Porvair : New SAYE rules in support of AGM notice

Commercial in confidence

Rules of the Porvair Plc

SAYE Share Option Plan

Approved by the Shareholders on [2024]

Adopted by the Board on 14 December 2023

Self-certification acknowledgement ref

Expiry Date [2034]

Commercial in confidence

2

Contents

1INTERPRETATION3

2INVITATIONS AND APPLICATIONS FOR OPTIONS7

3SCALING DOWN9

4GRANT OF OPTIONS10

5EXERCISE OF OPTION12

6LAPSE OF OPTION14

7CORPORATE TRANSACTIONS15

8MANNER OF EXERCISE OF OPTIONS18

9EMPLOYMENT RIGHTS19

10ADMINISTRATION20

INTERPRETATION

1.1 In these Rules (unless the context otherwise requires) the following words and expressions shall have the following meanings:

1.2 In these Rules, except insofar as the context otherwise requires:

(a) words denoting the singular shall include the plural and vice versa and words importing a gender shall include every gender and references to a person shall include bodies corporate and unincorporated and vice versa;

(b) rule headings are inserted for convenience only and are to be ignored in construing these Rules;

(c) references in these Rules to any statute shall be deemed to include every modification, amendment, extension and/or re-enactment by statute or sub-ordinate legislation for the time being in force and shall include any orders, regulations, instruments or other sub-ordinate legislation made under the relevant statute; and

(d) words shall have the same meanings as in ITEPA unless the context otherwise requires.

INVITATIONS AND APPLICATIONS FOR OPTIONS

Invitations to Apply for Options

1.3 The Company may invite applications from Eligible Employees to receive Options at any time or times during an Invitation Period.[footnoteRef:1] [1: ]

1.4 Any invitation to apply for Options shall be sent in writing to all Eligible Employees and shall include details of:

(a) any eligibility criteria;

(b) the Exercise Price or how it is to be calculated;

(c) the Minimum Contribution and Maximum Contribution that may be paid;

(d) whether the Eligible Employees may elect for a three or five year Savings Contract;

(e) whether the repayment under the Savings Contract is to be taken as including the five year bonus, the three year bonus, or no bonus;

(f) the form of application for an Option and a Savings Contract, and the date by which applications for an Option must be received (being not less than 14 days nor more than 21 days after the date on which the Company invites applications).

The Company may also determine and include in the invitations details of the maximum number of Shares over which Options may be granted a result of the current invitations.

Application for Options

1.5 An application for an Option by an Eligible Employee shall be in writing or in electronic format and in such form as the Company may from time to time prescribe, and shall require the applicant to state:

(a) the Monthly Contributions (being a multiple of £1 and not less than the Minimum Contribution or more than the Maximum Contribution) that he wishes to make under the Savings Contract;

(b) that their proposed Monthly Contributions (when taken together with any monthly contributions he makes under any other Savings Contract) will not exceed the Maximum Contribution; and

(c) whether the Eligible Employee elects for a three or five year Savings Contract (if such election is available).

1.6 An application for an Option by an Eligible Employee shall incorporate or be accompanied by a completed Savings Contract application form.

1.7 Each application for an Option shall provide that, in the event of excess applications, the application shall be deemed to have been modified or withdrawn in accordance with the steps taken by the Company to scale down applications pursuant to Rule 3 (Scaling Down).

1.8 Proposals for a Savings Contract shall be limited to such building society or bank as the Company may designate.

1.9 Each application shall be deemed to be for an Option over the largest whole number of Shares which can be acquired at the Exercise Price with the expected repayment under the relevant Savings Contract at the appropriate Bonus Date (including where appropriate any relevant bonus).

Multiple Applications

1.10 Eligible Employees may apply for more than one Option in response to any invitation. However, where an Eligible Employee applies for more than one Option, he shall be deemed for the purposes of Rule 3 (Scaling Down) to have applied for a single Option.

