2025 Share Incentive Plan

MARSHALLS PLC

First approved by shareholders of the Company on 20 May 2015.

THE MARSHALLS PLC EMPLOYEE SHARE INCENTIVE PLAN

The Plan has been:

• (a) approved by shareholders of the Company by ordinary resolution passed on 24 May 2006 and

• (b) established by resolution of the directors of Marshalls plc ("the Company") passed on 17 July 2006;

• (c) approved by HM Revenue & Customs pursuant to the Schedule on 18 August 2006 under reference A1776; and

• (d) renewed by approval of the shareholders of the Company by ordinary resolution passed on 20 May 2015 and May 2025.

CONTENTS

PART A: GENERAL4

1

PURPOSE OF THE PLAN 4

2

PROVISION OF FREE, PARTNERSHIP AND MATCHING SHARES 4

3

HOLDING OF PLAN SHARES 4

4

DEFINITIONS AND INTERPRETATION 4

5

ANCILLARY DOCUMENTATION 4

6

ESTABLISHMENT OF PLAN TRUST 4

7

REFERENCES TO THE TRUSTEE TO INCLUDE REFERENCES TO THE

ADMINISTRATOR 5

89

ELIGIBILITY TO PARTICIPATE IN THE PLAN 5

AMENDMENT OF THE PLAN 5

10 TERMINATION OF THE PLAN 6

11 ERRORS AND OMISSIONS 7

12 RELATIONSHIP WITH CONTRACT OF EMPLOYMENT 7

13 TERM OF THE DIRECTORS' AUTHORITY TO ISSUE SHARES 7

14 OVERALL LIMIT ON THE ISSUE OF SHARES 7

15 MISCELLANEOUS 8

PART B: PARTNERSHIP SHARES 10

16 ISSUE OF INVITATIONS TO ENTER INTO A PARTNERSHIP SHARE AGREEMENT 10

17 ENTRY INTO A PARTNERSHIP SHARE AGREEMENT 10

18 QUALIFYING PERIOD OF EMPLOYMENT 10

19 AUTHORITY TO MAKE DEDUCTIONS FROM SALARY 11

20 INDIVIDUAL LIMIT ON DEDUCTIONS FROM SALARY 11

21 VARIATION BY PARTICIPANTS OF AMOUNTS DEDUCTED 11

22 TERM OF A PARTNERSHIP SHARE AGREEMENT 11

23 NOTICE OF EFFECT OF DEDUCTIONS ON BENEFITS AND TAX CREDITS 11

24 NOTICE TO STOP DEDUCTIONS 11

25 PARTNERSHIP SHARE MONEY TO BE HELD BY THE TRUSTEE 12

26 ACCUMULATION PERIODS 12

27 FURTHER REQUIREMENT OF ELIGIBILITY 13

28 ACQUISITION OF PARTNERSHIP SHARES 13

29 SCALING BACK OF PARTNERSHIP SHARES 14

30 CARRY-FORWARD OF SURPLUS PARTNERSHIP SHARE MONEY 14

31 NOTIFICATION OF ACQUISITION OF PARTNERSHIP SHARES 14

32 WITHDRAWAL FROM A PARTNERSHIP SHARE AGREEMENT 14

33 RETURN OF PARTNERSHIP SHARE MONEY UPON THE PLAN CEASING TO BE

SCHEDULE 2 SHARE INCENTIVE PLAN 15

34 FORFEITURE OF PARTNERSHIP SHARES 15

35 SUSPENSION OF DEDUCTIONS FROM SALARY 15

PART C: MATCHING SHARES 16

36 ISSUE OF INVITATIONS TO ACCEPT AN AWARD OF MATCHING SHARES 16

37 REQUIREMENTS FOR MATCHING SHARES 16

38 LIMIT ON MATCHING SHARES 16

39 CARRY-FORWARD OF UNMATCHED PARTNERSHIP SHARES 16

40 AGREEMENT TO ACCEPT AN AWARD OF MATCHING SHARES 16

41 HOLDING PERIOD FOR MATCHING SHARES 16

42 FORFEITURE OF MATCHING SHARES 17

PART D: AWARD OF FREE SHARES 18

43 AWARD OF FREE SHARES 18

44 ELIGIBILITY TO RECEIVE AN APPROPRIATION OF FREE SHARES 18

