Victrex : Share Incentive Plan Rules

VICTREX CONFIDENTIAL

THE VICTREX PLC SHARE INCENTIVE PLAN

HMRC REFERENCE: A1477

Renewal approved by shareholders at the Annual General Meeting on [10 February 2023]

Expiry date: [10 February 2033]

Adopted by the Board on 5 December 2022

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	Contents
	Rule	Page
	Part 1 General Requirements
1.	Definitions And Interpretation	1
2.	All-Employee Nature Of Scheme	3
3.	Eligibility Of Individuals	3
4.	The Employment Requirement	3
5.	Eligibility Date	4
6.	The "No Material Interest" Requirement	4
7.	The "Requirement Of Non-Participation" In Other Relevant Share Schemes	4
8.	Limits	5
9.	Issue Of Shares	6
10.	Alterations	6
11.	Miscellaneous	6
	Part 2 Free Shares
12.	Issue Of Invitations And Maximum Annual Award	9
13.	Participation On The Same Terms	9
14.	Performance Allowances: General	9
15.	Performance Allowances: Method One	10
16.	Performance Allowances: Method Two	11
17.	The Holding Period	11
18.	Holding Period: Power To Authorise Trustees To Accept General Offers Etc	11
	Part 3 Partnership Shares
19.	Partnership Share Agreements	13
20.	Deductions From Salary	13
21.	Maximum Amount Of Deductions	13
22.	Minimum Amount Of Deductions	14
23.	Notice Of Possible Effect Of Deductions On Benefit Entitlement	14
24.	Partnership Share Money Held For Participant	14
25.	No Accumulation Period	15
26.	Scheme With Accumulation Period	15
27.	Restriction Imposed On Number Of Shares Awarded	16
28.	Stopping, Varying And Re-Starting Deductions	17
29.	Withdrawal From Partnership Share Agreement	17

30. Repayment Of Partnership Share Money On Withdrawal Of Scheme Approval Or Termination

	Of Scheme	18
31.	Access To Partnership Shares	18
32.	Meaning Of "Salary"	19
	Part 4 Matching Shares
33.	General Requirements For Matching Shares	20
34.	Ratio Of Matching Shares To Partnership Shares	20
35.	Application Of Provisions Relating To Holding Period Etc	20
	Part 5 Reinvestment Of Cash Dividends
36.	Reinvestment	21
37.	Limit On Amount Reinvested	21
38.	General Requirements For Dividend Shares	21

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39.	Acquisition Of Dividend Shares	21
40.	Holding Period For Dividend Shares	22
41.	Certain Amounts Not Reinvested To Be Carried Forward	22
	Part 6 Provision For Forfeiture And Ceasing To Be In Relevant Employment
42.	Permitted Restrictions: Provision For Forfeiture	23
	Part 7 The Trustees
43.	Duties Of Trustees	24
44.	Meeting PAYE Obligations	24
45.	Rights Issues	24
46.	Fractional Entitlements	25
47.	Capital Receipts And Other Amounts	25
	Part 8 Company Reconstructions
48.	Company Reconstructions	26

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VICTREX CONFIDENTIAL

THE VICTREX PLC SHARE INCENTIVE PLAN

PART 1

GENERAL REQUIREMENTS

1. DEFINITIONS AND INTERPRETATION

1.1 In this Scheme, unless the context otherwise requires:

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

"the Company" means Victrex plc (registered in England and Wales No. 2793780); "CTA" means the Corporation Taxes Act 2010;

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

"Free Shares" means shares to be appropriated to Participants without payment; "HMRC" means HM Revenue & Customs;

"ITA" means the Income Tax Act 2007;

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

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

"Market Value" means

1. on any day, where shares are acquired on the market of the London Stock Exchange by the Trustees over five or fewer consecutive Dealing Days ending on the date of award or appropriation of Partnership Shares, Free Shares or Matching Shares or for dividend shares, the price at which such shares were purchased and, where shares were purchased at different times and at difference prices, the average cost per share of making that acquisition; or
2. on any day, if the shares to be awarded on that day were not purchased by the Trustees in accordance with paragraph (a) above, the lower of the two prices shown in the Daily Official List of the London Stock Exchange as the closing price for the Shares on either that day or the immediately preceding Dealing Day, plus half the difference between these prices (or if the Exchange is closed on that day, the value on the latest previous day that the Exchange was open) or the average of such values over the five (5) consecutive Dealing Days ending on either that day or the immediately preceding Dealing Day, except where, in consequence of special circumstances, the closing price is not by itself a proper measure of the market value of the Shares; or
3. 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

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Part VIII of the Taxation of Chargeable Gains Act 1992 and agreed for the purposes of the Scheme with HMRC Shares and Assets Valuation on or before that day;

"Matching Shares" means shares to be appropriated to Participants without payment in proportion to the Partnership Shares acquired by them;

"Participant" means an individual to whom Free Shares or Matching Shares have been appropriated, or on whose behalf Partnership Shares have been acquired, under the Scheme;

"Participating Company" means the Company or any Subsidiary to which the Board has resolved that this Scheme shall from time to time be extended;

"Partnership Shares" means shares to be acquired on behalf of Participants out of sums deducted from their salary;

"PAYE" means the requirements of Pay As You Earn as prescribed by Part 11 of ITEPA or PAYE regulations under section 684 of ITEPA;

"Qualifying Company" has the same meaning as in paragraph 17 of Schedule 2;

"Restriction" means any contract, agreement, arrangement or condition which falls within section 423(1)(a) ITEPA;

"Schedule 2" means Schedule 2 to ITEPA;

"Schedule 2 SIP" a share incentive plan in relation to which the requirements of Parts 2 to 9 of Schedule 2 are (and are being) met;

"the Scheme" means the Victrex plc Share Incentive Plan (formerly known as the Victrex plc All Employee Share Ownership Scheme) as amended from time to time;

"Subsidiary" means a company of which the Company has control (within the meaning of section 719 of ITEPA);

"the Trust Deed" means the trust instrument made between the Company and the Trustees in connection with the operation of this Scheme;

"the Trustees" means the trustees or trustee for the time being of the Trust Deed; and expressions not otherwise defined herein have the same meanings as they have in Schedule 2.

1. Any reference in this Scheme to shares shall be a reference to shares that satisfy paragraphs 25 to 29 inclusive of Schedule 2 and any reference in this Scheme to Scheme shares shall be construed in accordance with the definition of "plan shares" in paragraph 99 (1) of Schedule 2.
2. Any reference in this Scheme 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 this Scheme.

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