Marshalls PlcLSE: MSLH

2025 Bonus Share Plan Rules

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Draft Plan Rules for display

MARSHALLS PLC

THE MARSHALLS PLC 2025 BONUS SHARE PLAN

Approved by shareholders of the Company on May 2025

............................................

Chair

THE MARSHALLS PLC BONUS SHARE PLAN 2025

CONTENTS

Part A: Making of Awards

Rules 1 - 4

Pages 1 - 4

Part B: Vesting and Exercise of Awards

Rules 5 - 8

Pages 4 - 6

Part C: Corporate Events

Rules 9 - 16

Pages 6 - 8

Part D: General

Rules 17 - 26

Pages 8 - 11

Part E: Definitions and Interpretation

Rule 27

Pages 11 - 16

THE MARSHALLS PLC 2025 BONUS SHARE PLAN

PART A: MAKING OF AWARDS

  • 1. ELIGIBILITY AND GRANT OF AWARDS

  • 1.1 This Bonus Share Plan sets out the conditions under which Share related Awards may be made to Employees who participate in the Annual Bonus Scheme (if any) for the Plan Year in question operated by the Group or any member of the Group.

  • 1.2 Directors have absolute discretion as to the Employees to whom Awards may be made under the Annual Bonus Scheme and/or this Bonus Share Plan.

  • 1.3 The Directors are responsible for setting the Performance Conditions in respect of any Plan Year which will determine whether an Award under this Bonus Share Plan is made and if so, the number of Award Shares that may be granted (as set out in Rule4). Participants will be advised of the Performance Conditions in writing in their Annual Bonus Letter relating to that Plan Year.

  • 1.4 Unless the Directors otherwise determine, an Award may not be granted to an individual who is not an Employee at the Award Date or who on or before the Award Date has given or received notice of termination of employment (whether or not lawful).

  • 1.5 No amount shall be payable by the Awardholder for the acquisition of Shares pursuant to an Award, unless the Grantor determines otherwise.

  • 2. TIMING OF AWARDS

  • 2.1 An Award may be made during the period of 42 days beginning with the Dealing Day following the announcement by the Company of its results for any period, or in exceptional circumstances at any other time at the discretion of the Directors.

  • 2.2 If the Grantor is restricted by statute, order or regulation (including any regulation, order or requirement imposed on the Company by the FCA or any other regulatory authority) from making an Award within any period as mentioned in Rule2.1the Grantor may make an Award within the period of 42 days after all such restrictions are removed.

  • 2.3 No Award may be made after May 2035.

  • 3. OVERALL LIMITS ON THE ISSUE OF NEW SHARES TO SATISFY AWARDS

  • 3.1 Subject to the following provisions of this Rule 3, the Company may issue Shares (as new Shares or out of treasury) for the purposes of satisfying Awards and may do so on such terms, as to subscription price or otherwise, as the Directors may determine.

  • 3.2 The number of Shares in respect of which rights to potentially acquire newly issued Shares may be granted pursuant to this Plan on any day, when added to:-

    • 3.2.1 the number of Shares issued or which remain potentially issuable pursuant to Awards granted in the period of 10 years ending on that day; and

    • 3.2.2 the number of Shares issued or which remain potentially issuable pursuant to awards granted in the period of 10 years ending on that day pursuant to any other employees' share scheme of the Company

    shall not exceed 10 per cent of the Ordinary Share Capital on that day.

  • 3.3 For the purposes of this Rule 3, references to newly issued Shares shall, if so required in accordance with guidance issued by the Investment Association (formerly the Association of British Insurers), be taken to include references to Shares issued or to be issued out of treasury.

  • 3.4 For the avoidance of doubt, if Shares issued to a Trustee have been counted for the purpose of this Rule 3, they shall not also be counted when they are used to satisfy an Award (or a right granted under any other employee's share scheme of the Company).

  • 4. CALCULATION OF AWARDS AND ISSUE OF CERTIFICATES

  • 4.1 The maximum value of an Award for any Plan Year shall be such percentage of the Awardholder's Base Salary (not exceeding 100%) as approved by the Directors in respect of the Awardholder's potential participation in the Plan for that Plan Year.

  • 4.2 The actual value of an Award shall be calculated following the announcement of the audited annual results of the Group for the Plan Year in question, by applying the Bonus Outcome Percentage to such maximum value. The number of Award Shares shall then be calculated, by reference to the Market Value of a Share at the end of the relevant Plan Year.

