Hunting : Share Plan Rules

Hunting PLC

RULES OF THE 2024 HUNTING PERFORMANCE SHARE PLAN

Shareholder approval:	17 April 2024
Directors' adoption:	17 April 2024
Expiry date:	17 April 2034

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	Table of Contents
Contents	Page
1.	Definitions	2
2.	Grant of Awards	6
3.	Limits	11
4.	Vesting and Release of Awards	13
5.	Consequences of Vesting and Release of Awards	15
6.	Recovery of Awards	18
7.	Leaving the Group	21
8.	Adjustment of Awards	23
9.	Takeovers and corporate events	24
10.	Exchange of Awards	26
11.	Employee rights	27
12.	General	28
13.	Amending the Plan	30
14.	Governing law and jurisdiction	31

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The 2024 Hunting Performance Share Plan

Introduction

An Award can take the form of:

• a nil or nominal cost option - which is a right to acquire Shares during the Exercise Period either for nothing or for the Shares' nominal value;
• a conditional award - which is a right to be given Shares automatically on Vesting (or, at the end of the Holding Period, if the Award is subject to a Holding Period); or
• a forfeitable award - which is an award of Shares, held by or on behalf of the Participant for a period during which those Shares are forfeitable.

The grant and Vesting of the different types of Award work in similar ways but there are some differences in the mechanics of how they are granted and what happens after they Vest and, if applicable, any Holding Period has expired.

Awards may be subject to: (i) one or more Performance Conditions; and/or (ii) a post-Vesting Holding Period. After Vesting or (if applicable) the end of the Holding Period, Awards will normally be satisfied by the issue of new Shares or the transfer of "market purchase" Shares or Treasury Shares to the Participant.

This introduction does not form part of the rules.

1. Definitions

In these rules:

"Acquiring Company" has the meaning given in rule 9.3.1;

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

"Award Certificate" has the meaning given in rule 2.5.1;

"Award Date" means the date which the Committee specifies for the grant of an Award;

"Business Day" means a day on which the London Stock Exchange (or, if relevant and if the Committee determines, any other stock exchange nominated by the Committee on which the Shares are traded) is open for the transaction of business;

"Committee" means, subject to rule 9.4, the remuneration committee of the board of directors of the Company, or any committee or person duly authorised by it;

"Company" means Hunting plc incorporated in England and Wales with registered number 00974568;

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

"Control" means, in relation to a body corporate, the power of a person to secure by means of the holding of shares or the possession of voting power in or in relation to that or any other body

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corporate, or as a result of any powers conferred by the articles of association, or other document regulating that or any other body corporate, that the affairs of the first mentioned body corporate are conducted in accordance with the wishes of that person;

"Dealing Restrictions" means any restrictions relating to dealing in Shares imposed by law, order, regulation, Government directive or any dealing code adopted by the Company;

"Dividend Equivalent" has the meaning given in rule 5.5;

"Eligible Employee" means an individual who is a current employee (including an executive director) of the Company or any Subsidiary on the Award Date;

"Exercise Date" has the meaning given in rule 5.2.2;

"Exercise Period" means, in relation to an Option, the period beginning on the Expected Release Date or, if there is no Holding Period, on the Expected Vesting Date and, in each case, ending on the tenth anniversary of the Award Date (unless the Committee determines a shorter period under rule 2.8.12);

"Exercise Price" means, in relation to an Option, such amount as the Committee may determine on the Award Date, subject to any adjustment in accordance with rule 8, that a Participant must pay to exercise that Option;

"Expected Release Date" means the date specified under rule 2.8.8 on which the Award will normally be Released in accordance with the Plan rules;

"Expected Vesting Date" means the date specified under rule 2.8.7 on which the Award will normally Vest in accordance with the Plan rules;

"Expiry Date" means 17 April 2034, being the tenth anniversary of the date on which the Plan is approved by the Company's shareholders;

"Forfeitable Award" means an award of Shares under which the beneficial interest in the Shares is held by the Participant subject to the risk of forfeiture in accordance with the Plan rules;

"Forfeitable Share Agreement" means an agreement entered into between a Participant and the Company, which sets out the terms on which the Shares subject to a Forfeitable Award will be held;

"Group Member" means:

1. the Company;
2. its Subsidiaries from time to time; and
3. any other company which is associated with the Company and is so designated by the Committee,

and "Group" will be construed accordingly;

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"Holding Period" means a period beginning on the Expected Vesting Date and ending on the day before the Expected Release Date as determined by the Committee in accordance with rule 2.8.8;

"ITEPA" means the Income Tax (Earnings and Pensions) Act 2003, as amended from time to time;

"London Stock Exchange" means the London Stock Exchange or any successor body;

"Market Value" means, in relation to a Share on any date: (i) for the purposes of rule 5.6 in circumstances where rule 9 applies, the offer price per Share offered to the Company's shareholders in connection with the relevant corporate event (subject to such adjustments as the Committee may determine); (ii) the closing middle-market quotation (taken from the Daily Official List of the London Stock Exchange) of a Share on the Business Day before the relevant date; or

