Greencore : Rules of the Greencore Group plc 2023 Performance Share Plan

Rules of the Greencore Group plc 2023

Performance Share Plan

Adopted by the directors on 24 November 2022

Approved by shareholders on [26 January 2023]

Contents

1	DEFINITIONS AND INTERPRETATION	1
2	GRANT OF AWARDS	4
3	PERFORMANCE CONDITIONS	4
4	RESTRICTIONS ON TRANSFER AND BANKRUPTCY	5
5	DIVIDEND EQUIVALENTS	5
6	INDIVIDUAL LIMIT	5
7	FORFEITABLE SHARE AWARDS	5
8	PLAN LIMITS	6
9	REDUCTION FOR MALUS AND CLAWBACK	7
10	VESTING AND EXERCISE	10
11	HOLDING PERIOD	11
12	TAXATION AND REGULATORY ISSUES	11
13	CASH EQUIVALENT	11
14	CESSATION OF EMPLOYMENT	11
15	CORPORATE EVENTS	13
16	ADJUSTMENTS	14
17	AMENDMENTS	14
18	LEGAL ENTITLEMENT	15
19	DATA PROTECTION	16
20	GENERAL	17
SCHEDULE 1 - CASH AWARDS	19
1	NOTIONAL SHARES	19
2	CASH SUM	19
3	PAYMENT	19

THE GREENCORE GROUP PLC 2023 PERFORMANCE SHARE PLAN

1 DEFINITIONS AND INTERPRETATION

1.1 In this Plan, unless otherwise stated, the words and expressions below have the following meanings:

"Award"	a Conditional Award, a Nil-Cost Option or a Forfeitable Share Award;
"Award Notification"	means a notice, by letter, certificate or electronic communication,
	evidencing the grant of an Award;
"Board"	the board of the Company, the Remuneration Committee or any other
	duly authorised committee of the board;
"Clawback"	the discretion conferred on the Board to decide that an Award granted
	under this Plan, any Shares, Vested Shares or entitlements resulting
	from such an Award or any other benefit conferred under this Plan or
	any other incentive plan is to be reduced, repaid or forfeited in the
	manner provided for in Rule 9;
"Company"	Greencore Group plc registered in Ireland under No. 170116;
"Conditional Award"	a right to acquire Shares in accordance with the Rules of the Plan with
	no Exercise Period;
"Control"	the meaning given by section 432 of Part 13, Chapter 1 of TCA 1997;
"Dealing Day"	any day on which the London Stock Exchange is open for business;
"Dealing Restrictions"	restrictions imposed by the Company's share dealing code, the Listing
	Rules, MAR or any applicable laws or regulations, which impose
	restrictions on share dealing;
"Eligible Employee"	an employee (including an executive director) of the Company or any
	of its Subsidiaries;
"Exercise Period"	the period during which a Nil-Cost Option may be exercised;
"FCA"	the United Kingdom Financial Conduct Authority (or other relevant
	authority);
"Forfeitable Share Agreement"	an agreement entered into between a Participant and the Company
	prior to the grant of a Forfeitable Share Award, which sets out the terms
	on which the Shares comprised therein will be held and any
	requirement for Participants to comply with any arrangements to meet
	any Tax Liability;
"Forfeitable Share Award"	an award of Shares at no cost to a Participant subject to the terms of a
	Forfeitable Share Agreement;
"GDPR"	means Regulation (EU) 2016/679 of the European Parliament and of
	the Council of 27 April 2016 on the protection of natural persons with
	regard to the processing of personal data and on the free movement of
	such data (the General Data Protection Regulation) as amended from
	time to time;

