ProCook : Amendment to the rules of the ProCook Group plc Deferred Bonus Plan 2021

Eversheds Sutherland

(International) LLP

One Wood Street

London

EC2V 7WS

United Kingdom

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DX 154280 Cheapside 8

eversheds-sutherland.com

Rules of the ProCook Group plc

Deferred Bonus Plan 2021

Adopted on 29 October 2021

Amended by resolution of the shareholders on [19 September 2023]

Expires on 29 October 2031

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CONTENTS

Rule		Page
1	INTERPRETATION	2
2	COMMITTEE MAY GRANT AWARDS	77
3	RESTRICTIONS ON THE GRANTING OF AWARDS	77
4	GRANT OF AWARDS	88
5	DIVIDEND EQUIVALENT SHARES	9
6	EXERCISE OF AWARDS	10
7	CASH EQUIVALENT	11
8	RESTRICTIONS UPON THE EXERCISE OF AWARDS AND LAPSE OF AWARDS	1212
9	CESSATION OF EMPLOYMENT	12
10	CHANGE IN CONTROL, LIQUIDATION AND DEMERGER	13
11	ADJUSTMENT OF AWARDS	1515
12	PRO-RATING OF AWARDS ON EARLY EXERCISE	1515
13	CLAWBACK AND MALUS	15
14	COSTS	17
15	ADMINISTRATION	17
16	GENERAL	1818
17	AMENDMENTS TO THESE RULES	18
18	OVERSEAS EMPLOYEES	19
19	DATA PROTECTION	19

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RULES

of the

PROCOOK GROUP PLC DEFERRED BONUS PLAN 2021

1. INTERPRETATION In these Rules:

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

"Admission Date"	the date that the Shares are admitted to the premium
	listing segment of the Official List of the UK Financial
	Conduct Authority and to trading on the Main Market of
	the London Stock Exchange
"Adoption Date"	the date on which the Plan is adopted by a resolution
	of the Board
"Annual Bonus Plan"	the ProCook Group plc Annual Bonus Plan or any
	replacement bonus plan adopted by the Company from
	time to time
"Award"	subject to Rule 7, a right to acquire Shares for nil
	consideration granted to an Eligible Employee pursuant
	to the Plan and for the time being subsisting (or, where
	the context so requires, a right to acquire Shares so to
	be granted)
"Award Certificate"	a certificate issued pursuant to Rule 4.4
"Award Date"	in respect of any Award, the date upon which that
	Award is granted by the Company
"Award Holder"	a person holding an Award or, where the context so
	requires, the legal personal representatives of such a
	person and in the context of Rule 13 only, in addition
	to the persons identified in the foregoing provisions of
	this definition, a person who has at any time held an
	Award
"Balancing Payment"	in respect of an Award, such amount as is determined
	in accordance with Rules 13.4 or 13.5
"Board"	the board of directors for the time being of the
	Company or the directors present at a duly convened
	meeting of the directors or a duly appointed committee
	of the board of directors at which a quorum is present
"Bonus"	a bonus awarded pursuant to an award granted under
	the Annual Bonus Plan
"Committee"	the remuneration committee of the Board
"Company"	ProCook Group plc (registered number 13679248)
"Control"	the meaning given to that term by section 995 of the
	Income Tax Act 2007 and "Controlled" shall be
	construed accordingly

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"Dealing Day"	a day on which the London Stock Exchange is open for
	the transaction of business
"Dividend Equivalent	in relation to any Award, the Shares notionally added
Shares"	to such Award pursuant to the provisions of Rule 5
"Early Exercise Trigger"	in respect of any Award, the Award Holder ceasing to
	be an Eligible Employee in circumstances where,
	pursuant to Rule 9, the Award may be exercised in a
	stated period of time after such cessation of
	employment
"Eligible Employee"	any individual who, at the relevant date, is an
	employee (including an executive director) of any
	company within the Group
"Employee Tax Liability"	all income tax and/or employee's national insurance
	contributions or similar levies for which a company in
	the Group (or any other person who, at the relevant
	time, is the employer of the Eligible Employee) is
	obliged to account to HMRC
"Excess Shares"	in respect of an Award to which Rule 13.3 applies, the
	number of Shares over which the Award would not be,
	or would not have been, capable of exercise but for the
	relevant circumstance, such number of Shares being
	determined by the Committee in its absolute discretion
"Exercise Period"	in respect of an Award:
	(a)	the period commencing on the day
		immediately after the Vesting Date in respect
		of such Award and ending on the day
		immediately before the tenth anniversary of
		the Award Date; or
	(b)	such shorter period as may be determined by
		the Committee in its absolute discretion as at
		the Award Date; or
	(c)	if the Award Holder, having not previously
		exercised the Award, shall be prevented from
		so doing on the last day of the periods set out
		above by virtue of Rule 8.1, the period
		ending 21 days after the first day on which
		the Award Holder is no longer so prevented
		(but no later than the tenth anniversary of the
		Award Date)
"Financial Year"	a financial year of the Company (as determined in
	accordance with the provisions of section 390 of the
	Companies Act 2006)
"General Offer"	a general offer to acquire the whole or part of the
	issued ordinary share capital of the Company (or such
	part of such capital as is not then owned by the offeror

or any company Controlled by the offeror and/or any persons acting In Concert with the offeror) as a result of which the offeror (or any such companies and/or such persons) may gain Control of the Company

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"Group"	the Company and all of the Subsidiaries for the time
	being or, where the context so requires, any one or
	more of them
"HMRC"	HM Revenue & Customs or where the context so
	requires in relation to any Award Holder or Eligible
	Employee who is subject to taxation in a jurisdiction
	outside the United Kingdom, any other equivalent body
	or fiscal authority competent to collect or impose taxes
	in the relevant jurisdiction concerned
"In Concert"	the meaning given to that term in The City Code on
	Takeovers and Mergers as amended from time to time
"Issue or Reorganisation"	any capitalisation issue or rights issue (other than an
	issue of shares pursuant to the exercise of an option
	given to the shareholders of the Company to receive
	shares in lieu of dividend) or open offer or any other
	variation in the share capital of the Company including
	(without limitation) any consolidation, sub-division or
	reduction of capital of the Company
"ITEPA"	the Income Tax (Earnings and Pensions) Act 2003
"London Stock	London Stock Exchange plc or any successor body
Exchange"	thereto
"Market Value"	in respect of any date in question:
	(a)	if the Shares are for the time being admitted
		to trading on the Official List of the UK Listing
		Authority, and have been so admitted for not
		less than three Dealing Days, the average
		closing price for a Share as derived from the
		Official List for the three consecutive Dealing
		Days immediately preceding that date, or
		such other price as may be specified by the
		Committee; or
	(b)	if the condition referred to in paragraph (a)
		of this definition is not satisfied, the market
		value of a Share as at the date concerned as
		determined in accordance with Part VIII of the
		Taxation of Chargeable Gains Act 1992
"Other Award"	means:
	(a)	an option or award in respect of Shares or
		cash held by an Award Holder under any
		incentive arrangement in which such Award
		Holder participates other than an Award
		granted under the Plan; and
	(b)	any payment to be made to an Award Holder
		other than pursuant to the Plan
"Other Discretionary	any Other Employees' Scheme other than a share
Scheme"	incentive plan which meets the requirements of Parts 2
	to 9 (inclusive) of Schedule 2 to ITEPA, a savings-
	related share option scheme which meets the
	requirements of Parts 2 to 7 (inclusive) of Schedule 3
	to ITEPA	or any other share option scheme of the

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