SCALING DOWN

Process for Scaling Down

1.11 If valid applications are received for a total number of Shares that exceeds the maximum number of Shares determined by the Company pursuant to Rule 2.2 or the limits under Rule 4.4 (Plan Limits), the Company shall scale down applications by taking in its absolute discretion any of the steps in Rule 3.2 and amending the Savings Contracts accordingly until the total number of Shares applied for no longer exceeds the maximum number of Shares available. In reducing the number of Shares applied for, any adjustments shall ensure that an Eligible Employee's Monthly Contribution remains a multiple of £1.

1.12 The steps that can be taken are:

(a) each election for a bonus can be treated as an election for no bonus;

(b) each election for the five year contract can be treated as an election for the three year contract;

(c) the proposed Monthly Contributions shall be reduced pro rata to the excess over such amount as the Company shall determine, being not less than £5;

(d) so far as is necessary once the other steps have been taken, applications shall be selected by lot.

1.13 If the Board so determines, the steps in Rule 3.2 may be modified or applied in any manner as may be agreed in advance with HMRC.

Cancellation of Offer

3.4 If the number of Shares available is insufficient to enable an Option based on Monthly Contributions of £5 a month to be granted to each Eligible Employee making a valid application, the Company may, as an alternative to selecting by lot, determine in its absolute discretion that no Options shall be granted.

Extension of Grant Period

1. If, in applying the scaling down provisions contained in this Rule 3, Options cannot be granted within the 30 day period referred to in Rule 4.1 below, the Board may extend that period by 12 days.

GRANT OF OPTIONS

Grant Date

1.15 Subject to the remaining provisions of this Rule 4, within 30 days (or such longer period as is permitted by Rule 3.5) following the earliest Dealing Date by reference to which the Market Value of the Shares was determined for the purposes of calculating the Exercise Price, the Company shall grant an Option to each Eligible Employee who has submitted a valid application in respect of the largest whole number of Shares which can be acquired at the Exercise Price with the expected repayment under the relevant Savings Contract at the appropriate Bonus Date (including where appropriate any relevant bonus).

Prohibition on Grant of Options

1.16 Options may only be granted:

(a) during the 30 day period specified in Rule 4.1 (or such longer period as is permitted by Rule 3.5); and

(b) at a time when the grant is not prohibited by or in breach of any law, regulation with the force of law, or non-statutory set of guidelines or code that applies to the Company or with which it wishes to comply (including the Market Abuse Regulation and any other regulation, order or requirement imposed on the Board by the London Stock Exchange or the Financial Conduct Authority or any other regulatory authority), or any share dealing code adopted by the Companyfrom time to time.

Plan Limits

1.17 The number of Shares in respect of which Options are granted under the Plan shall be limited (and the Options shall take effect to the extent that) immediately following any grant of Options the aggregate of (i) the number of Shares which have been or remain to be issued on the exercise of the Options and (ii) the number of Shares which have been or remain to be issued pursuant to rights granted in the 10 years ending on that date under any Other Share Scheme, will not exceed such number of Shares as represents 10 per cent of the issued ordinary share capital of the Company immediately prior to the Date of Grant.

1.18 Where more than one Option is granted on the same day, Rule 4.3 shall apply to all Options granted on that day on a pro rata basis (so as to scale down the number of Shares comprised in each Option, rounded to a whole number of Shares as determined by the Board).

Persons to whom Options may not be Granted

1.19 No Option shall be granted to any person if at the Date of Grant that person has ceased to be an Eligible Employee.

Limit on Contributions

1.20 No Eligible Employee shall be granted an Option to the extent it would at the Date of Grant cause the aggregate amount of the Eligible Employee's monthly contributions under any Savings Contracts to exceed the Maximum Contribution.

Issue of Option Certificate

1.21 As soon as practicable after the Date of Grant, the Company shall issue to each Option Holder an Option Certificate in such form (consistent with the provisions of the Plan) as the Company may prescribe. Each Option Certificate shall specify the Date of Grant of the Option, the number and class of Shares in respect of which the Option is granted, the Bonus Date, the Exercise Price, whether or not the Shares which may be acquired on exercise of the Option are subject to any restrictions, and if so the details of those restrictions.