  • 4.3 As soon as practicable after an Award has been made, the Company shall issue, or procure the issue, to the Awardholder of an Award Certificate (which may be in electronic form) which specifies:-

    • 4.3.1 the Grantor;

    • 4.3.2 the Award Date;

    • 4.3.3 the number of Award Shares;

    • 4.3.4 the Holding Period; and

    • 4.3.5 in the case of a Nil-Cost Option Award the last date on which the Nil-Cost Option Award may be exercised.

  • 4.4 The Certificate will state that it is a condition of the Award that the Awardholder indemnifies the Company and the Awardholder's Employer against any Award Tax Liability.

  • 4.5 The Grantor may require an Awardholder to deliver to the Grantor a duly completed Form of Acceptance in relation to such Award within 30 days (or such other period as the Grantor may specify) of the issue of an Award Certificate. In such circumstances, if an Awardholder has not delivered the Form of Acceptance at the end of that period the Award shall lapse.

PART B: VESTING AND EXERCISE OF AWARDS

  • 5. VESTING AND EXERCISE

  • 5.1 The expectation is that Awards made under this Plan will Vest and be exercisable by Awardholders after a Holding Period, normally a period of three years after the date of the Award ending on the applicable Vesting Date. The conditions of Vesting and exercise are as set out in the Rules of this Plan and in particular (but without limitation) are subject to Rule5.6and Rule 6.

  • 5.2 A Nil-Cost Option Award may, subject to Rules5.6,6 and7,be exercised on or after the applicable Vesting Date up to and including the day before the tenth anniversary of the Award Date (or such earlier date as the Directors may specify on grant) subject to it lapsing earlier under any other Rule of this Plan.

  • 5.3 To exercise a Nil-Cost Option Award, the Awardholder shall serve a written notice (in such form as the Directors may determine) on the Company (as agent for the Grantor) which specifies the number of Vested Award Shares over which the Award is exercised on that occasion, and may also specify the name of his nominee (if not himself) to whom the Shares are to be issued or transferred.

  • 5.4 Subject to Rules5.6,6 and7,within 30 days after the Company receives a notice of exercise of a Nil-Cost Option Award, or after Vesting of a Contingent Share Award, the Grantor shall issue, transfer or procure the issue or transfer to the Awardholder (or his nominee) of the Shares in respect of which the Nil-Cost Option Award is duly exercised or in respect of which the Contingent Share Award Vests.

  • 5.5 As soon as reasonably practicable after the issue or transfer of any Shares pursuant to an Award, the Grantor shall procure:-

  • 5.5.1 the issue of a definitive share certificate or such acknowledgement of shareholding as is prescribed from time to time for the Shares transferred to the Awardholder (or such nominee);

  • 5.5.2 if Shares are to be issued and, on the date of issue, Shares of the same class are listed on the Official List, that any Shares so issued are admitted to the Official List.

  • 5.6 An Award may not Vest or be exercised, nor may any Vested Award Shares be issued or transferred to or to the order of the Awardholder following the Vesting or exercise of an Award, if such Vesting, exercise, issue or transfer is prevented by reason of any statutory, regulatory or other legal provision or any other requirement or guidance issued by the FCA or any regulatory authority or on behalf of institutional investors in the Company or any other body ("Restriction"). If any Vesting, exercise, issue or transfer is prevented by any such Restriction the relevant event will be delayed until the Restriction no longer applies.

  • 5.7 The Award Certificate will state whether the Directors intend to exercise their discretion to allow an amount equal to the applicable Dividend Equivalent to be delivered to the Awardholder. If such discretion is exercised, when Shares are delivered pursuant to an Award, the Grantor may, subject to Rule7,either:-

  • 5.7.1 pay to the Awardholder, or procure the payment to the Awardholder of, a cash sum not exceeding the Dividend Equivalent; or

  • 5.7.2 issue, transfer or procure the issue or transfer to the Awardholder of an additional number of Shares not exceeding the number of Shares which could have been acquired by the reinvestment of the Dividend Equivalent.