45 QUALIFYING PERIOD OF EMPLOYMENT 18

46 ISSUE OF INVITATIONS TO ACCEPT AN AWARD OF FREE SHARES 18

47 EMPLOYEES' RIGHT NOT TO ACCEPT AN AWARD OF FREE SHARES 19

48 NO MATCHING OF FREE SHARES 19

49 DETERMINATION OF MARKET VALUE 19

50 TOTAL NUMBER OF FREE SHARES TO BE AWARDED 19

51 NUMBERS OF FREE SHARES TO BE AWARDED TO EACH ELIGIBLE EMPLOYEE 19

52 LIMIT ON THE VALUE OF FREE SHARES AWARDED IN ANY TAX YEAR 19

53 ALLOCATION OF FREE SHARES BY REFERENCE TO PERFORMANCE 19

54 METHOD ONE 20

55 METHOD TWO 20

56 NON-PERFORMANCE RELATED FREE SHARES TO BE AWARDED ON BASIS OF SAME

TERMS 20

57 HOLDING PERIOD FOR FREE SHARES 21

58 NOTIFICATION OF AWARD 21

59 FORFEITURE OF FREE SHARES 22

PART E: PROVISIONS RELATING TO THE HOLDING OF PLAN SHARES 23

60 HOLDING OF PLAN SHARES 23

61 VOLUNTARY WITHDRAWAL OF SHARES FROM THE PLAN 23

62 AUTOMATIC WITHDRAWAL OF PLAN SHARES UPON CEASING TO BE IN RELEVANT

EMPLOYMENT 23

63 CONSEQUENCES OF WITHDRAWAL OF SHARES FROM THE PLAN 23

• 74 DEFINITIONS

• 75 INTERPRETATION OF THE PLAN

PART G: ANCILLARY DOCUMENTS

PART H: PLAN TRUST DEED

MARSHALLS PLC

RULES OF

THE MARSHALLS PLC EMPLOYEE SHARE INCENTIVE PLAN

PART A: GENERAL

• 1. PURPOSE OF THE PLAN

  The purpose of the Plan is to provide benefits to employees of Participating Companies in the nature of shares in the Company which give such employees a continuing stake in the Company.

• 2. PROVISION OF FREE, PARTNERSHIP AND MATCHING SHARES

• 2.1 The Plan provides:

  • 2.1.1 in Part B, for Shares ("Partnership Shares") to be acquired on behalf of participating Eligible Employees out of sums deducted from their salary;

  • 2.1.2 in Part C, for the Company to procure that Shares ("Matching Shares") are awarded to participating Eligible Employees without payment in proportion to the Partnership Shares acquired by them; and

  • 2.1.3 in Part D, for Shares ("Free Shares") to be awarded to participating Eligible Employees without payment.

• 2.2 The Directors may from time to time determine whether Eligible Employees shall, in a given Tax Year, or in, or in respect of, a given Financial Year, be offered the opportunity to acquire Shares pursuant to the provisions of either or both of Part B (Partnership Shares) and Part D (Free Shares) and, if pursuant to Part B, also Part C (Matching Shares).

• 3. HOLDING OF PLAN SHARES

  Part E contains provisions governing the terms on which Dividend Shares may be acquired and on which Partnership Shares, Matching Shares, Free Shares and Dividend Shares shall be held in the Plan.

• 4. DEFINITIONS AND INTERPRETATION

  Words and expressions used in the Plan shall have the meanings given in the Glossary in Part F.