Non-Transferability of Option

1.22 Except as otherwise provided in these Rules, every Option shall be personal to the Option Holder to whom it is granted and shall not be transferred, assigned or charged. On the death of an Option Holder, an Option shall be capable of being exercised by the Option Holder's legal personal representatives in accordance with the Rules.

EXERCISE OF OPTION

No Exercise before Bonus Date

1.23 Save as provided in Rules 5.5 (Death), 5.6 (Termination of Employment) and 7 (Corporate Transactions), an Option may not be exercised earlier than the Bonus Date under the relevant Savings Contract.

No Exercise more than 6 months after Bonus Date

1.24 Save as provided in Rule 5.5 (Death), an Option may not be exercised later than six months after the Bonus Date under the relevant Savings Contract.

Partial Exercise

1.25 An Option may be exercised in whole or in part. However, if such partial exercise occurs the unexercised part shall lapse at the date of exercise.

Employment Requirement

1.26 Subject to Rules 5.5 (Death), 5.6 (Termination of Employment) and 7 (Corporate Transactions), an Option may only be exercised by an Option Holder whilst he is a director or employee of a Constituent Company.

Death of Option Holder

1.27 An Option may be exercised by the personal representatives of a deceased Option Holder:

(a) within 12 months following the date of their death if such death occurs before the Bonus Date; or

(b) within 12 months following the Bonus Date in the event of their death on or within 6 months after the Bonus Date.

Termination of Employment

1.28 Subject to Rule 5.2 (No Exercise more than 6 months after Bonus Date) and Rule 5.1 (No Exercise before the Bonus Date) an Option may be exercised by an Option Holder within six months following the date on which he ceases to be an Eligible Employee by reason of:

(a) injury or disability (evidenced to the satisfaction of the Company);

(b) redundancy within the meaning of the Employment Rights Act 1996;

(c) retirement;

(d) a relevant transfer within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006;

(e) the company by which the Option Holder is employed ceasing to be an Associated Company by reason of a change of control (as determined in accordance with sections 45 and 451 of the Corporation Tax Act 2010); or

(f) if the cessation of employment is more than three years after the Date of Grant) any other reason (save for dismissal for fraud or any act or omission amounting to misconduct).

1.29 No person shall be treated for the purposes of these Rules as ceasing to be an Eligible Employee until that person ceases to hold any office or employment in the Company or any Associated Company.

Employment by Associated Company

1.30 If at the Bonus Date the Option Holder holds an office or employment in a company which is not a Constituent Company but which is an Associated Company, the Option Holder's Option may be exercised at any time within six months of the Bonus Date.

No Exercise if Exercise is restricted

1.31 Notwithstanding any other provision of these Rules, an Option Holder may not exercise an Option at any time when they are restricted from doing so by statute, order or regulation (including the Market Abuse Regulation and any other regulation, order or requirement imposed on the Option Holder by the London Stock Exchange or the Financial Conduct Authority or any other regulatory authority), or by any dealing code to which they are subject.

LAPSE OF OPTION

1.32 An Option shall cease to be exercisable and shall lapse on the earliest of the following:

(a) if the provider refuses to accept the Option Holder's application for a Savings Contract;

(b) if, before an Option has become capable of being exercised, the Option Holder gives notice that he intends to stop paying Monthly Contributions, or is deemed under the terms of the Savings Contract to have given such notice, or makes an application for repayment of the Monthly Contributions;

(c) subject to Rule 6.1(d), six months after the Bonus Date;

(d) where the Option Holder dies before the Bonus Date, 12 months after the date of death, or where the Option Holder dies on or in the period of six months after the Bonus Date, 12 months after the Bonus Date;

(e) the expiry of any of the six month periods specified in Rule 5.6 (Termination ofEmployment) unless the Option remains exercisable pursuant to Rule 5.5 (Death) in which case it will lapse under Rule 6.1(d) above;

(f) the expiry of any of the time limits for exercise as set out in Rule 7 (Corporate Transactions) unless the Option remains exercisable pursuant to Rule 5.5 (Death) or Rule 5.6 (Termination ofEmployment) in which case it will lapse under Rule 6.1(d) or 6.1(e) above (as applicable);

(g) the Option Holder ceasing to hold any office or employment with the Company or any Associated Company for any reason other than those specified in Rules 5.5 (Death) and 5.6 (Termination of Employment), unless the cessation arises during one of the periods specified in Rule 7 (Corporate Transactions) during which the Option is exercisable;

(h) the passing of an effective resolution, or the making of an order by the Court, for the winding-up of the Company other than in accordance with Rule 7.4 (Voluntary Winding Up); and

(i) the Option Holder being adjudicated bankrupt or any voluntary arrangement or scheme being made in relation to their debts with their creditors or any section of them.

