Genel Energy : Share plan rules

RULES

OF THE

GENEL ENERGY PLC 2021 PERFORMANCE SHARE PLAN

Board adoption:	16 March 2021
Shareholders' approval:	6 May 2021
Expiry date:	6 May 2031

Table of Contents
1.	Meaning of words used ........................................................................................................................	1
2.	Granting Awards...................................................................................................................................	3
3.	Phantom Awards ..................................................................................................................................	5
4.	Participant limits ...................................................................................................................................	5
5.	Share dilution limits ..............................................................................................................................	5
6.	Vesting and exercise of Awards ...........................................................................................................	6
7.	Lapsing .................................................................................................................................................	7
8.	Settlement of Awards ...........................................................................................................................	7
9.	Investigations .......................................................................................................................................	8
10.	Dealing Restrictions .............................................................................................................................	8
11.	Holding Period ......................................................................................................................................	9
12.	Leaving .................................................................................................................................................	9
13.	Mobile Participants .............................................................................................................................	10
14.	Takeovers and restructurings.............................................................................................................	11
15.	Exchange of Awards ..........................................................................................................................	12
16.	Variations in share capital ..................................................................................................................	13
17.	Tax......................................................................................................................................................	14
18.	Terms of employment.........................................................................................................................	14
19.	General...............................................................................................................................................	15
20.	Administration.....................................................................................................................................	16
21.	Changing the Plan and termination ....................................................................................................	17
22.	Governing law and jurisdiction ...........................................................................................................	18

Genel Energy plc 2021 Performance Share Plan

(i)

Genel Energy plc 2021 Performance Share Plan

1. Meaning of words used

1.1 General

In these rules:

"Award" means a Conditional Award, an Option or a Phantom Award;

"Award Date" means the date specified under rule 2.4 (Terms of Awards);

"Board" means the board of directors of the Company or a committee duly authorised by it. For the purposes of rules 14 (Takeovers and restructurings) and 15 (Exchange of Awards), it means those persons who were members of the Board immediately before the relevant event;

"Business Day" means a day on which the London Stock Exchange (or, if the Board decides, any other stock exchange on which the Shares are traded) is open for the transaction of business;

"Companies Law" means the Companies (Jersey) Law 1991;

"Company" means Genel Energy plc with registered in Jersey with number 107897;

"Conditional Award" means a conditional right to acquire Shares granted under the Plan;

"Control" means the power of a person to secure by means of the holding of shares or the possession of voting power or by virtue of any powers conferred by any articles of association (or other document), that the affairs of a body corporate are conducted in accordance with the wishes of that person;

"Dealing Restrictions" means any internal or external restrictions on dealings or transactions in securities;

"Dividend Equivalent" means a right to receive an additional amount, as set out in rule 8.3 (Dividend Equivalents);

"Employee" means any employee (including an executive director) of any Member of the Group and, for the purposes of rule 18 (Terms of employment), it includes a former employee;

"Executive Director" means an executive director of the Company;

"Exercise Period" means the period during which an Option may be exercised, starting when the Option Vests and ending on the 10th anniversary of the Award Date unless the Board decides that a shorter period will apply under rule 2.4 (Terms of Awards);

"Expected Vesting Date" means the date the Board decides under rule 2.4 (Terms of Award);

"Good Leaver Reason" means:

1. death;
2. ill-health,injury or disability (evidenced to the satisfaction of the Board);
3. retirement in accordance with the Participant's employment contract terms or by agreement with the Participant's employing company;
4. redundancy within the meaning of the UK Employment Rights Act 1996 (or an overseas equivalent);
5. the Participant's employing company ceasing to be a Member of the Group;

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1. the business or part of the business that employs the Participant being transferred outside of the Group; or
2. any other reason, at the discretion of the Board;

"Group" means the Company and any company that is a subsidiary of the Company (within the meaning of Articles 2 and 2A of Companies Law) and "Member of the Group" will be understood accordingly;