• 5. ANCILLARY DOCUMENTATION

  Pro forma letters, forms and other documents which may be used in the operation of the Plan are set out in Part G.

• 6. ESTABLISHMENT OF PLAN TRUST

  The Company shall establish a trust which is constituted under the laws of England and Wales for the purposes of:

• 6.1 in the case of Free Shares and Matching Shares, acquiring Shares and awarding them to Eligible Employees in accordance with the Plan;

• 6.2 in the case of Partnership Shares, holding Partnership Share Money and applying it in acquiring shares on behalf of Eligible Employees in accordance with the Plan;

• 6.3 in the case of Dividend Shares, acquiring such Shares in accordance with the Plan; and

• 6.4 holding all such Shares so awarded or acquired in accordance with the Plan.

• 7. REFERENCES TO THE TRUSTEE TO INCLUDE REFERENCES TO THE ADMINISTRATOR

  References in Parts A to F of this Plan to anything done or to be done by or to the Trustee shall be read and construed as including anything done or to be done by or to the Administrator pursuant to the powers and duties delegated to the Administrator by the Trustee.

• 8. ELIGIBILITY TO PARTICIPATE IN THE PLAN

• 8.1 An individual shall not be entitled to have Shares acquired on his or her behalf under Part B, or to receive an award of Matching or Free Shares under Parts C or D at any time unless:

  • 8.1.1 he or she is then an employee of a Participating Company;

  • 8.1.2 if, pursuant to rules 18 or 45, the Directors have specified a Qualifying Period in relation to eligibility on that occasion, he or she has, at all times during that Qualifying Period, been an employee of a Qualifying Company;

  • 8.1.3 in relation to an award of Free Shares, he or she has entered into a Participation Agreement as mentioned in rule 46.3.

• 8.2 Free Shares or Matching Shares shall not be awarded to an individual if he or she has directed the Trustee not to award Shares to him or her.

• 8.3 Shares shall not be acquired on behalf of, or awarded to, any person on any day under the Plan if he or she then has, or has at any time in the period of twelve months preceding that day had, a Material Interest in a Close Company whose shares may be awarded or acquired under the Plan or a company which has control of such a company or is a member of a consortium which owns such a company.

• 9. AMENDMENT OF THE PLAN

• 9.1 The Directors may by resolution in writing alter (by amending, deleting or adding to) any of the terms of the Plan in any respect PROVIDED THAT:

  • 9.1.1 if it is intended that this Plan shall continue to be a Schedule 2 Share Incentive Plan:

    • (a) no such alteration to any term of the Plan which is a key feature of the Plan shall take effect which would result in the requirements of Schedule 2 not being met in relation to the Plan; and

    • (b) HMRC shall be notified of any alteration of a key feature of the Plan if and as required by relevant legislation and guidance;

  • 9.1.2 no such alteration shall be made to the advantage of Participants to the provisions of:

    rule8	eligibility to participate
    rule13	expiry of directors' authority to issue shares
    rule14	overall limit on the issue of shares
    rule 38	limit on matching shares
    rule 41	holding period for matching shares
    rule 52	limit on award of free shares
    rule 57	holding period for free shares
    rule 67	voting rights
    rule 68	rights issues
    rule 70	company reconstructions

    and this rule9without the prior approval of shareholders of the Company except for amendments which, in the opinion of the Directors, are minor amendments to benefit the administration of the Plan, to take account of a change in legislation or to obtain or

maintain favourable tax, exchange control or regulatory treatment for Participants or for any member of the Group.

• 9.2 The terms of the Plan Trust may be amended, deleted or added to in accordance with the terms of the Deed by the Company executing a deed expressed to be supplemental to the Deed SAVE THAT no such amendment deletion or addition to the Plan Trust shall take effect which would result in the requirements of Schedule 2 not being met in relation to the Plan.

