A G BARR p l c : 2023 Long Term Incentive Plan - draft rules

Rules of the A.G. BARR p.l.c. 2023 Long Term Incentive Plan for approval and adoption at the Annual General Meeting of A.G. BARR p.l.c. to be held on 26 May 2023.

RULES OF THE A.G. BARR p.l.c.

2023 LONG TERM INCENTIVE PLAN

Approved and adopted by Shareholders:	[26 May] 2023
Expiry:	[26 May] 2033

Rules of the A.G. BARR p.l.c. 2023 Long Term Incentive Plan for approval and adoption at the Annual General Meeting of A.G. BARR p.l.c. to be held on 26 May 2023.

	Table of Contents
Contents	Page
1	Meaning of words used	1
2	Operation of the Plan	3
3	Awards	3
4	Individual limit on Awards	4
5	Plan limits	5
6	Cessation of employment, takeover and variations of share capital	5
7	Malus and Clawback	9
8	Vesting of Awards and Dividend Equivalents	11
9	Transfer of Shares on Vesting of Awards and cash alternative	12
10	Exercise of Vested Options	12
11	General	13
12	Terms of employment	14
13	Personal data	15
14	Changes to and termination of the Plan	16
15	Governing law	17
Appendix 1: Holding Period……………………………………………………………………………..18

Rules of the A.G. BARR p.l.c. 2023 Long Term Incentive Plan for approval and adoption at the Annual General Meeting of A.G. BARR p.l.c. to be held on 26 May 2023.

Rules of the A.G. BARR p.l.c. 2023 Long Term Incentive Plan

1 Meaning of words used

1.1 "Annual Salary" means gross basic annual salary excluding all payments additional to basic salary (for example bonuses, pension contributions, car allowance, mortgage support allowance, expatriate allowance etc.);

"Award" means a Conditional Award or an Option, in either case granted under Rule 3; "Award Date" means the date the Committee makes the determination under Rule 3.2;

"Award Value" means the value calculated by the Committee being, unless the Committee determines otherwise, the average of the Company's middle market closing share price as derived from the London Stock Exchange Daily Official List for the five dealing days prior to the date of the Award;

"Committee" means the Remuneration Committee of the Board of Directors of the Company;

"Company" means A.G. BARR p.l.c.;

"Conditional Award" means a conditional award of Shares;

"Dividend Equivalents" means an amount equal to the dividends (being either the gross or net dividend in the Committee's sole discretion) that have been paid (or, in the case of newly issued or treasury shares, would have been paid, had those shares been classed as issued shares for the purpose of paying dividends) over the period from the Award Date to the date on which the Award Vests on the Shares which have Vested, and such amount shall be satisfied in Shares (subject to Rule 9.2) provided that the Committee may determine that no amount shall be satisfied in Shares (or payable in cash under Rule 9.2) in respect of all or any part of a special dividend or dividend in specie;

"Eligible Employee" means any employee or executive director of the Company or any Subsidiary;

"Employee" means, except for the purposes of Rule 12, any employee or executive director of any Group Company;

"Group Company" means the Company, a Subsidiary, and any other company which is associated with the Company and is so designated by the Committee;

"Holding Period" means in relation to an Award the period (if any) specified under Rule

3.2.8 commencing on the date of Vesting of the Award during which the restrictions in Appendix 1 apply;

"Lapse Date" means the final lapse date for an Option determined by the Committee under Rule 3.2;

"Option" means a right, subject to the terms of an Option Agreement, to acquire Shares at the Option Price;

"Option Agreement" means an agreement with an Employee documenting the terms of an Award as referred to in Rule 3.4;

"Option Price" means the amount payable for the Shares comprised in an Option, which may be any amount determined by the Committee including a zero or a nominal amount;

1

Rules of the A.G. BARR p.l.c. 2023 Long Term Incentive Plan for approval and adoption at the Annual General Meeting of A.G. BARR p.l.c. to be held on 26 May 2023.

