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WICKES GROUP PLC

THE WICKES

SHARE INCENTIVE PLAN

Adopted by the board of the Company on 23 March 2021, conditional on Admission

The Plan is a discretionary benefit offered by the Company for the benefit of its employees. Its main purpose is to increase the interest of employees in the Company's long-term business goals and performance through share ownership. The Plan is an incentive for employees' future performance and commitment to the goals of the Company's group.

Shares awarded or purchased under the Plan are not part of salary for any purpose (except to any extent required by statute).

The board of the Company shall have the right to decide, in its sole discretion, whether or not participation will be offered and to which employees the Plan will extend.

Participating in the Plan is an investment opportunity distinct from any employment contract. Participation in the Plan entails the risk associated with an investment. An individual who participates in the Plan is treated as being aware of such risks and accepts such risks of their own free will.

The detailed rules for the Plan are set out in this document.

CONTENTS

RULE

PAGE

• 1. DEFINITIONS .................................................................................................................... 1

• 2. PURPOSE OF THE PLAN .................................................................................................. 4

• 3. ELIGIBILITY ..................................................................................................................... 4

• 4. PARTICIPATION ON SAME TERMS ............................................................................... 6

• 5. LIMITS ............................................................................................................................... 6

• 6. ALTERATIONS .................................................................................................................. 7

• 7. MISCELLANEOUS ............................................................................................................ 7

• 8. FREE SHARES ................................................................................................................. 10

• 9. PARTNERSHIP SHARES ................................................................................................. 13

• 10. MATCHING SHARES ...................................................................................................... 17

• 11. DIVIDEND SHARES ........................................................................................................ 19

• 12. FORFEITURE .................................................................................................................. 22

• 13. PARTICIPANT CEASING TO BE IN RELEVANT EMPLOYMENT ............................. 22

• 14. COMPANY RECONSTRUCTIONS ................................................................................. 24

• 15. RIGHTS ISSUES ............................................................................................................... 24

• 16. PAYE LIABILITY ............................................................................................................ 26

1.

DEFINITIONS

1.1

In the Plan, unless the context otherwise requires:

"Accumulation Period" means a period specified by the Board not exceeding twelve months during which the Trustees accumulate a Qualifying Employee's Partnership Share Money before acquiring Partnership Shares or repaying it to the employee;

"Acquisition Date" means:

• (a) in relation to Partnership Shares, where there is no Accumulation Period, the date set by the Trustees in relation to the Award, being a date not later than 30 days after the last date on which the Partnership Share Money to be applied in acquiring the Partnership Shares was deducted;

• (b) in relation to Partnership Shares, where there is an Accumulation Period, the date set by the Trustees in relation to the Award, being a date not later than 30 days after the end of the Accumulation Period which applies to the Award; and

• (c) in relation to Dividend Shares, the date set by the Trustees in relation to the acquisition of such Shares, being a date not later than 30 days after the dividend is received by them;

"Admission" means the admission of the issued ordinary share capital of the Company to the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange;

"Applicable Laws" means the Listing Rules published by the Financial Conduct Authority, the City Code on Takeovers and Mergers, the Market Abuse Regulation (EU) 596/2014 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended from time to time or any other relevant UK or overseas regulation or enactment;

"Associated Company" has the same meaning as in paragraph 94 of the Schedule;

"Award Date" means the date on which Free Shares or Matching Shares are awarded under the Plan;

"Award" means:

(a) in relation to Free Shares and Matching Shares, the appropriation of Free Shares and Matching Shares under the Plan; and

(b)in relation to Partnership Shares, the acquisition of Partnership Shares on behalf of Qualifying Employees under the Plan;

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

"the Company" means Wickes Group plc (registered in England and Wales with registered number 12189061);

"Connected Company" has the same meaning as in paragraph 18(3) of the Schedule;

"Control" has the same meaning as in section 995 ITA;

"CTA 2010" means the Corporation Tax Act 2010;

"Dealing Day" means a day on which the London Stock Exchange is open for the transaction of business;

"Dividend Shares" means Shares acquired on behalf of a Participant from the reinvestment of dividends under Part D of the Plan and which are subject to the Plan;

"Free Share Agreement" means an agreement relating to Free Shares awarded under the Plan;

"Free Shares" means Shares awarded under Part A of the Plan which are subject to the Plan;

"Holding Period" means:

(a) in relation to Free Shares, the period specified by the Board as mentioned in Rule 8.14 (Holding Period for Free Shares);

(b)in relation to Matching Shares, the period specified by the Board as mentioned in Rule 10.4 (Holding Period for Matching Shares); and

(c) in relation to Dividend Shares, the period of three years from the Acquisition Date;

"HMRC" means HM Revenue & Customs;

"Initial Market Value" means the Market Value of a Share on an Award Date and, where the Share is subject to a Restriction, the Market Value shall be determined without reference to that Restriction;

"ITA" means the Income Tax Act 2007;

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

"ITTOIA" means the Income Tax (Trading and Other Income) Act 2005;

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

"Market Value" means on any day:

• (a) where all Shares comprising an Award are quoted on the Daily Official List of the London Stock Exchange and were purchased by the Trustees over five or fewer consecutive Dealing Days ending on the Award Date (or on the Dealing Day immediately preceding the Award Date), the price at which such Shares were purchased and, where Shares were purchased at different times and at different prices, the average of the prices paid by the Trustees in the purchase of those Shares; or

• (b) if the Shares to be awarded on that day were not purchased by the Trustees in accordance with paragraph (a) above and the Shares are quoted on the Daily Official List of the London Stock Exchange, the average of the middle market quotations of a Share as derived from that list on the five Dealing Days immediately preceding the Award Date; or

• (c) if the Shares have not been admitted to the Daily Official List of the London Stock Exchange, the market value of a Share determined in accordance with the provisions of Part VIII of the Taxation of Chargeable Gains Act 1992 and agreed for the purposes of the Plan with HMRC Shares and Assets Valuation on or before that day;

"Matching Shares" means Shares awarded under Part C of the Plan and which are subject to the Plan;

"NICs" means National Insurance contributions;

"Participant" means an individual who has received an Award of Free Shares, Matching Shares or Partnership Shares, or on whose behalf Dividend Shares have been acquired;

"Participating Company" means the Company and any Subsidiary designated by the Board;

"Partnership Shares" means Shares awarded under Part B of the Plan and which are subject to the Plan;

"Partnership Share Agreement" means an agreement relating to Partnership Shares (and if appropriate Matching Shares) awarded under the Plan;