• 9.3 For the purposes of this rule9,an alteration is an alteration to a "key feature" of the Plan and/or the Plan Trust if it relates to a provision that is necessary in order to meet the requirements of the Schedule.

• 10. TERMINATION OF THE PLAN

• 10.1 The Directors may at any time, by giving notice in writing to:

  • 10.1.1 the Trustee; and

  • 10.1.2 each Participant

  terminate the operation of the Plan on and with effect from a date specified in such notice which is not earlier than 14 days after the date of such notice.

• 10.2 Following such termination:

  • 10.2.1 no further Partnership Shares shall be acquired by the Trustee on behalf of Participants;

  • 10.2.2 no further Free or Matching Shares shall be awarded by the Trustee;

  • 10.2.3 no further Dividend Shares shall be acquired by the Trustee on behalf of any Participant

  • 10.2.4 the Trustee shall as soon as practicable after such notice is given to the Trustee return to each Participant (subject to deduction of income tax and NICs under PAYE) all of the Partnership Share Money and any other money held on behalf of such Participant;

  • 10.2.5 the Trustee shall withdraw from the Plan each Participant's Plan Shares as soon as is practicable after:

    • (a) the end of the period of 3 months beginning with the date on which notice is given pursuant to rule10.1;or

    • (b) if later, the first date on which such Participant's Plan Shares may be removed from the Plan without giving rise to a charge to income tax under Chapter 6 of Part 7 of the 2003 Act on the part of such Participant;

  • 10.2.6 the Trustee may, if the Participant so directs, withdraw from the Plan any of a Participant's Plan Shares at any time before the end of the relevant period mentioned in rule10.2.5above SAVE THAT the Trustee shall disregard any such direction given before the date on which notice is received by such Participant pursuant to rule10.1;and

  • 10.2.7 Shares which remain held in the Plan pending their withdrawal from the Plan by virtue of rules10.2.5and10.2.6above shall continue to be so held by the Trustee subject to the provisions of Part E of the Plan.

• 10.3 Whenever a Participant's Plan Shares are withdrawn from the Plan pursuant to rules10.2.5and10.2.6,the Trustee shall, subject to the provisions of rule 73 (PAYE):

10.3.1

transfer such Shares to the Participant or to such other person as the Participant may direct; or

10.3.2

dispose of the Shares and account (or hold itself ready to account) for the proceeds to the Participant or to such other person as the Participant has specified.

• 10.4 Unless the Participant otherwise agrees, a disposal of Shares as mentioned in rule10.3.2shall be for the best consideration which the Trustee is able to obtain at the time of such disposal.

• 10.5 References in this rule10to a disposal of Shares shall be construed as including references to a purchase of the beneficial interest in such Shares by the Trustee.

• 10.6 If a Participant has died, references in rule10.3to the Participant shall be read as references to his or her Personal Representatives.

• 11. ERRORS AND OMISSIONS

  If in consequence of an error or omission:

• 11.1 an Eligible Employee has not been given the opportunity to participate in the Plan on any occasion; or

• 11.2 the number of Shares awarded to any Eligible Employee on any occasion is found to be incorrect

  and such error or omission cannot be corrected within the relevant period specified in the Plan, the Company and the Trustee may do all such acts and things as may be agreed with HM Revenue & Customs to rectify such error or omission notwithstanding that such actions may not otherwise be in accordance with the rules of the Plan.

• 12. RELATIONSHIP WITH CONTRACT OF EMPLOYMENT

• 12.1 Neither the opportunity given to any person to participate in the Plan nor any award to any person of Free or Matching Shares shall form part of such person's entitlement to remuneration or benefits pursuant to his or her contract of employment. Except as otherwise expressly provided in the Plan, the existence of a contract of employment between any person and any member or former member of the Group or any Associated Company shall not give such person any right or entitlement to participate in the Plan in any manner or any expectation that Shares might be awarded to such person or at all.

• 12.2 The rights, entitlements and obligations under the terms of any contract of employment between any person and any member or former member of the Group or any Associated Company shall not be affected by such person's participation in the Plan.

