Bunzl : 2024 LTIP Rules

BUNZL PLC

LONG TERM INCENTIVE PLAN (2024)

In the form as approved by shareholders

at the Annual General Meeting on [ ] [ ] 2024

[further to approval][and adopted] by the Board on [ ] [ ] 2024

PART A: SHARE OPTION AWARDS

	CONTENTS OF PART A
		Page
SECTION 1 OF PART A : NON-TAX ADVANTAGED OPTIONS	5
1.	DEFINITIONS AND INTERPRETATION	5
2.	ELIGIBILITY	7
3.	GRANT OF OPTIONS	7
4.	LIMITS	8
5.	EXERCISE OF OPTIONS	9
6.	TAKEOVER, RECONSTRUCTION AND WINDING-UP	12
7.	VARIATION OF CAPITAL	14
8.	ALTERATIONS	15
9.	CLAWBACK & MALUS	15
10.	HOLDING PERIODS	17
11.	MISCELLANEOUS	17
SECTION 2 OF PART A: SCHEDULE 4 TAX ADVANTAGED OPTIONS	20
1.	INTERACTION WITH SECTION 1 OF PART A	20
2.	DEFINITIONS	20
3.	ELIGIBILITY	20
4.	GRANT OF OPTIONS	20
5.	LIMITS	22
6.	EXERCISE OF OPTIONS	22
7.	TAKEOVER, RECONSTRUCTION AND WINDING-UP	23
8.	VARIATION OF CAPITAL	25
9.	ALTERATIONS	26
10.	NO CLAWBACK & MALUS	26
11.	NO CASH ALTERNATIVE	26
12.	NO HOLDING PERIOD	26
SCHEDULE 1 OF PART A: US OPTIONS	27

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1.	INTERACTION WITH SECTION 1 OF PART A	27
2.	DESIGNATION OF OPTIONS	27
3.	ELIGIBILITY	27
4.	GRANT OF OPTIONS	27
5.	LIMITS	27
6.	EXERCISE OF OPTIONS	28
7.	MISCELLANEOUS	28
SCHEDULE 2 OF PART A: FRENCH TAX FAVOURED OPTIONS	29
1.	INTERACTION WITH SECTION 1 OF PART A OF THE PLAN	29
2.	DEFINITIONS	29
3.	ELIGIBILITY	29
4.	GRANT OF OPTIONS	29
5.	EXERCISE OF OPTIONS	30
6.	VARIATION OF CAPITAL	31
7.	ALTERATIONS	31
SCHEDULE 3 OF PART A: PHANTOM OPTIONS	32
1.	INTERACTION WITH SECTION 1 OF PART A OF THE PLAN	32
2.	CASH BASED	32
3.	BASE PRICE	32
4.	EXERCISE OF PHANTOM OPTIONS	32
SCHEDULE 4 OF PART A: CALIFORNIA OPTIONS	34
SCHEDULE 5 OF PART A: BELGIAN OPTIONS ……………………………………………..…………………..35

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SECTION 1 OF PART A : NON-TAX ADVANTAGED OPTIONS

1. DEFINITIONS AND INTERPRETATION

1. In this section of Part A, unless the context otherwise requires:
   "the Board" means the board of directors of the Company or any committee appointed by such board of directors;
   "Clawback" means an obligation to repay the amounts referred to in Rule 9(3);
   "the Committee" means the remuneration committee of the Board or, if any of the events envisaged in Rule 6 occurs, then the remuneration committee as constituted immediately before such event occurred;
   "the Company" means Bunzl plc (registered in England & Wales No. 358948);
   "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 the transaction of business;
   "Financial Year" means the financial year of the Company within the meaning of section 390 of the Companies Act 2006;
   "the Grant Date" in relation to an option means the date on which the option was granted; "Group Member" means:
2. 1. a Participating Company; and
   2. a body corporate which has been designated by the Board for this purpose and is:
   3. 1. (within the meaning of section 1159 of the Companies Act 2006) the Company's holding company or a subsidiary 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% or more of its equity voting rights;

"Holding Period" means the period starting on the date on which an option becomes exercisable and ending on the earliest of the dates specified in Rule 10(6) during which a Participant agrees not to sell, transfer, assign or dispose of their Net Vested Shares on terms agreed with the Committee in accordance with Rule 10;

the "London Stock Exchange" means the London Stock Exchange plc;

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"Malus" means the method by which Clawback may be achieved by way of a cancellation, reduction and/or withholding of a bonus and/or incentive as set out in Rule 9(4)(a);

"Net Vested Shares" means the shares (if any) acquired or received by a Participant on or following the exercise of an option during the Holding Period, less: (a) a number of shares that have an aggregate market value on the date of exercise equal to the Participant's liability to tax and/or social security contributions due and arising on the exercise of the option; or (b) if the shares are sold to satisfy the Participant's liability to tax and/or social security contributions due on the exercise of an option, such number of shares so sold;