  • 6. CONDITIONS IN WHICH AWARDS MAY NOT VEST (MALUS) OR MAY BE RECLAIMED (CLAWBACK)

  • 6.1 Malus

    The Directors may, at any time prior to the Vesting Date decide that the value of an Award shall be reduced (including to nil) on such basis that the Directors in their absolute discretion consider to be fair, reasonable and proportionate where, in the opinion of the Directors, there are exceptional circumstances. Such exceptional circumstances include (without limitation):

    • 6.1.1 a material mis-statement in the published results of the Group;

    • 6.1.2 misconduct on the part of the Awardholder concerned or where, as a result of an appropriate review of accountability, the Directors determine that an Awardholder has caused wholly or in part a material loss for the Group as a result of (i) reckless, negligent or wilful actions or omissions, or (ii) inappropriate values or behaviour; or

    • 6.1.3 where the level of satisfaction of the Performance Conditions has been calculated incorrectly.

    Whenever the value of an Award is reduced, that Award will be treated (to the relevant extent) as having lapsed and the Company shall notify the Awardholder as soon as reasonably practicable of the application of this Rule 6.1 to any Awards.

  • 6.2 Clawback

    6.2.1

    The conditions and the period under which clawback may be effected (the "Clawback Period") shall be the same as those specified (if any) for repayment or recovery of annual bonus under the Annual Bonus Scheme for the Plan Year in question.

    6.2.2 Where a number of Shares are required to be transferred in accordance with this Rule and the Awardholder no longer holds sufficient Shares, the Awardholder will transfer to the Company (or any Trustee):

    • (a) an amount equal to the proceeds the Awardholder received on the disposal of such Shares; or

    • (b) if that amount is in the opinion of the Directors, acting reasonably, manifestly less than the fair market value of the Shares as the date of disposal, the proceeds the Awardholder would have received on a disposal of the Shares for their fair market value (determined by the Directors in their absolute discretion, acting reasonably) at the time of disposal,

    and, in either case, less the amount of tax and social security contributions actually paid (or due to be paid) by the Awardholder in respect of the acquisition of the relevant Shares (except where the Awardholder can claim relief arising from the transfer of Shares or payments under this Rule).

  • 6.2.3 In place of an adjustment (in full or in part) pursuant to this Rule, the Directors may in their absolute discretion during the Clawback Period reduce the amount of any other Award under the Plan or any bonus otherwise payable under the Annual Bonus Scheme or may require the

    Awardholder to make a cash payment to the Company (or the Trustee), on such basis that the Directors consider to be fair, reasonable and proportionate where any Clawback Event occurs.

    The Company may deduct any amount owing to it as a result of the operation of Rule 6.2.2 from any salary or other financial amount payable by the Company to the affected Awardholder, and may do so in instalments or in a single deduction at their discretion.

  • 7. RECOVERY OF AWARD TAX LIABILITY

  • 7.1 It shall be a condition of every Award that the Awardholder indemnifies the Company and (if different) the Awardholder's Employer against any Award Tax Liability and that, if required by the Company, he shall enter into a valid election under section 431 of the Income Tax (Earnings and Pensions) Act 2003 (or any similar arrangement outside of the UK).

  • 7.2 The Awardholder authorises the Company to sell or procure the sale of sufficient Shares on or following the Vesting or exercise of any Award on his behalf to ensure that the Awardholder's Employer receives the amount required to discharge the Award Tax Liability which arises on Vesting or exercise of the relevant Award, except to the extent that the Company decides that all or part of the Award Tax Liability shall be funded in a different manner.

  • 7.3 If, on any occasion, an Award Tax Liability arises in relation to a payment of cash pursuant to an Award, the Awardholder authorises the Company to withhold from that payment an amount not exceeding the Award Tax Liability (or to procure the withholding of such amount).

  • 8. LEAVING EMPLOYMENT

  • 8.1 If an Awardholder Leaves for any reason other than a Permitted Reason, his Award shall lapse on the Leaving Date.

  • 8.2 If the Awardholder Leaves on or after the end of the Holding Period for a Permitted Reason, the Awardholder may exercise his Nil-Cost Option Award only within the period of 6 months beginning with the Leaving Date (or such shorter period as is required to comply with Rule5.2).

  • 8.3 If the Awardholder Leaves before the end of the Holding Period for a Permitted Reason then at the discretion of the Directors, any Award then outstanding may Vest before the end of the Holding Period, either on the Leaving Date or at the end of the relevant financial year during which the Leaving Date may fall, in which case outstanding Awards are expected to be pro-rated according to the number of days during the Holding Period that have elapsed up to the Accelerated Vesting Date. Rule5shall apply, save that the Awardholder may exercise his Nil-Cost Option Award only within the period of 6 months beginning with the Accelerated Vesting Date.

