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WICKES GROUP PLC

THE WICKES

DEFERRED ANNUAL BONUS PLAN

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

The Plan is a discretionary plan operated by the Company for selected employees. Its main purpose is to increase the interest of the employees in the Company's long-term business goals and performance through share ownership.

Shares purchased or received under the Plan, any cash received under the Plan and any gains obtained under the Plan are not part of salary for any purpose except to any extent required by statute.

The remuneration committee of the board of the Company shall have the right to decide, in its sole discretion, whether or not awards will be granted and to which employees those awards will be granted.

The detailed rules of the Plan are set out overleaf.

CONTENTS

Rule

Page

• 1. DEFINITIONS AND INTERPRETATION .............................................................................................. 3

• 2. ELIGIBILITY .............................................................................................................................................. 5

• 3. GRANT OF AWARDS ................................................................................................................................. 5

• 4. LIMITS ......................................................................................................................................................... 8

• 5. VESTING OF AWARDS .......................................................................................................................... 10

• 6. CONSEQUENCES OF VESTING ........................................................................................................... 11

• 7. EXERCISE OF OPTIONS ........................................................................................................................ 11

• 8. CASH ALTERNATIVE ............................................................................................................................ 13

• 9. LAPSE OF AWARDS ............................................................................................................................... 14

• 10. LEAVERS ................................................................................................................................................... 14

• 11. TAKEOVERS AND OTHER CORPORATE EVENTS ........................................................................ 15

• 12. ADJUSTMENT OF AWARDS ................................................................................................................. 16

• 13. MALUS & CLAWBACK .......................................................................................................................... 17

• 14. ALTERATIONS ......................................................................................................................................... 19

• 15. MISCELLANEOUS ................................................................................................................................... 19

APPENDIX I - CASH CONDITIONAL AWARDS ........................................................................................ 22

1.

DEFINITIONS AND INTERPRETATION

1.1

In the Plan, unless the context otherwise requires:

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

"Applicable Laws" means the Listing Rules published by the FCA , 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;

"Award" means an Option or a Conditional Award;

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

"Bonus" means a bonus payable under a discretionary bonus arrangement operated by a Participating Company and which may be conditionally deferred into an Award under the Plan;

"Bonus Year" means the financial year of the Company (or other relevant period) over which the Bonus is earned by reference to performance over that financial year (or other relevant period);

"Cessation" means a Participant ceasing to be an employee of a Group Member, except where:

(a) the Participant remains an employee of (and has not given or received notice of termination of employment with) any other Group Member; or

(b)the Participant retains a statutory right to return to work;

"Committee" means the remuneration committee of the Board or, on and after the occurrence of a corporate event described in Rule 11 (Takeovers and other corporate events), the remuneration committee of the Board as constituted immediately before that event;

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

"Conditional Award" means a conditional right to acquire Shares granted under the Plan which is designated as a conditional award by the Committee under Rule 3.2(b) (Committee determinations);

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

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

"Dividend Equivalent" means a benefit calculated by reference to dividends paid on Shares as described in Rule 3.4(a) (Treatment of Dividends);

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

"Exercise Period" means the period commencing on the date on which an Option Vests and ending on the date determined under Rule 3.2(e) during which an Option may be exercised subject to lapsing earlier under the Plan (such period to be no longer than 10 years commencing on the Grant Date);

"FCA" means the Financial Conduct Authority;

"Grant Date" means the date on which an Award is granted;

"Group Member" means:

(a) a Participating Company or a body corporate which is the Company's holding company

(within the meaning of section 1159 of the Companies Act 2006) or a Subsidiary of the Company's holding company;

• (b) a body corporate which is a subsidiary undertaking (within the meaning of section 1162 of the Companies Act 2006) of a body corporate within paragraph (a) above and has been designated by the Board for this purpose; and

• (c) any other body corporate in relation to which a body corporate within paragraph (a) or (b) above is able (whether directly or indirectly) to exercise 20% or more of its equity voting rights and has been designated by the Board for this purpose;

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

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

"Malus & Clawback" means an obligation to repay the amounts referred to in Rule 13.3 (Amount to be subject to Malus & Clawback);

"Normal Vesting Date" means the third anniversary of the Grant Date or such other date as the Committee specifies as the relevant Award's Normal Vesting Date on or prior to its Grant Date;

"Normal Vesting Period" means the period commencing on the Grant Date and expiring on the eve of the Normal Vesting Date;

"Option" means a conditional right to acquire Shares which is designated as an option by the Committee under Rule 3.2(b) (Committee determinations);

"Option Price" means the nominal amount, if any, determined under Rule 3.2(c) as payable per Share on the exercise of an Option (including any Shares acquired in respect of a Dividend Equivalent), provided that the Committee may reduce or waive this Option Price on or prior to the exercise of the Option;

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

"Participating Company" means the Company or any Subsidiary of the Company;

"Plan" means the Wickes Deferred Annual Bonus Plan as amended from time to time;

"Rule" means a rule of the Plan;

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

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

"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;