Morgan Sindall : 2023 Share Option Plan Rules

Morgan Sindall Group plc

RULES OF THE

MORGAN SINDALL

2023 SHARE OPTION PLAN

Shareholders' approval	● 2023
Directors' adoption	● 2023
Expiry Date	● 2033

The Board reserves the right, up to the time of the AGM on 4 May 2023, to make such amendments or additions to the rules of this Plan as it may consider necessary or desirable, provided that such amendments or additions do not conflict in any material respects with the description contained in the explanatory notes and appendix to the AGM notice.

Ref: CW32/NW03

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	CONTENTS
Clause	Heading	Page
	Part A - Schedule 4 Tax Advantaged Options	1
1	DEFINITIONS AND INTERPRETATION	1
2	ELIGIBILITY	3
3	GRANT OF OPTIONS	3
4	LIMITS	5
5	EXERCISE OF OPTIONS	8
6	LEAVERS AND DECEASED PARTICIPANTS	10
7	TAKEOVERS AND OTHER CORPORATE EVENTS	12
8	ADJUSTMENT OF OPTIONS	17
9	ALTERATIONS	18
10	MISCELLANEOUS	19
	Part B - Non Tax Advantaged Options	21
1	DEFINITIONS AND INTERPRETATION	21
2	ELIGIBILITY	22
3	GRANT OF OPTIONS	22
4	LIMITS	24
5	EXERCISE OF OPTIONS	26
6	LEAVERS AND DECEASED PARTICIPANTS	28
7	TAKEOVERS AND OTHER CORPORATE EVENTS	30
8	ADJUSTMENT OF OPTIONS	34
9	ALTERATIONS	34
10	MALUS / CLAWBACK	36
11	OPERATION OF MALUS AND CLAWBACK	37
12	MISCELLANEOUS	38

Part A

Schedule 4 Tax Advantaged Options

1 DEFINITIONS AND INTERPRETATION

1.1 In the Plan, unless the context otherwise requires:

"Board" means the board of directors of the Company or a duly authorised committee of the Board;

"Committee" means the remuneration committee of the Board or, on and after the occurrence of a corporate event described in Rule 7 (Takeovers and other corporate events), the remuneration committee of the Board as constituted immediately before such event occurs;

"Company" means Morgan Sindall Group plc (registered in England and Wales with registered number 00521970);

"Control" means control within the meaning of section 995 of the Income Tax Act 2007;

"Grant Date" means the date on which an Option is granted; "Group Member" means:

1. a Participating Company; and
2. a body corporate which has been designated by the Board for this purpose and is:
3. 1. the Company's holding company (within the meaning of section 1159 of the Companies Act 2006) or a subsidiary (also within the meaning of section 1159 of that Act) of the Company's holding company;
   2. a subsidiary undertaking (within the meaning of section 1162 of that Act) of a body corporate within paragraph (b)(i) above; or
   3. a body corporate in relation to which a body corporate within paragraph (b)(i) or (b)(ii) above is able (whether directly or indirectly) to exercise 20 per cent or more of its equity voting rights;

"HMRC" means HM Revenue & Customs;

"ITEPA" means the Income Tax (Earnings and Pensions) Act 2003;

"Listing Rules" means the Listing Rules published by the United Kingdom Listing Authority;

"London Stock Exchange" means London Stock Exchange plc or any successor to that company;

"Normal Vesting Date" means the date on which an Option becomes capable of exercise under Rule 5.1 (Timing of exercise: Normal Vesting Date);

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

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"Participant" means a person who holds an Option including their personal representatives;

"Participating Company" means the Company or any Subsidiary;

"Performance Condition" is a condition related to performance which is specified by the Committee under Rule 3.1 (Terms of grant);

"Plan" means the 2023 Morgan Sindall Share Option Plan as amended from time to time;

"Restriction" means any contract, agreement, arrangement or condition which makes provision to which any of subsections (2) to (4) of section 423 ITEPA (Restricted securities) would apply if references in those subsections to the employment-related securities were to Shares and the 'restriction' in that provision;

"Rule" means a rule of the Plan;

"Schedule 4" means Schedule 4 to ITEPA;

"Schedule 4 plan" means a share option plan which meets the requirements of Parts 2 to 6 of Schedule 4;

"Shares" means fully paid ordinary shares in the capital of the Company which satisfy the requirements of paragraphs 16 to 18 and paragraph 20 of Schedule 4 (fully paid up, ordinary share capital) unless Rule 7.5 (Exercise following disqualifying event) applies;

"Subsidiary" means a body corporate which is a subsidiary (within the meaning of section 1159 of the Companies Act 2006) of the Company and of which the Company has Control;

"Tax Liability" means any amount of tax or social security contributions for which a Participant would or may be liable and for which any Group Member or former Group Member would or may be obliged to (or would or may suffer a disadvantage if it were not to) account to any relevant authority;

"Vesting Period" means the period following the Grant Date and ending on the Normal Vesting Date.

1. Expressions not defined in Part A of the Plan have the same meanings as they have in Schedule 4 and interpretative provisions in Schedule 4 and any guidance issued by HMRC shall apply in interpreting this Plan (except where the Plan expressly provides otherwise).
2. Any reference in the Plan to any enactment includes a reference to that enactment as from time to time modified, extended or re-enacted.
3. Expressions in italics, headings and any footnotes are for guidance only and do not form part of the Plan.

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2 ELIGIBILITY

1. General rule on eligibility
   Subject to Rule 2.3 (Individuals not eligible), an individual is eligible to be granted an Option only if they are a qualifying employee as defined in Rule 2.2 (Individuals eligible).
2. Individuals eligible
   For the purposes of Rule 2.1, a qualifying employee is an employee of a Participating Company (except an employee who is a director of a Participating Company).
3. Individuals not eligible

An individual is not eligible to be granted an Option at any time when they are not eligible to participate in the Plan by virtue of paragraph 9 of Schedule 4 (material interest in a close company) or if they are an executive director of the Company.

3 GRANT OF OPTIONS

3.1 Terms of grant

(A)Subject to Rule 3.5 (Timing of grant), Rule 3.7 (Approvals and consents) and Rule 4 (Limits), the Committee may resolve to grant an Option on:

1. the terms set out in Part A of the Plan; and
2. such additional terms (whether a Performance Condition and/or any other terms) as the Committee may specify, provided the Committee reasonably considers that any such Performance Condition is a fair and objective measure of performance

to any person who is eligible to be granted an Option under Rule 2 (Eligibility).

1. On or before the Grant Date, the Committee shall determine the date on which an Option may become exercisable for the purposes of Rule 5.1 (Timing of exercise).
2. The following terms of an Option shall be stated at the time the Option is granted:
3. 1. the Option price (as determined by the Committee in accordance with Rule 3.4);
   2. the number and description of the Shares which may be acquired by the exercise of the Option;
   3. any Restriction to which the Shares which may be acquired by the exercise of the Option may be subject;
   4. the times at which the Option may be exercised (in whole or in part);
   5. any terms set out and/or specified under Rule 3.1(a) and the circumstances under which an Option will lapse or be cancelled (in whole or in part); and

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