  • 8.4 In the case of death in service, references in this Rule8to 6 months shall be read as references to 12 months and references to the Awardholder shall be read, as the context requires, as references to his Personal Representatives.

  • 8.5 A Nil-Cost Option Award will lapse and cease to be exercisable, to the extent not exercised, at the end of the period specified in Rule8.1,8.3or8.4as applicable.

PART C: CORPORATE EVENTS

9.

VESTING IN CONNECTION WITH CORPORATE EVENTS

  • 9.1 Where Awards Vest in the circumstances referred to in Rules11to15,all Award Shares shall become Vested Award Shares on the date of the relevant event (as determined by the Directors)

    and Rule5shall apply accordingly.

  • 9.2 Where the Directors are aware that an event referred to in Rules11to15is likely to occur, they may determine that an Award may Vest immediately prior to the event taking place if, (acting fairly and reasonably and taking account of the circumstances) they consider that it would be preferable to do so. In this case, the Directors shall notify the Awardholders, and, in the case of a Nil-Cost Option Award, shall specify the period within which the Award may be exercised.

  • 9.3 If the relevant event occurs part way through a Plan Year, the Directors shall determine to what extent (if any) the Performance Conditions have been or will have been proportionately satisfied at the date on which the relevant event occurred or is likely to occur, and shall notify

    Awardholders as soon as reasonably practicable of their decision. If an Award would have been made based on such determination, but it is not practicable to do so in the context of the relevant event, then at the Directors' discretion, an equivalent value may be paid in cash.

  • 10. EXCHANGE OF AWARDS

    If, following a Change of Control or a Reorganisation (or in any other circumstances),

    Awardholders are invited to accept an Exchange of Awards or the Directors determine that there will be an automatic Exchange of Awards, Awards shall not Vest as a result of the event in question, and at the end of the period in which Awardholders may accept such an invitation or upon an automatic Exchange of Awards (as applicable) the Awards shall lapse in full, unless the Directors determine otherwise. Rules 11-15 shall be subject to this Rule 10.

  • 11. CHANGE OF CONTROL

  • 11.1 If any person obtains Control of the Company as a result of making a general offer to acquire

    Shares in the Company, or having obtained such Control, makes such an offer, then Awards shall immediately Vest, and the Directors shall notify Awardholders that Nil-Cost Option Awards may then be exercised, within one month (or such longer period as may be specified in such notice) and, unless the Directors determine otherwise, shall lapse at the end of that period.

  • 11.2 For the purposes of this Rule11,a person shall be deemed to have Control of the Company if he, and others acting in concert with him, have together obtained Control of it.

  • 12. COMPULSORY ACQUISITION

    If any person becomes bound or entitled to acquire Shares in the Company under sections 979 to 982 of the Companies Act 2006 then Awards shall immediately Vest, and the Directors shall notify Awardholders that Nil-Cost Option Awards may be exercised at any time when that person remains so entitled or bound and shall lapse at the end of such period.

  • 13. STATUTORY RECONSTRUCTION

  • 13.1 If a compromise or arrangement is proposed in relation to the Company pursuant to section 899 of the Companies Act 2006, then Awards shall Vest, and the Directors shall notify Awardholders that Nil-Cost Option Awards may then be exercised, within the period commencing on the date on which the compromise or arrangement becomes effective (or, if the Directors so determine, the earlier date when the court sanctions the compromise or arrangement) and ending three months after its commencement or at such earlier time as the Directors determine.

  • 13.2 As a substitute for the rights set out in Rule13.1,the Company may notify Awardholders that Nil-Cost Option Awards may be exercised subject to the court sanctioning the compromise or arrangement, so that such exercise takes effect immediately after the court sanctions the compromise or arrangement but before such compromise or arrangement becomes effective.

Where the Company so notifies an Awardholder, the period during which the Awardholder may exercise Nil-Cost Option Awards will be at least 14 days, ending no more than 14 days before the date on which the court is expected to sanction the compromise or arrangement.

  • 13.3 A Nil-Cost Option Award which is not exercised within the period specified in Rule13.1or13.2shall, unless the Directors determine otherwise, lapse at the end of that period.

