Croda International : Draft form of the rules of the Croda International Plc Sharesave Scheme

DRAFT

Rules of the Croda International Plc Sharesave Scheme (2023)

Eversheds Sutherland

(International) LLP

One Wood Street

London

EC2V 7WS

United Kingdom

1. [phone]

1. [phone] DX 154280 Cheapside 8

eversheds-sutherland.com

Approved by ordinary resolution of the Shareholders on …………………………………..

Adopted by resolution of the Board of Directors on ……………………………………………

Registered with HM Revenue and Customs on …………………………………………………..

under Reference: ………………………………………………………………………………………………….

Expires on ……………………………………………………………………………………………………………..

DRAFT: 01

Ref:

Date: 6 September 2022

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CONTENTS

Rule		Page
1	INTERPRETATION	2
2	GRANT OF OPTIONS	11
3	LIMITATIONS	13
4	EXERCISE AND LAPSE OF OPTIONS	15
5	CHANGE IN CONTROL AND LIQUIDATION	17
6	EXCHANGE OF OPTIONS	19
7	MANNER OF EXERCISE OF OPTIONS	20
8	ADJUSTMENT OF OPTIONS	21
9	COSTS	22
10	ADMINISTRATION	22
11	GENERAL	23
12	AMENDMENTS TO THESE RULES	23
13	OVERSEAS SUBSIDIARIES	24
14	DATA PROTECTION	24

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6 September 2022 gorrinma

RULES

of the

CRODA INTERNATIONAL PLC SHARESAVE SCHEME (2023)

1. INTERPRETATION In these Rules:

1.1 the following expressions have the following meanings unless inconsistent with the context:

"Acquiring Company"	the company which obtains Control of the Company in any
	of the circumstances referred to in Rules 6.1.1, 6.1.2,
	6.1.3 or 6.1.4 or which becomes bound or entitled to
	acquire Shares in the manner described in Rule 6.1.5 as
	the case may be
"Adoption Date"	the date on which the Scheme is adopted by a resolution
	of the Board
"Appropriate Period"	for the purposes of Rule 6.1:
	(a)	in the circumstances mentioned in Rule 6.1.1,
		the period of six months beginning on the later
		of the date on which Control of the Company
		passes to the Acquiring Company and the date
		on which any condition subject to which the
		General Offer is made has been satisfied;
	(b)	in the circumstances mentioned in Rule 6.1.2,
		the period of six months beginning on the date
		on which the compromise or arrangement is
		sanctioned by the Court;
	(c)	in the circumstances mentioned in Rule 6.1.3,
		the period of six months beginning on the date
		on which the compromise or arrangement is
		sanctioned by the Court;
	(d)	in the circumstances mentioned in Rule 6.1.4,
		the period of six months beginning on the date
		on which the Non-UK Company Reorganisation
		Arrangement becomes binding on the
		shareholders covered by it; and
	(e)	in the circumstances mentioned in Rule 6.1.5,
		the period during which the Acquiring Company
		remains bound or entitled as mentioned in that
		Rule
"Associated Company"	an associated company of the Company within the
	meaning that expression bears in paragraph 47(1) of
	Schedule 3
"Available Shares"	such number of Shares over which Options may be
	granted without breaching any limit imposed pursuant to
	Rule 3.1.4 or the limit set out in Rule 3.2
"Board"	the board of directors for the time being of the Company
	or the directors present at a duly convened meeting of

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	the directors or a duly appointed committee of the board
	of directors at which a quorum is present
"Bonus Date"	in respect of an Option, the earliest date on which a bonus
	is payable under the terms of the Savings Contract which
	has been entered into in connection with that Option (or
	the earliest date on which a bonus would be so payable
	but for the relevant bonus rate for that Savings Contract
	being zero)
"Company"	Croda International Plc (registered number 206132)
"Connected Persons"	has the same meaning as in section 993 of the Income
	Tax Act 2007
"Constituent Company"	the Company and any Subsidiary which is for the time
	being designated by the Board as a Constituent Company
"Continuous Employment"	the meaning given to that expression by section 210 of
	the Employment Rights Act 1996
"Control"	the meaning given to that expression by section 995 of
	the Income Tax Act 2007 and "Controlled" shall be
	construed accordingly
"Date of Grant"	in respect of an Option, the date upon which that Option
	is granted in accordance with these Rules and which date
	shall be specified in the Option Certificate relating to that
	Option
"Date of Invitation"	the date upon which an invitation is issued to an Eligible
	Employee in the manner referred to in Rule 2.1
"Dealing Day"	a day on which the London Stock Exchange is open for
	the transaction of business
"Eligible Employee"	(a)	any person:
		(i)	who holds Employment; and
		(ii)	whose	earnings	from	the
			Employment are (or would be if there
			were any) general earnings to which
			section 15 of the Income Tax
			(Earnings and Pensions) Act 2003
			applies; and
		(iii)	who at the relevant Date of Grant has
			been in Continuous Employment with
			any one or more Constituent
			Companies	(taken	together)	for a

period determined by the Board (in any case such period not being more than 5 years ending on the relevant Date of Grant); and

1. any other person holding Employment who has been nominated by the Board as an Eligible Employee

"Employment"a person will hold employment for the purposes of these Rules if they are a Full-time director holding salaried

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	employment (for the avoidance of doubt, excluding a non-
	executive director) with, or is an employee of, a
	Constituent Company (including for the avoidance of
	doubt any such person who may be absent from work by
	reason of confinement or pregnancy where such person
	has a right to return to work under Part VIII of the
	Employment Rights Act 1996 or other similar contractual
	right)
"Extended Grant Period"	the period commencing on the first day of the Grant
	Period and expiring 12 days after the end of the Grant
	Period
"Fair Processing Notice"	the notice referring to this Scheme, made available
	through the Company's intranet and/or the Company
	Secretary or any other officer of the Company, which sets
	out how personal data relating to Eligible Employees and
	Option Holders will be processed in connection with the
	Scheme
"Full-time"	in relation to an Eligible Employee who is a director of any
	company which is a Constituent Company, having a
	normal working week of at least 25 hours (excluding meal
	breaks)
"General Offer"	a general offer to acquire:
	(a)	the whole of the issued ordinary share capital of
		the Company (or such part of such capital as is
		not then owned by the person making the offer
		or any persons who are Connected Persons in
		relation to the person making the offer), which
		is made on a condition such that, if it is met, the
		person making the offer will have Control of the
		Company; or
	(b)	all the shares in the Company which are of the
		same class as the Shares (or such shares of that
		class as are not then owned by the person
		making the offer or any persons who are
		Connected Persons in relation to the person
		making the offer)
	in each case irrespective of whether the general offer is
	made to different shareholders by different means. For
	the purpose of this definition of General Offer, a person
	shall be treated as obtaining Control of the Company, if
	that person and others acting In Concert together obtain
	Control of the Company
"Grantor"	any person other than the Company who, pursuant to an
	agreement or other arrangement with the Company, has
	agreed to grant or (as the case may require) has granted
	an Option to acquire Shares from them
"Grant Period"	in any case where:
	(a)	the Board specifies the Option Price in the
		invitation relating to an Option pursuant to Rule
		2.2.1, the period commencing on the day
		immediately after the last day of the period
		during which an Eligible Employee may give a
		Notice of Application and expiring 30 days from
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