"Part A" means Part A to the Bunzl Long Term Incentive Plan (2024) but subject to any alterations or additions made under the rules of that part;

"Part B" means Part B to the Bunzl Long Term Incentive Plan (2024) but subject to any alterations or additions made under the rules of that part;

"Participant" means a person who holds an option granted under this section of Part A;

"Participating Company" means the Company or any Subsidiary or any company which is not under the control of any single person, but is under the control of two persons, one of them being the Company, and to which the Board has resolved that Part A shall for the time being extend;

"Performance Condition" means the term(s) and/or requirements, which shall be notified to the Participant on or as soon as reasonably practicable after the Grant Date, that the person granting the option shall apply to such option in addition to the terms set out in these rules the satisfaction of which shall determine the extent to which (if at all) an option is capable of exercise;

the "Plan" means the Bunzl Long Term Incentive Plan (2024) as herein set out in Part A and Part B but subject to any alterations or additions made under the rules of those parts;

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

"Schedule 4" means Schedule 4 to the Income Tax (Earnings and Pensions) Act 2003;

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

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

"this section" means section 1 of Part A;

the "Trustee" means the trustee or trustees for the time being of any trust established for the benefit of all or most of the employees of the Company and/or Subsidiaries;

"UKLA" means the United Kingdom Listing Authority;

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and expressions not otherwise defined herein have the same meanings as they have in Schedule 4.

1. Expressions not defined herein 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 this section to any enactment includes a reference to that enactment as from time to time modified, extended or re-enacted.
3. Where the context permits the singular includes the plural and vice versa and the masculine shall include the feminine.
4. Headings and words in italics are for guidance only and do not form part of this section.
5. The Plan in the form as set out in this document subject to any alterations or additions in accordance with the terms of the Plan shall apply only to grants made on or after the date of the Company's 2024 Annual General Meeting. The most recent previous version of the rules of the Plan (the Bunzl Long Term Incentive Plan (2014)) as available from the Company Secretary should be referred to in relation to older grants. The terms of participation in the Plan by the executive directors of the Company must operate within the parameters of relevant shareholder approved Directors' Remuneration Policy from time to time.

2. ELIGIBILITY

1. A person is eligible to be granted an option under this section if and only if he is on the Grant Date an employee (whether or not he is also a director) of a Participating Company.

3. GRANT OF OPTIONS

1. Subject to Rule 3(2) and Rule 4 below, the Board or the Trustees (but in the case of the Trustees only following a recommendation of the Board or the Committee) may grant to any person who is eligible to be granted an option under this section an option to acquire shares in the Company upon the terms set out in this section and subject to the terms of the Performance Condition; and for this purpose an option to acquire includes an option to purchase and an option to subscribe for shares.
2. An option may only be granted under this section:
3. 1. within the period of six weeks beginning with:
   2. 1. the date of the Company's 2024 Annual General Meeting; or

1. the Dealing Day next following the date on which the Company announces its results for any period; or

1. the removal of any restriction imposed under statute, order or regulation (including any regulation, order or requirement imposed by the London Stock Exchange, UKLA or any other regulatory authority) which had previously prevented the grant of an option under this paragraph (a); or

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1. 1. at any other time when the circumstances are considered by the Committee to be sufficiently exceptional to justify the grant thereof; and
   2. within the period of 10 years beginning with the date of the Company's 2024 Annual General Meeting.
2. The price at which shares may be acquired by the exercise of an option granted under this section shall be determined by the Committee before the grant thereof, but shall not be less than the higher of:
3. 1. if the price of shares of the same class as those shares are listed in the London Stock Exchange Daily Official List, the middle-market quotation of shares of that class (as derived from that List) on the Grant Date or on any Dealing Day within 7 days preceding the Grant Date or by reference to an average of two or more of any such successive quotations as selected by the Committee, provided that no such Dealing Day shall fall before the day on which the Company last announced its results for any period;
   2. if paragraph (a) does not apply, the market value (within the meaning of Part VIII of the Taxation of Chargeable Gains Act 1992) of shares of that class on the Grant Date; and
   3. in the case of an option to acquire shares by subscription, the nominal value of those shares.
4. An option granted under this section to any person:
5. 1. shall not, except as provided in Rule 5(4), be capable of being transferred, assigned or charged by him and any purported transfer, assignment or charge shall cause the option to lapse forthwith; and
   2. shall lapse forthwith if he is adjudged bankrupt.
6. There shall be no monetary consideration for the grant of any option under this section, and accordingly any such option shall be granted by deed.
7. A Participant shall be entitled to renounce, surrender, cancel, or agree to the cancellation of an option granted to him under this section within the period of 30 days immediately following the Grant Date and, if any option is so renounced, surrendered or cancelled, it shall be deemed never to have been granted.
8. Notwithstanding any other provision of these Rules, the grant of any option under this section and the delivery of any shares to Participants shall be subject to the provisions of the Company's Code of Dealing and to obtaining any approval or consent required under the provisions of The Listing Rules published by the UKLA, the City Code on Takeovers and Mergers or any other regulation or enactment.