"Holding Period" will be as described in rule 11 (Holding Period);

"Leaves" means ceasing to be an employee (and ceasing to be a director) of all Members of the Group and "Leaving" will be understood accordingly;

"Malus and Clawback Policy" means the Genel Energy Group Malus and Clawback Policy (as amended from time to time) and "Malus" and "Clawback" will be understood accordingly;

"Market Value" on any day means:

1. when Shares are listed on the London Stock Exchange (or, if the Board decides, any other stock exchange on which the Shares are traded):
2. 1. the price shown in the Stock Exchange Daily Official List (or the relevant foreign exchange list that performs a similar function) for the previous Business Day as the closing price for the Shares on that day (or if two closing prices are shown, the lower price plus one-half of the difference between those two figures); or
   2. if the Board decides, the average of the price determined under (a) above over up to 5 consecutive Business Days as decided by the Board ending on the previous Business Day;

1. otherwise, the market value of a Share as determined in accordance with Part VIII of the Taxation of UK Chargeable Gains Act 1992; or
2. in either case, such value as the Board may decide;

"Option" means a right in the form of a nil cost option to acquire Shares granted under, and exercisable in accordance with, the Plan;

"Other Conditions" means any conditions imposed under rule 2.4.7;

"Participant" means a person holding or who has held an Award or, after death, that person's personal representatives;

"Performance Conditions" means any performance conditions imposed under rule 2.4.6;

"Performance Period" means the period in respect of which any Performance Conditions are to be satisfied, which will normally last at least three years and must be consistent with the Remuneration Policy for an Executive Director;

"Phantom Award" means a conditional right granted under the Plan to receive a cash sum linked to the value of a number of notional Shares;

"Plan" means the plan constituted by these rules and its schedules known as the Genel Energy plc 2021 Performance Share Plan, as amended from time to time;

"Remuneration Policy" means the Company's Directors' Remuneration Policy as last approved by shareholders;

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"Share" means a fully paid ordinary share in the capital of the Company;

"Tax" means any tax and social security charges (and/or any similar charges), wherever arising, in respect of a Participant's Award or otherwise arising in connection with that Participant's participation in the Plan; and

"Vesting" means:

1. 1. in relation to a Conditional Award, a Participant becoming entitled to the Shares;
   2. in relation to an Option, the Option becoming exercisable; and
   3. in relation to a Phantom Award, a Participant becoming entitled to the cash sum, and "Vest", "Vested" and "Unvested" will be understood accordingly.
2. Interpretation
3. 
   In this Plan, the singular includes the plural and the plural includes the singular. References to any enactment or statutory requirement will be understood as references to that enactment or requirement as amended or re-enacted and they include any subordinate legislation made under it.
4. Award tranches
5. 
   Where an Award is made up of different tranches with different Expected Vesting Dates, each tranche will be considered a separate Award for the purposes of interpreting and administering this Plan, except for the purposes of rule 6.6 (Option tranches).

2. Granting Awards

1. Eligibility
   The Board may only grant an Award to someone who is an Employee at the Award Date, and may not grant an Award to an Employee who is on notice to terminate their employment within the Group.
2. Timing of grant
   Awards may only be granted within 42 days starting on any of the following:
3. 1. the day on which Shares are admitted to trading on any stock exchange;
   2. the Business Day following the day on which the Company's results are announced for any period;
   3. any day on which changes to the legislation or regulations affecting share plans are announced or take effect;
   4. any day on which the Board resolves that exceptional circumstances exist which justify the grant of Awards; and
   5. the day Dealing Restrictions, which prevented the granting of Awards during the periods specified above, are lifted.

No Awards may be granted after the termination of the Plan.

2.3 Making an Award

Awards will be granted by deed or in any other way which ensures the Awards are contractually enforceable.

Participants will be notified of the terms of their Awards as soon as practicable.

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