1. if the Committee so determines, such middle-market quotation for any other Business Day (or the average of such middle-market quotations for any Business Days) occurring before the relevant date, as the Committee may determine, provided that, where either (ii) or (iii) applies, such Business Days do not fall within any period when Dealing Restrictions apply to the Participant in respect of the Award or the Shares subject to the Award;

"Option" means a right granted under the Plan to acquire Shares for the Exercise Price;

"Original Entitlements Forfeited" means, in relation to a Recruitment Award, any awards or entitlements forfeited by an Eligible Employee as a result of the Eligible Employee leaving the Eligible Employee's former employer;

"Participant" means a person holding an Award or that person's personal representatives (or, in relation to rule 6, a person who has held an Award or that person's personal representatives);

"Performance Conditions" means any performance conditions imposed under rule 2.3;

"Performance Period" means the period in respect of which any Performance Conditions are to be satisfied as determined by the Committee in accordance with rule 2.3;

"Performance Share Award" means an Award designated by the Committee under rule 2.8.2 as a performance share award intended to promote the strong performance of the Company and the Participant;

"Plan" means the plan constituted by these rules known as the "2024 Hunting Performance Share Plan ", as amended from time to time;

"Pro-Rating Period" means:

1. subject to (iii) below, in relation to an Award subject to a Performance Condition, the Performance Period;
2. subject to (iii) below, in relation to an Award which is not subject to a Performance Condition, the Vesting Period; and

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1. in relation to an Award which is a Recruitment Award, the period over which the Original Entitlements Forfeited would have been time pro-rated in accordance with their terms (had they not lapsed) or such other period as the Committee may determine on or before the Award Date;

"Recovery Period" has the meaning given in rule 6.1;

"Recruitment Award" means an Award granted in connection with an Eligible Employee's recruitment to the Company or one of its Subsidiaries to compensate the Eligible Employee for any Original Entitlements Forfeited;

"Release" means, in relation to an Award that is subject to a Holding Period:

1. in respect of a Conditional Award, the Participant becoming entitled to receive the Shares subject to that Conditional Award;
2. in respect of an Option, the Participant becoming entitled to exercise that Option; or
3. in respect of a Forfeitable Award, the Participant's Shares ceasing to be subject to the terms of the Forfeitable Share Agreement,

in each case to the extent that the Award has Vested, and "Released" will be construed accordingly;

"Release Date" means the date on which an Award is Released;

"Relevant Employee Share Plan" means an employee share plan operated by a Group Member, other than an employee share plan which has been registered with HM Revenue & Customs for the purposes of one of Schedules 2 to 5 to ITEPA;

"Restricted Share Award" means an Award designated by the Committee as a restricted share award under rule 2.8.2 intended to promote the retention of the Participant and to align the Participant's interests to those of the Company's shareholders;

"Retained Portion" means, where rule 2.13 applies, the percentage of the Shares subject to an Award to be retained after Vesting and specified under rule 2.8.11 and, unless the Committee determines otherwise on or before the grant of an Award, the Retained Portion will be 100 per cent or, where any tax or social security contributions arise on the Vesting or exercise of an Award, the Shares remaining (or that would have remained) after the sale of sufficient Shares to meet such tax or social security contributions;

"Shares" means fully paid ordinary shares in the capital of the Company;

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

"Summary Dismissal" means, in relation to a Participant, the cessation of the Participant's employment with a Group Member in circumstances where that Group Member is entitled to terminate the Participant's employment contract summarily without payment;

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"Treasury Shares" means Shares which are governed by Chapter 6 of Part 18 of the Companies Act 2006;

"Vest" means:

1. in respect of a Conditional Award, the Participant becoming entitled, subject to the Plan rules and the expiry of any Holding Period (if applicable), to receive the Shares subject to that Conditional Award;
2. in respect of an Option, the Participant becoming entitled, subject to the Plan rules and the expiry of any Holding Period (if applicable), to exercise that Option during the Exercise Period; or
3. in respect of a Forfeitable Award, the Participant's Shares ceasing, subject to the Plan rules and the expiry of any Holding Period (if applicable), to be subject to the terms of the Forfeitable Share Agreement;

and "Vesting", "Vested" and "Unvested" will be construed accordingly;

"Vesting Date" means the date on which an Award Vests; and

"Vesting Period" means the period beginning on the Award Date and ending on the day before the Expected Vesting Date.

References in these rules to any statutory provision are to that provision as amended or re- enacted from time to time (and any regulations made under it), and, unless the context otherwise requires, words in the singular will include the plural and vice versa. The wording "to the extent that" means "if, but only to the extent that".

2. Grant of Awards

1. Eligibility
   The Committee may, subject to any Dealing Restrictions, grant an Award to any Eligible Employee.
2. Timing of Award
   Awards may not be granted at any time after the Expiry Date. Awards may only be granted:
   2.2.1 within 42 days beginning on:
3. 1. the date on which the Company holds a general meeting;
   2. the Business Day after the day on which the Company's results are announced for any period; or
   3. to the extent Dealing Restrictions apply at any time during the periods referred to in (i) or (ii) above, the first Business Day after the day on which the grant of Awards is no longer prohibited by any Dealing Restrictions; or

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1. on any other day on which the Committee resolves that exceptional circumstances exist which justify the grant of an Award.