"Participant" means an Employee to whom the Committee has granted an Award, and includes their personal representatives where appropriate;

"Performance Condition" means a condition or conditions specified in relation to an Award under Rule 3.2;

"Performance Period" means the period over which a Performance Condition is measured, which shall normally be a period of at least three years unless the Committee determines otherwise;

"Plan" means the A.G. BARR p.l.c. 2023 Long Term Incentive Plan constituted by this document as amended from time to time, being an employees' share scheme within the meaning of section 1166 of the Companies Act 2006;

"Reconstruction or Takeover" means any takeover, merger or internal reconstruction, however effected, including a reverse takeover, partial offer, reorganisation or scheme of arrangement sanctioned by the court;

"Rules" means these rules of the Plan as amended from time to time;

"Shares" means fully paid ordinary shares in the capital of the Company, and includes any shares representing them following a Reconstruction or Takeover;

"Subsidiary" means a company which is a subsidiary of the Company within the meaning of section 1159 of the Companies Act 2006;

"Terminate" or "Terminates" means (in relation to a person's employment (or office)) the date on which employment (or office-holding) ceases unless the Committee determines in its absolute discretion that the date shall instead be the date on which notice is given to or by that person of impending cessation of employment (or office);

"Trust" means the A.G. Barr p.l.c. Savings Related Benefit Trust and/or such other employee benefit trust as the Committee may consider appropriate from time to time;

"Trustee" means the trustee or trustees (from time to time) of the Trust;

"Vested Shares" means in relation to a Conditional Award, the number of Shares to be issued or transferred to a Participant and, in relation to an Option, the number of Shares which may be acquired by a Participant on the exercise of the Option, in either case as determined (i) by the Committee under Rule 8.1 following the end of the Performance Period or Vesting Period (as applicable) or (ii) in accordance with the provisions of Rule 6 in the case of certain events prior to the Vesting Date; and "Vest" shall be construed accordingly;

"Vesting Date" is the date set by the Committee under Rule 3.2; and

"Vesting Period" means, in relation to an Award which is not subject to a Performance Condition or a Performance Period, the period (or periods) set by the Committee under Rule 3.2 before the end of which the Award (or part of an Award) may not normally Vest.

1. References in the Plan to any statutory provisions are to those provisions as amended, extended or re-enacted from time to time and include any regulations made under them; and, unless the context otherwise requires, words in the singular include the plural (and vice versa) and words imputing either gender include both genders.
2. Headings may be ignored in construing the Rules.

2

Rules of the A.G. BARR p.l.c. 2023 Long Term Incentive Plan for approval and adoption at the Annual General Meeting of A.G. BARR p.l.c. to be held on 26 May 2023.

1.4 Any determination which may be made by the Committee pursuant to these Rules shall be determined by the Committee in its sole discretion.

1. Operation of the Plan
   The Plan shall be operated and administered by the Company in accordance with the directions of the Committee.
2. Awards

1. The Committee may select any one or more Eligible Employees for participation in the Plan and, on behalf of the Company, grant Awards to them at any time before the 10th anniversary of the adoption of the Plan by the shareholders of the Company. Alternatively, or in addition, the Committee may request the Trustee to consider granting an Award to certain Eligible Employees and, if the Trustee does so agree to grant an Award, any reference in these Rules to any matter being done, determined or decided by, or being at the discretion of, the Company or the Committee shall be read as a reference to it being done, determined or decided by, or being at the discretion of, the Trustee (provided that the Trustee may request the Company or the Committee to carry out tasks of an administrative nature on its behalf, such as notifying the Participants of a particular decision).
2. When the Committee grants an Award it shall determine the terms of the Award in its sole discretion, including:
3. 1. whether the Award is a Conditional Award or an Option;
   2. where applicable, the terms of the Performance Condition and the Performance Period for it (see Rule 3.3);
   3. for an Award which is not subject to a Performance Condition and to which a Performance Period does not apply, the Vesting Period for that Award;
   4. the maximum number of Shares subject to the Award, which shall be calculated by the Committee considering the Award Value per Share;
   5. the Vesting Date (which shall, unless the Committee determines otherwise, be not less than three years from the Award Date);
   6. if the Award is an Option, the Option Price (if any);
   7. if the Award is an Option, the Lapse Date, which will be the day before the tenth anniversary of the Award Date, or such earlier date as the Committee determines at the Award Date, and provided that the Option may also lapse earlier as provided for in these Rules;
   8. if applicable, any Holding Period and the proportion of the Award to which it applies, if not 100 per cent; and
   9. such additional terms, if any, as the Committee may determine.
4. When the Committee grants an Award, its Vesting may be subject to a Performance Condition (and a Performance Period) set by the Committee and detailed in the terms of the Award at the time of grant. The Committee may amend or substitute a Performance Condition if one or more events occur which cause the Committee to consider that an

3