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"Grant Date"	shall be either the date specified on Award Notification (in which case
	such date may not be earlier than the date the Remuneration
	Committee shall have resolved to grant the Award) or, if not specified,
	the date on which Award Notification is issued;
"Grant Period"	the period of 42 days commencing on:
	i) the day on which the Plan is approved by shareholders of the
	Company in general meeting;
	ii) the Dealing Day after the day on which the Company makes an
	announcement of its results for any period; or
	iii) any day on which the Board resolves that exceptional
	circumstances exist which justify the grant of Awards;
	unless the Company is restricted from granting Awards under the Plan
	during the periods specified above as a result of any Dealing
	Restrictions, in which case the relevant Grant Period will be 42 days
	commencing on the Dealing Day after such Dealing Restrictions are
	lifted;
"Group Member"	the Company, or any Subsidiary of the Company, any company which
	is (within the meaning of sections 7 and 8 of the Companies Act 2014)
	the Company's holding company or a Subsidiary of the Company's
	holding company;
"Holding Period"	the period that starts on the Normal Vesting Date and ends on such
	date as the Board may specify, not being earlier than the fifth
	anniversary of the Grant Date (save that it may end on a later date
	where so determined by the Board under Rule9.3.8) and provided that
	in the absence of a determination by the Board the period shall end on
	the earlier of the fifth anniversary of the Grant Date or the second
	anniversary of the Normal Vesting Date;
"Internal Reorganisation"	where immediately after a change of Control of the Company, all or
	substantially all of the issued share capital of the acquiring company is
	owned directly or indirectly by the persons who were shareholders in
	the Company immediately before the change of Control;
"Listing Rules"	the FCA's listing rules, as amended from time to time;
"Malus"	means the discretion conferred on the Board to decide that any Award,
	Vesting of an Award granted under this Plan or any other benefit
	conferred under this Plan or any other incentive plan is to be reduced,
	cancelled or subject to further conditions in the manner provided for in
	Rule 9.
"MAR"	the EU Market Abuse Regulation 596/2014, as applicable in the United
	Kingdom from 1 January 2021, as may be amended, varied or replaced
	from time to time;
"Nil-Cost Option"	a right to acquire Shares in accordance with the terms of the Plan during
	an Exercise Period;
"Normal Vesting Date"	the date on which an Award will normally Vest, which:

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	i) in respect of an Award which is subject to a Performance Condition,
	will be the date on which the Board determines that any
	Performance Condition has been satisfied in accordance with Rule
	10.1 (or such later date determined by the Board); and
	ii) in respect of an Award which is not subject to a Performance
	Condition, the third anniversary of the Grant Date (or such other
	date determined by the Board);
"Participant"	any person who holds an Award or following his death, his personal
	representatives;
"Performance Condition"	a condition or conditions imposed under Rule 3 which relates to
	performance and upon which the Vesting of an Award is dependent;
"Performance Period"	the period by reference to which an Award which is subject to the
	satisfaction of a Performance Condition will Vest which, unless the
	Board determines otherwise, will be at least three years;
"Personal Data"	the meaning given in the GDPR or any equivalent legislation in any
	other non-EU jurisdiction;
"Plan"	the Greencore Group plc 2023 Performance Share Plan in its present
	form or as amended from time to time;
"Restricted Period"	means a period of not less than 1, 2, 3, 4 or 5 complete years or a
	period in excess of 5 years, as specified by a Participant pursuant to
	Rule 10.5;
"Remuneration Committee"	the Remuneration Committee of the Board;
"Share"	a fully paid ordinary share in the capital of the Company;
"Subsidiary"	the meaning given by section 7 of the Companies Act 2014 of Ireland;
"TCA"	the Taxes Consolidation Act 1997 of Ireland;
"Tax Liability"	any tax or social security contributions liability in connection with an
	Award for which the Participant is liable (or in the opinion of the Board
	is believed to be liable) and for which any Group Member or former
	Group Member is obliged to account to any relevant authority;
"Trustee"	the trustee or trustees for the time being of any employee benefit trust,
	the beneficiaries of which include Eligible Employees;
"Vest"	i) in relation to a Conditional Award, the point at which a Participant
	becomes entitled to receive the Shares; and
	ii) in relation to a Nil-Cost Option, the point at which it becomes
	capable of exercise,
	iii) in relation to a Forfeitable Share Award, the point at which the
	restrictions imposed under the Forfeitable Share Agreement are
	no longer applicable

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