  • 14. WINDING-UP

    If notice is given to holders of Shares of a resolution for the voluntary winding-up of the Company, then Awards shall Vest on the date that notice is given, and the Directors shall notify Awardholders that Nil-Cost Option Awards may then be exercised at such times as specified by the notice and shall lapse upon the commencement of a winding-up of the Company.

  • 15. DEMERGER

    If the Directors become aware that the Company will be affected by a demerger, distributions (which is not an ordinary dividend) or other transaction not otherwise covered by the Rules, then they may (acting fairly and reasonably and taking account of the circumstances) determine that all Awards shall Vest and in that case shall notify Awardholders that Nil-Cost Option Awards may then be exercised, within one month (or such longer period as may be specified in such notice) and, unless the Directors determine otherwise, shall lapse at the end of that period.

  • 16. VARIATION OF SHARE CAPITAL

  • 16.1 If the Ordinary Share Capital is altered by way of capitalisation or rights issue, sub-division, consolidation or reduction, or in the event of a demerger, or payment of a special dividend which would otherwise materially affect the value of an Award, or if there is any other variation in the share capital of the Company the Directors may make such adjustment as they consider appropriate:-

  • 16.1.1 to the number of Award Shares;

  • 16.1.2 where Award Shares have become Vested Award Shares but no Shares have been issued or transferred to the Awardholder, to the number of Shares which may be so issued or transferred, provided that

    • (a) the number of Shares as so adjusted has been rounded down to the nearest whole number; and

    • (b) if the Grantor is not the Company, no such adjustment shall be made without the consent of the Grantor.

    The Directors shall, as soon as reasonably practicable, notify every Awardholder affected by an adjustment under Rule16.1.

PART D: GENERAL

  • 17. ALTERATION OF THE PLAN

  • 17.1 The Directors may alter or amend any of the provisions of this Plan in any respect, save that subject to Rule 17.2, no alteration or amendment shall be made to the advantage of existing or new Awardholders to the provisions relating to:-

  • 17.1.1 eligibility to participate;

  • 17.1.2 the individual and overall limitations on the making of Awards;

  • 17.1.3 the basis for determining Awardholders' rights to acquire Shares;

  • 17.1.4 the adjustment of rights in the event of a variation of the Ordinary Share Capital; or

  • 17.1.5 this Rule17.1

    without the prior approval by ordinary resolution of the shareholders of the Company.

  • 17.2 The restrictions in Rule17.11 shall not apply to the extent that an alteration or amendment is in the opinion of the Directors a minor amendment to benefit the administration of this Plan; or to take account of any change in legislation; or to obtain or maintain favourable tax, exchange control or regulatory treatment for existing or new Awardholders, the Company, any Subsidiary or any Associated Company.

  • 17.3 If, in relation to any Awards, the Grantor is not the Company, no alteration or addition shall be made to the terms of such Awards without the approval of the Grantor.

  • 17.4 As soon as reasonably practicable after making any such alteration or addition the Directors shall (on behalf of the Grantor) give notice to every Awardholder (if any) affected thereby.

  • 17.5 The Directors may establish other share plans for Employees resident or working outside the United Kingdom based on the Plan, but modified to take account of local tax, exchange control, and securities laws provided that any Shares issued or which might be issued under such other plans are treated as counting against the limits in Rule 3.

  • 17.6 Save as set out in this Rule 17, the Directors may from time to time make and vary such rules and regulations which are consistent with the rules of the Plan and establish such procedures for their administration and implementation as they think fit.

  • 17.7 If any question, dispute or disagreement arises as to the interpretation of this Plan or of any rules, regulations or procedures relating to it or as to any question or right arising from or related to this Plan, the decision of the Directors shall be final and binding upon all persons.

  • 18. DATA PROTECTION

  • 18.1 Personal data relating to Awardholders and any individuals who may be eligible to participate in the Plan may be collected, processed and transferred for any purpose relating to the operation of the Plan in compliance with any applicable laws and any data privacy notice and/or policies of any member of the Group in force from time to time.

  • 19. RELATIONSHIP WITH CONTRACT OF EMPLOYMENT

  • 19.1 The making of an Award shall not form part of the Awardholder's entitlement to remuneration or benefits pursuant to his contract of employment and benefits under this Plan shall not be pensionable.

  • 19.2 The existence of a contract of employment between the Awardholder and the Company or any present or past Subsidiary or Associated Company shall not give the Awardholder any right or entitlement to an Award nor any expectation that an Award might be made to him, whether

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