ASOS : Deferred Bonus Plan Rules for approval under resolution 15

ASOS Plc

RULES OF THE ASOS PLC DEFERRED BONUS PLAN 2022

SLAUGHTER AND MAY

One Bunhill Row

London EC1Y 8YY

Ref: PRL/IAB/CXUS

578570499

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The ASOS Plc Deferred Bonus Plan 2022

Introduction

An Award under the Plan can take the form of:

• a nil or nominal cost option - which is a right to acquire Shares during the Exercise Period either for nothing or for the Shares' nominal value; or
• a conditional award - which is a right to be given Shares automatically on Vesting.

The grant and Vesting of the different types of Award work in similar ways but there are some differences in the mechanics of how they are granted and what happens after they Vest. Awards will be satisfied by the issue of new Shares or the transfer of "market purchase" Shares or Treasury Shares to the Participant. This introduction does not form part of the Plan rules.

Definitions

In these rules:

"Acquiring Company" has the meaning given in rule 8.3.1;

"Award" means a Conditional Award or an Option;

"Award Certificate" has the meaning given in rule 1.5.1;

"Award Date" means the date which the Committee specifies for the grant of an Award;

"Bonus" means any bonus earned by an Eligible Employee under any annual bonus plan operated by the Company or a Subsidiary;

"Business Day" means a day on which the London Stock Exchange (or, if relevant and if the Committee determines, any other stock exchange nominated by the Committee on which the Shares are traded) is open for the transaction of business;

"Committee" means, subject to rule 8.4, the remuneration committee of the board of directors of the Company, or any sub-committee or person duly authorised by it;

"Company" means ASOS Plc, a company incorporated in England and Wales with registered number 04006623;

"Conditional Award" means a conditional right to automatically acquire Shares granted under the Plan;

"Control" means, in relation to a body corporate, the power of a person to secure by means of the holding of shares or the possession of voting power in or in relation to that or any other body corporate, or as a result of any powers conferred by the articles of association, or other document regulating that or any other body corporate, that the affairs of the first mentioned body corporate are conducted in accordance with the wishes of that person;

"Current Employee" means an individual who is a current employee (including an executive director) of the Company or any Subsidiary on the Award Date;

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"Dealing Restrictions" means any restrictions relating to dealing in Shares imposed by law, order, regulation or Government directive, or any dealing code adopted by the Company;

"Deferred Bonus" means the proportion of any Bonus that the Committee determines will be delivered in the form of an Award;

"Directors' Remuneration Policy" means the Company's directors' remuneration policy within the meaning of section 421(2A) of the Companies Act 2006;

"Dividend Equivalent Payment" has the meaning given in rule 4.5;

"Eligible Employee" means a Current Employee or a Former Employee;

"Exercise Period" means, in relation to an Option granted to a Current Employee, the period beginning on the Expected Vesting Date and ending on the tenth anniversary of the Award Date (unless the Committee determines a shorter period under rule 1.8.6) and, in relation to an Option granted to a Former Employee, the period of 12 months beginning on the Expected Vesting Date (unless the Committee determines an alternative period under rule 1.8.6);

"Expected Vesting Date" means the date specified under rule 1.8.5 on which the Award will normally Vest in accordance with the Plan rules;

"Expiry Date" means [●] 2032, being the tenth anniversary of the date on which the Plan is approved by the Company's shareholders in general meeting;

"Former Employee" means an individual who has been, but is no longer, an employee (including an executive director) of the Company or any Subsidiary, and who has earned a Bonus;

"Group Member" means:

1. the Company; and
2. its Subsidiaries from time to time; and
3. any other company which is associated with the Company and is so designated by the Committee,

and "Group" will be construed accordingly;

"ITEPA" means the Income Tax (Earnings and Pensions) Act 2003, as amended from time to time;

"London Stock Exchange" means the London Stock Exchange or any successor body;

"Market Value" means, in relation to a Share on any date: (i) the closing middle-market quotation (taken from the Daily Official List of the London Stock Exchange) of a Share on the Business Day before the relevant date or (ii) if the Committee so determines, such closing middle-market quotation for any other Business Day (or the average of such closing middle- market quotations for any Business Days) occurring before the relevant date, as the Committee may determine;

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"Option" means a right to acquire Shares granted under the Plan in the form of a nil or nominal cost option;

"Option Exercise Date" has the meaning given in rule 4.2.2;

"Original Entitlements Forfeited" means, in relation to a Recruitment Award, any conditional or unconditional entitlements forfeited by an Eligible Employee as a result of the Eligible Employee leaving the Eligible Employee's former employer;

"Participant" means a person holding an Award or that person's personal representatives (or, in relation to rule 5, a person who has held an Award or that person's personal representatives);

"Plan" means the plan constituted by these rules known as "The ASOS Plc Deferred Bonus Plan 2022", as amended from time to time;

"Recovery Period" has the meaning given in rule 5.1;

"Recruitment Award" means an Award granted in connection with an Eligible Employee's recruitment to the Company or one of its Subsidiaries to compensate the Eligible Employee for any Original Entitlements Forfeited;

"Relevant Employee Share Plan" means an employee share plan operated by a Group Member, other than an employee share plan which has been registered with HM Revenue & Customs for the purposes of ITEPA;

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

"Subsidiary" means a company which is a subsidiary of the Company within the meaning of section 1159 of the Companies Act 2006;

"Summary Dismissal" means, in relation to a Participant, the termination of the Participant's employment with a Group Member in circumstances where that Group Member is entitled to terminate the Participant's employment contract summarily without payment;

"Treasury Shares" means Shares which are governed by Chapter 6 of Part 18 of the Companies Act 2006;

"Vest" means:

1. in respect of a Conditional Award, the Participant becoming entitled to receive the Shares subject to that Conditional Award; or
2. in respect of an Option, the Participant becoming entitled to exercise that Option,

and "Vesting", "Vested" and "Unvested" will be construed accordingly; and

"Vesting Date" means the date on which an Award Vests.

References in these rules to any statutory provision are to that provision as amended or re- enacted from time to time (and any regulations made under it), and, unless the context otherwise requires, words in the singular will include the plural and vice versa.