2.3 Performance Conditions

1. When granting an Award, the Committee may make its Vesting conditional on the satisfaction of one or more performance-related conditions determined by the Committee.
2. The Committee may amend a Performance Condition either:
3. 1. in accordance with its terms; or
   2. if anything happens which causes the Committee to consider it appropriate,

provided that the Committee considers that any amended Performance Condition will not be materially less or more challenging to satisfy than the original condition would have been but for the relevant circumstances occurring.

1. 1. When the Committee grants an Award which is subject to one or more Performance Conditions, the Committee must also determine the Performance Period relating to such Performance Condition.
2. Other conditions
3. 1. The Committee may impose other conditions additional to the Plan rules on the Vesting and/or Release of an Award, provided that they are specified at the Award Date.
   2. The Committee may waive or amend any such condition.
4. Award Certificate
5. 1. Each Participant will receive a certificate (in such form as the Committee may determine) specifying the terms of the Award as soon as reasonably practicable after the Award Date (an "Award Certificate"). The Award Certificate may be the deed referred to in rule 2.8 or any other document or notification determined by the Committee. The Award Certificate may be distributed to Participants in hard copy, by email or by any other electronic means. If any Award Certificate is lost or damaged, the Company may replace it on such terms as it determines.
   2. Unless the Committee determines otherwise, a Participant must, before a date determined by the Committee and notified to the Participant, agree in writing to be bound by the Plan rules and the terms of their Award. If the Participant does not do so, the Committee may determine that either:
   3. 1. the Award lapses; or
      2. the Award will not Vest until the Participant does so agree in writing.

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1. No payment
   A Participant is not required to pay for the grant of any Award.
2. Administrative errors
   If the Committee purports to grant an Award which is inconsistent with rule 3, the Award will be limited and will take effect from the Award Date on a basis determined by the Committee to be consistent with that rule.
3. Terms of Awards
   Awards must be granted by deed, in such form as the Committee determines. The terms of the Award, as determined by the Committee, must be specified in the deed. These should include:
   2.8.1 whether the Award is:
4. 1. a Conditional Award;
   2. an Option (and if so, its Exercise Price); or
   3. a Forfeitable Award,

or a combination of the above;

1. whether the Award is a Performance Share Award or a Restricted Share Award;
2. the number of Shares subject to the Award;
3. the Award Date;
4. any Performance Conditions and any Performance Period;
5. any other condition imposed under rule 2.4;
6. the Expected Vesting Date;
7. whether a Holding Period applies and, if it does, the Expected Release Date;
8. if the Award is a Recruitment Award, the Pro-Rating Period;
9. if the Award is a Recruitment Award and rule 6.1.3 applies, the Recovery Period;
10. whether and on what basis rule 2.13 applies to the Award and, if it does, the Retained Portion;
11. in the case of an Option, the Exercise Period;
12. whether the Participant is entitled to receive any cash or Shares under rule 5.5; and

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1. in the case of a Forfeitable Award, whether, in respect of any dividends paid on the Shares subject to that Forfeitable Award before its Vesting Date, if it is not subject to a Holding Period, and its Release Date, if it is subject to a Holding Period, the Participant:
2. 1. may retain those dividends;
   2. must waive those dividends; or
   3. use those dividends to buy additional Shares, in which case the additional Shares will form part of the Shares subject to the Forfeitable Award.

2.9 Terms of agreement

An Eligible Employee who is to be granted a Forfeitable Award must enter into a Forfeitable Share Agreement on or before the Award Date under which the Eligible Employee agrees:

1. that, where the Plan rules refer to the Award lapsing, the Shares subject to the Forfeitable Award will be forfeit and the Eligible Employee will do all such things and execute all such documents as the Committee may require to effect the transfer of those Shares to the Committee's order for nil consideration;
2. that, until the Vesting Date of a Forfeitable Award which is not subject to a Holding Period or the Release Date of a Forfeitable Award which is subject to a Holding Period:
3. 1. the Eligible Employee will not assign, transfer or charge the Shares subject to the Forfeitable Award or any interest in them;
   2. the Eligible Employee will not, except in relation to any dividends (other than dividends which the Committee determines) paid on the Shares subject to the Forfeitable Award or as otherwise permitted by the Committee, assign, transfer or charge any value which the Eligible Employee receives in respect of the Shares subject to the Forfeitable Award and that such value will itself be treated as forming part of the Shares subject to the Forfeitable Award unless and to the extent that the Committee decides otherwise;
   3. if the Committee has so specified, the Eligible Employee will waive any dividends or reinvest any dividends to buy additional Shares which will form part of the Shares subject to the Forfeitable Award; and
   4. if the legal interest in the Shares subject to the Forfeitable Award is transferred to the Eligible Employee and the Committee so decides, the Eligible Employee will deposit the share certificates (or other documents of title) relating to the Shares subject to the Forfeitable Award with such person as the Committee may decide.

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