CORPORATE TRANSACTIONS

General Offer

1.33 Subject to Rule 7.3 (Compulsory Acquisition) and Rule 7.6 (Exchange of Options) if any person acting alone or in concert with others obtains Control of the Company as a result of making either:

(a) a general offer to acquire the whole of the issued ordinary share capital of the Company, which is made on a condition such that if it is met, the person making the offer will have Control of the Company; or

(b) a general offer to acquire all the shares in the Company which are of the same class as the Shares.

(in either case disregarding any Shares already owned by the person making the offer or any person connected with that person for the purposes of section 718 of ITEPA and regardless of whether the general offer is made to different shareholders by different means), the Company shall notify Option Holders in writing as soon as practicable and, subject to Rule 5.2 (No Exercise more than 6 months after Bonus Date) and Rule 6 (Lapse), an Option may be exercised within six months (or such earlier date as the Company may determine) of the date upon which the person making the offer obtains Control of the Company and any condition subject to which the offer is made has been satisfied.

Court sanctioned compromise or arrangement

1.34 If any court sanctions a compromise or arrangement under section 899 of the Companies Act 2006 applicable to or affecting:

(a) all the ordinary share capital of the company or all the shares of the same class as the shares to which the option relates, or

(b) all the shares, or all the shares of that same class, which are held by a class of shareholders identified otherwise than by reference to their employment or directorships or their participation in a plan that meets the requirements of Parts 2 to 7 of Schedule 3 of ITEPA,

the Company shall notify all Option Holders as soon as practicable and (subject to Rules 7.6 (Exchange of Options), 5.2 (No Exercise more than 6 months after Bonus Date) and 6 (Lapse)), an Option may be exercised within six months of the date on which the court sanctions the compromise or arrangement.

Compulsory Acquisition

1.35 If any person becomes bound or entitled to acquire Shares under sections 979 to 982 or 983 to 985 of the Companies Act 2006, the Company shall notify all Option Holders following which (subject to Rules 7.6 (Exchange of Options), 5.2 (No Exercise more than 6 months after Bonus Date) and 6 (Lapse)), an Option may be exercised at any time during which the person remains so bound or entitled.

Voluntary Winding-Up

1.36 If the Company gives notice to its shareholders of a general meeting of the Company at which a resolution will be proposed for the voluntary liquidation of the Company, the Company shall notify Option Holders following which, subject to Rule 5.2 (No Exercise more than 6 months after Bonus Date) and Rule 6 (Lapse), an Option may be exercised at any time prior to but conditional upon the passing of the resolution.

1.37 Where an Option Holder exercises an Option under Rule 7.4 (Voluntary Winding-Up), the Option Holder shall be entitled to share in the assets of the Company with existing shareholders in the same manner as he would have been entitled had the Shares acquired on exercise of the Options been registered in their name before the resolution for voluntary liquidation was passed.

Exchange of Options following Change of Control

1.38 If as a result of the events specified in Rules 7.1 (General Offer) or 7.2 (Court sanctioned compromise or arrangement)a person has obtained Control of the Company (including as a result of a Non-UK Company Reorganisation Agreement that has become binding on the shareholders covered by it), or if a person has become bound or entitled as mentioned in Rule 7.3 (Compulsory Acquisition), the Option Holder may with the agreement of that other person (the "Acquiring Company") release any Option that has not lapsed (the "Old Option") at any time during the Appropriate Period (as defined in paragraph 38(3) of Schedule 3 of ITEPA) in consideration of the grant of a new Option (the "New Option") which satisfies the following conditions:

(a) it is over shares in the Acquiring Company or in a company which has Control over the Acquiring Company which satisfy the conditions specified in paragraphs 18 to 20 inclusive and 22 of Schedule 3 of ITEPA;

(b) is a right to acquire such number of shares as have on acquisition of the New Option an aggregate Market Value equal to the aggregate Market Value of the Shares subject to the Old Option immediately prior to its release (and for these purposes the Market Value of shares subject to a restriction shall be determined as if they were not subject to the restriction);

(c) it has an Exercise Price per share such that the aggregate price payable on exercise in full of the New Option equals the aggregate price which would have been payable on exercise in full of the Old Option; and

(d) it is otherwise identical in terms to the Old Option.

1.39 The New Option shall for all other purposes of this Plan be treated as having been acquired at the same time as the Old Option and the Plan shall be construed in relation to the New Option as if references to the Company and to the Shares were references to the Acquiring Company (or as the case may be to the other company to whose shares the New Option relates) and to the shares in that company. However, references to a Constituent Company shall continue to be construed as if references to the Company were references to the original company that adopted this Plan.

1.40 Where in accordance with Rule 7.6, Old Options are released and New Options granted, the New Options shall not be exercisable in accordance with Rules 7.1 to 7.3 above by virtue of the event by reason of which the New Options were granted.

Exercise of Options on a Corporate Transaction

1.41 If in consequence of any of the events set out in Rules 7.1 to 7.3 (including a Non-UK Company Reorganisation Agreement that has become binding on the shareholders covered by it) (a "Relevant Event"), Shares to which the Options relate no longer meet the requirements of Part 4 of Schedule 3 of ITEPA, the Board may in its discretion (acting fairly and reasonably) permit Options to be exercised pursuant to Rules 7.1 to 7.3 no later than 20 days after the date on which the Relevant Event occurs, notwithstanding that the Shares no longer meet the requirements of Part 4 of Schedule 3 ITEPA.

1.42 If the Board reasonably expects a Relevant Event to occur, it may in its discretion (acting fairly and reasonably) permit Options to be exercised during the period of 20 days ending with the date on which the Relevant Event occurs, in which case it will be treated as having been exercised under Rules 7.1 to 7.3, provided that where the Relevant Event does not occur within the period of 20 days beginning with the date on which the Option is exercised, the exercise of the Option is to be treated as having had no effect.

Variation of Capital

1.43 In the event of any variation in the share capital of the Company (whenever effected) by way of capitalisation or rights issue, or sub-division, consolidation or reduction, the Company may make such adjustments as it considers appropriate to:

(a) the number of shares in respect of which any Option may be exercised, and/or

(b) the Exercise Price;

provided that:

(i) the aggregate Exercise Price payable on exercise of the Option in full is not materially changed or increased;

(ii) the total Market Value of the Shares subject to the Option is immediately after the variation of share capital, substantially the same as what it was immediately before the variation;

(iii) the total Exercise Price of the Option is, immediately after the variation of share capital, substantially the same as before the variation; and

(iv) if the Option is to subscribe for Shares issued by the Company the adjustment shall not reduce the Exercise Price below the nominal value of the Shares unless the Company is authorised to:

(i) capitalise from the reserves of the Company a sum equal to the amount by which the aggregate nominal value of the Shares subject to the Option exceeds the aggregate Exercise Price ("the deficit"); and

(ii) apply the amount referred to in (i) above in paying up each Share on exercise of the Option to the extent of the deficit by way of a capitalisation.

1.44 As soon as reasonably practicable after making any adjustment under this Rule 7.11 above, the Company shall notify each Option Holder of the adjustment.

MANNER OF EXERCISE OF OPTIONS

Savings Contract

1.45 An Option may only be exercised during the periods specified in Rules 5 (Exercise of Options) and 7 (Corporate Transactions), and only with monies not exceeding the amount of repayment (including any interest and bonus) due under the Savings Contract as at the date of such exercise. For this purpose, no account shall be taken of any Monthly Contribution the due date of payment of which under the Savings Contract arises after the date of the repayment.