4. LIMITS

1. No Participant shall be granted options which would, at the time they are granted, cause the aggregate market value of shares in the Company subject to any options granted to him in any

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Financial Year under Part A of the Plan to exceed 250% of the salary of such person, and for the purposes of this Rule 4(1):

1. 1. a person's salary shall be taken to be his base salary before tax (excluding benefits in kind and bonuses) expressed as an annual rate, payable by the Participating Companies to him at that time;
   2. the market value of shares subject to options granted under this section shall be the price at which the shares may be acquired; and
   3. where a payment of remuneration is made otherwise than in sterling, the payment shall be treated as being of the amount of sterling ascertained by applying such rate of exchange published in a national newspaper as the Committee shall reasonably determine.
2. No options shall be granted in any Financial Year which would, at the time they are granted, cause the number of shares allocated in the period of 10 years ending on the proposed date of Award under this Plan or under any other employee share scheme adopted by the Company to exceed such number as represents 10 per cent. of the ordinary share capital of the Company in issue at that time.
3. No options shall be granted in any Financial Year which would, at the time they are granted, cause the number of shares allocated in the period of 10 years ending on proposed date of Award under this Plan or under any other executive share scheme adopted by the Company to exceed such number as represents 5 per cent. of the ordinary share capital of the Company in issue at that time.
4. For purposes of the limits set out in Rules 4(2) and 4(3), where in connection with an employees' share scheme established by the Company, the Company grants an option to subscribe for shares to the Trustees or any other employee trust established by the Company (or issues shares to such trust other than pursuant to the exercise of such an option), this shall be treated as the grant of an option to subscribe for shares under that scheme.
5. Any option granted under this section shall be limited and take effect so that the above limits are complied with.
6. References in this Rule 4 to "allocated" shall mean, in relation to any option or other right to acquire shares, the placing of unissued shares or treasury shares under option or such other right, and for awards where there is no grant of an option or right to acquire shares, the allotment and issue of shares or the transfer of treasury shares to satisfy the award.
7. Where any option over unissued shares is released or lapses without being exercised (or the Board makes arrangements for it to be satisfied by the transfer of existing shares) the shares concerned will be ignored when calculating the limits in Rules 4(2) and 4(3).
8. Treasury shares shall cease to count as allocated shares if institutional investor guidelines cease to require such shares to be so counted.

5. EXERCISE OF OPTIONS

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1. The exercise of any option granted under this section shall be effected in such form and manner as the Committee may from time to time prescribe.
2. Subject to Rule 5(4) and Rules 6(1) and 6(3), an option granted under this section may not be exercised before the third anniversary of the Grant Date.
3. Subject to the Committee using its discretion as provided for in Rule 5(4) or in Rules 6(1) and 6(3), an option may only be exercised to the extent that the Performance Condition has been satisfied. Lapsed options shall not be capable of vesting or exercise in any circumstances.
4. If any Participant ceases to be a director or employee of a Group Member or dies, the following provisions apply in relation to any option granted to him under this section:
5. 1. if he ceases to hold such office or employment by reason of injury, disability, ill health, redundancy (as defined in the Employment Rights Act 1996), retirement with the agreement of the Committee, by reason of his office or employment being with a Participating Company of which the Company ceases to have Control, or by reason only that his office or employment is in a company which ceases to be a Group Member, or relates to a business or part of a business which is transferred to a person who is not a Group Member, such option shall lapse forthwith, unless the Committee determines otherwise, in which case:
   2. 1. subject to the provisions of Rule 6, the option may be exercised by the Participant to such extent as determined by the Committee (including if they see fit having regard to the reason for cessation of employment and/or the extent to which the Performance Condition has been satisfied on such basis as it selects) within the period of twelve months commencing on the third anniversary of the Grant Date; unless
      2. subject to the provisions of Rule 6, the Committee decides that, the option may be exercised by the Participant to such extent as determined by the Committee (including if they see fit having regard to the reason for cessation of employment and/or the extent to which the Performance Condition has been satisfied on such basis as it selects) within the period of twelve months commencing on the date of such cessation

and, if not exercised during such relevant period, shall lapse on the expiry of that period.

1. if he dies either at a time when he is a director or employee of a Group Member or at a time when he is permitted to exercise an option under Rule 5(4)(a), such option shall lapse forthwith unless the Committee determines otherwise, in which case, subject to the provisions of Rule 6, the option may be exercised by the Participant's personal representatives to such extent as determined by the Committee (including if they see fit having regard to the reason for cessation of employment and/or the extent to which the Performance Condition has been satisfied on such basis as it selects) within the period of twelve months commencing on the date of death and, if not exercised during such relevant period, shall lapse on the expiry of that period.

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