• 12.3 Participation in the Plan shall not afford any person any rights or additional rights to compensation or damages in consequence of the loss or termination of such person's employment with any member or former member of the Group or any Associated Company for any reason whatsoever (whether or not such termination is ultimately held to be unfair or wrongful).

• 12.4 No person shall be entitled to any compensation or damages for any loss or potential loss which he or she may suffer by reason of being unable to participate (or continue to participate) in the Plan in consequence of the loss or termination of any such employment for any reason whatsoever (whether or not such termination is ultimately held to be wrongful or unfair).

• 13. TERM OF THE DIRECTORS' AUTHORITY TO ISSUE SHARES

  The authority of the Directors to issue Shares for the purposes of the Plan expires on such date (if any) as the Directors determine to close the Plan to further participation.

• 14. OVERALL LIMIT ON THE ISSUE OF SHARES

• 14.1 The aggregate of the number of Shares which on any day: -

  14.1.1 may be issued, or in respect of which the Trustee may for the purposes of the Plan be granted rights to subscribe for Shares, when added to the number of Shares which

have been so issued or in respect of which rights to subscribe for Shares have been granted (and, if not exercised, have not ceased to be exercisable) for the purposes of the Plan; and

14.1.2

have been issued or in respect of which rights to subscribe for Shares have been granted (and, if not exercised, have not ceased to be exercisable) pursuant to any other employees' share scheme

in the period of ten years ending on that day, shall not exceed 10 per cent of the ordinary share capital of the Company in issue on that day PROVIDED THAT the following shall not count for the purposes of the limitation contained in this rule A14:

• (a) options which have been granted over existing shares;

• (b) Partnership Shares, except to the extent (if any) that the cost falls upon any member of the Group or any Associated Company and not upon the Participant; and

• (c) Shares transferred by the Company out of treasury stock and options to acquire such Shares.

• 15. MISCELLANEOUS

• 15.1 Except as otherwise provided in this Plan, any notice or document to be given by, or on behalf of, the Company or the Trustee to any person in accordance or in connection with this Plan shall be duly given:-

  • 15.1.1 by sending it through the post in a pre-paid envelope to the address last known to the Company to be his address and, if so sent, it shall be deemed to have been duly given on the date of posting; or

  • 15.1.2 if he holds office or employment with any member of the Group or any Associated Company, by delivering it to him at his place or work or by sending to him a facsimile transmission or Electronic Communication to his place of work and, if so sent, it shall be deemed to have been duly given at the time of transmission.

• 15.2 Any notice or document so sent to an Eligible Employee or Participant shall be deemed to have been duly given notwithstanding that such Participant is then deceased (and whether or not the Company or the Trustee has notice of his death) except where his Personal Representatives have supplied to the Company an address to which documents are to be sent.

• 15.3 Any notice in writing or document to be submitted or given by an Eligible Employee or Participant to the Company or the Trustee in accordance or in connection with this Plan may be delivered, sent by post, facsimile transmission or, if the Company so determines (and so notifies Optionholders), Electronic Communication, but notice shall not in any event be duly given unless:-

  • 15.3.1 it is actually received by the Company or Trustee; and

  • 15.3.2 if given by Electronic Communication, it includes a digitally encrypted signature of the Optionholder.

• 15.4 For the purposes of this Plan, an Electronic Communication shall be treated as not having been duly made or received if the recipient of such Electronic Communication notifies the sender that it has not been opened because it contains, or is accompanied by a warning or caution that it could contain or be subject to, a virus or other computer programme which could alter damage or interfere with any computer software or Electronic Communication.

• 15.5 By participating in this Plan a Participant shall agree and consent to:-

15.5.1

the collection, use and processing by the Company, the Trustee, or any member of the Group of Personal Data relating to the Participant, for all purposes reasonably connected with the administration of this Plan;