Exercise of Option

1.46 An Option may be exercised in whole or in part by the Option Holder (or as the case may be their personal representatives) giving notice in writing or in electronic format in the form prescribed by the Company to the Company. The notice of exercise of the Option shall be accompanied by:

(a) the relevant Option Certificate; and

(b) a remittance for the total Exercise Price payable (if any) or the irrevocable instructions of the Option Holder to withdraw monies from their Savings Contract and remit them to the Company in satisfaction of the Exercise Price.

Issue of Shares

1.47 Subject to compliance with all legal and regulatory requirements, following receipt of a notice of exercise, the appropriate remittance (if any) required pursuant to Rule 8.2 (Exercise of Option) and the Option Certificate, the Company shall issue (or procure the transfer to the Option Holder of) the number of Shares in respect of which the Option has been validly exercised within 30 days of the exercise of the Option.

1.48 Save for any rights determined by reference to a date on or before the date of issue, all Shares issued on exercise of Options shall rank equally in all respects with the Company's existing Shares of the same class.

1.49 In respect of any Shares issued under this Plan at a time when the Shares are admitted to or listed on a Recognised Exchange, the Company shall apply to the Recognised Exchange for such Shares to be admitted to listing as soon as practicable after the Shares are issued.

EMPLOYMENT RIGHTS

1.50 The Plan is discretionary in nature and participation does not create any contractual or other right to future participation in the Plan, even if participation has been offered repeatedly.

1.51 The Option Holder's participation in the Plan shall not create a right to further employment with any Constituent Company or Associated Company and shall not interfere with the ability of their employer to terminate their employment relationship at any time.

1.52 By accepting the grant of an Option pursuant to the Plan, the Option Holder shall waive any and all rights to compensation or damages in consequence of any loss or diminution in value of the Option or Shares acquired pursuant to the Plan, including without limitation as a result of:

(a) the termination of their office or employment for any reason whatsoever (including unfair or wrongful dismissal); and

(b) the way in which the Board or Company exercises (or does not exercise) any discretion under the Plan, even if the exercise (or non-exercise) of discretion is or appears to be irrational or perverse or breaches any implied term of any contract between the Option Holder and their employer.

1.53 Neither Options granted nor Shares acquired pursuant to the Plan are part of the Option Holder's contract of employment or normal or expected remuneration and they shall not be taken into account for the purposes of calculating earnings, compensation or benefits for any reason, including but not limited to any pension or retirement benefit rights, termination payments, redundancy payments, bonuses or any similar payments.

1.54 No Constituent Company or Associated Company makes any representation or warranty that any benefit will accrue to any individual who is granted an Option or as to any expected tax treatment. The future value of Shares is unknown and any Shares acquired pursuant to the Plan may increase or decrease in value, even below the Exercise Price.

1.55 For the purpose of operating the Plan, the Company will collect and process information relating to Eligible Employees and Option Holders in accordance with the privacy notice, which is available in the employee handbooks.

ADMINISTRATION

1.56 The Plan shall terminate upon the tenth anniversary of its approval by the Board or at any earlier time by the passing of a resolution by the Board or an ordinary resolution of the Company in general meeting. Termination of the Plan shall be without prejudice to the subsisting rights of Option Holders.

1.57 The Plan shall in all respects be administered by the Board who may from time to time make and vary such rules, regulations and procedures (not inconsistent with these Rules) for the administration and implementation of the Plan and Rules as it thinks fit. The Board may also adopt sub-plans to this Plan that are on substantially the same terms as this Plan but comply with or take account of any applicable legislation or statutory regulation in any jurisdiction outside the United Kingdom. For the avoidance of doubt, neither the sub-plan nor the options granted under it shall form part of the Plan.

1.58 In the event of any dispute or disagreement as to the interpretation of the Rules, or of any rule, regulation or procedure, or as to any question or right arising from or related to the Plan, the decision of the Board shall be final and binding upon all persons.

1.59 The Board may by resolution at any time make any alteration to the Rules or the terms of any Options which it thinks fit provided that:

(a) where the Company is not the Company, no such alteration shall take effect so as to materially affect the liabilities of the Company without the prior written consent of the Company;

(b) no such alteration shall take effect which would materially affect the liability of any Option Holder or which would materially affect the value of their Options without:

(i) the consent in writing of such number of Option Holders as hold Options to acquire 75 per cent of the Shares which would be issued or transferred if all Options granted and subsisting under the Plan were exercised; or

(ii) a resolution at a meeting of Option Holders passed by not less than 75 per cent of the Option Holders who attend and vote either in person or by proxy

and for the purpose of this Rule 10.4(b) the Option Holders shall be treated as the holders of a separate class of share capital and the provisions of the Articles of Association of the Company relating to class meetings shall apply mutatis mutandis;

(c) any amendment to a "key feature" of the Plan (as defined in paragraph 40(B)(8) of Schedule 3 of ITEPA) may not be made if the effect would be that the Plan would no longer be a Schedule 3 SAYE option scheme. If the Board amends a "key feature", the Company shall make a declaration under paragraph 40B of Schedule 3 that the Plan continues to meet the requirements of Parts 2 to 7 of Schedule 3; and

(d) no such alteration to the Rules shall take effect without the prior approval of the Company in general meeting to:

(i) the definition of Eligible Employee;

(ii) the limits on the number of Shares that can be issued under the Plan;

(iii) the determination of the Exercise Price;

(iv) the rights to be attached to the Options and the Shares; and

(v) the basis on which an Option may be adjusted if there is a variation of share capital pursuant to Rule 7.11,

except for minor amendments to benefit administration of the Plan, to comply with or take account of any applicable legislation or statutory regulation or to obtain or maintain favourable taxation treatment for any Constituent Company, Associated Company, the Company or an Option Holder or potential Option Holder).

As soon as reasonably practicable after making any alterations under this Rule 10.4 the Board shall give notice in writing thereof to each Option Holder and the Company (if not the Company).

1.60 The costs of introducing and administering the Plan shall be borne by the Company or any Group Company and shall be allocated at the discretion of the Board.

1.61 Subject to Rule 10.7, the existence of any Option shall not affect in any way the right or power of the Company or its shareholders to make or authorise any or all adjustments, capitalisation, reorganisation, reductions of capital, purchase or redemption of its own shares pursuant to the Companies Act 2006 or any other changes in the Company's capital structure or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock ahead of or convertible into, or otherwise affecting the Shares or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceedings, whether of a similar character or otherwise.

1.62 The Board shall at all times keep available sufficient unissued Shares or shall procure that there are available sufficient Shares to satisfy the exercise of all Options granted under the Plan. For this purpose the Board may enter into an agreement with any individual, company or the trustees of any trust for the provision by such persons of Shares to satisfy Options.

1.63 Any Constituent Company and Associated Company may provide money to the trustees of any trust or any other person to enable them or him to acquire Shares to be held for the purposes of the Plan, or enter into any guarantee or indemnity for those purposes to the extent permitted by section 678 of the Companies Act 2006.

1.64 Any notice or other communication under or in connection with the Rules may be given by personal delivery or by sending the same by post or email, in the case of a company to its registered office or address shown on the company website and in the case of an individual to their last known address or address at which he performs the duties of their office or employment with the Constituent Company or Associated Company, including their email address. Where a notice or other communication is given by first-class post, it shall be deemed to have been received 48 hours after it was put into the post properly addressed and stamped. Where a notice or other communication is given by email, it shall be deemed to have been received when opened. Share certificates and other communications sent by post shall be sent at the risk of the individual concerned and neither the Company, Constituent Company or Associated Company shall have any liability to any such individual in respect of any notification, document, share certificate or other communication that is given, sent or made.

1.65 Except as otherwise expressly stated to the contrary, and in respect of Constituent Companies or Associated Companies, neither this Plan nor the making of any Option shall have the effect of giving any third party any rights under this Plan pursuant to the Contracts (Rights of Third Parties) Act 1999 and that Act shall not apply to this Plan or the terms of any Option under it.

1.66 The Rules and the Plan shall in all respects be governed by and construed in accordance with the laws of England and be subject to the exclusive jurisdiction of the English Courts.

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Porvair plc published this content on 12 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 March 2024 10:22:28 UTC.