Premier Foods : Amended rules of the Premier Foods plc Long Term Incentive Plan 2020

Premier Foods plc

LONG TERM INCENTIVE PLAN 2020

Approved by shareholders of the Company on 12 August 2020

Adopted by the board of the Company on 12 August 2020

Amended by the remuneration committee of the Company on 24 September 2021

Approved by shareholders of the Company on [20] July 2023

The Plan is a discretionary plan operated by the Company for selected employees. Its main purpose is to increase the interest of the employees in the Company's long-term business goals and performance through share ownership.

Shares purchased or received under the Plan, any cash received under the Plan and any gains obtained under the Plan are not part of salary for any purpose except to any extent required by statute.

The remuneration committee of the board of the Company shall have the right to decide, in its sole discretion, whether or not awards will be granted and to which employees those awards will be granted.

The detailed rules of the Plan are set out overleaf.

1. DEFINITIONS AND INTERPRETATION

1.1 In the Plan, unless the context otherwise requires:

"Applicable Laws" means the Listing Rules published by the FCA, the City Code on Takeovers and Mergers, the Market Abuse Regulation (EU) 596/2014 or any other relevant UK or overseas regulation or enactment;

"Award" means an Option or a Conditional Award;

"Board" means the board of directors of the Company or a duly authorised committee of that board;

"Cessation" means a Participant ceasing to be an employee of a Group Member, except where:

1. the Participant remains an employee of any other Group Member; or
2. the Participant retains a statutory right to return to work.

"Committee" means the remuneration committee of the Board (or a duly authorised person or sub-committeeof the remuneration committee)or, on and after the occurrence of a corporate event described in Rule 1212(Takeovers and other corporate events), the remuneration committee of the Board as constituted immediately before that event;

"Company" means Premier Foods plc (registered in England and Wales with registered number 05160050);

"Conditional Award" means a conditional right to acquire Shares granted under the Plan which is designated as a conditional award by the Committee under Rule 3.2(a)3.2(a)(Committee determinations);

"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 business;

"Dividend Equivalent" means a benefit calculated by reference to dividends paid on Shares as described in Rule 3.4(a) (Treatment of Dividends);

"Early Vesting Date" means either:

1. the later of:
2. 1. the date of Cessation of a Participant in circumstances referred to in Rule 11.111.1(Good leavers before the Normal Vesting Date); and
   2. early determination of any Performance Condition by reason of that Cessation; or
3. the date of the relevant event in Rule 12.112.1(General offers) or Rule 12.212.2(Schemes of arrangement and winding up) or the date of Vesting referred to in Rule 12.312.3(Demergers and similar events);

"Executive Director" means an executive director of the Company;

"Exercise Period" means the period commencing on the date on which an Option Vests and ending on the date determined under Rule 3.2(c)3.2(c)during which an Option may be exercised

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subject to lapsing earlier under the Plan (such period to be no longer than 10 years commencing on the Grant Date);

"FCA" means the Financial Conduct Authority;

"Grant Date" means the date on which an Award is granted;

"Group Member" means:

1. a Participating Company or a body corporate which is the Company's holding company (within the meaning of section 1159 of the Companies Act 2006) or a Subsidiary of the Company's holding company;
2. a body corporate which is a subsidiary undertaking (within the meaning of section 1162 of the Companies Act 2006) of a body corporate within paragraph (a) above and has been designated by the Board for this purpose; and
3. any other body corporate in relation to which a body corporate within paragraph (a) or
   (b) above is able (whether directly or indirectly) to exercise 20% or more of its equity voting rights and has been designated by the Board for this purpose;

"Holding Period" means the period starting on the date on which an Award Vests and ending on the earliest of the dates specified in Rule 8.38.3(Expiry of the Holding Period) during which a Participant is required not to sell, transfer, assign or dispose of their Net Vested Shares in accordance with Rule 88(Holding Period);

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

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

"Malus & Clawback" means an obligation to repay amounts referred to in Rule 14.314.3(Amount to be subject to Malus & Clawback);

"Net Vested Shares" means the Vested Shares acquired or received by a Participant on Vesting of a Conditional Award or on exercise of an Option, in each case during the Holding Period, less: (a) a number of Shares with an aggregate market value on the date of Vesting (in the case of Conditional Awards) or exercise (in the case of Options) equal to the Participant's Tax Liability arising on that event; or (b) if the Vested Shares are sold to satisfy that Tax Liability, the number of Vested Shares sold;

"Normal Vesting Date" means the date on which an Award would ordinarily Vest under Rule 5.15.1(Timing of Vesting: Normal Vesting Date);

"Normal Vesting Period" means the period commencing on the Grant Date and ending on the date determined under Rule 3.2(e)3.2(e);

"Option" means a conditional right to acquire Shares which is designated as an option by the Committee under Rule 3.2(a)3.2(a);

"Option Price" means the nominal amount, if any, determined under Rule 3.2(b)3.2(b)as payable per Share on the exercise of an Option (including any Shares acquired in respect of a Dividend Equivalent), provided that the Committee may reduce or waive this Option Price on or prior to the exercise of the Option;

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"Participant" means a person who holds an Award, including their personal representatives;

"Participating Company" means the Company or any Subsidiary of the Company;

"Performance Condition" means a condition (or conditions) related to performance which, if applicable, is specified by the Committee under Rule 3.2(d)3.2(d)3.2(d);

"Performance Period" means the period over which a Performance Condition will be measured;

"Plan" means the Premier Foods Long Term Incentive Plan 2020 as amended from time to time;

"Recruitment Award" means an Award granted in connection with the recruitment of a Participant;

"Rule" means a rule of the Plan;

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

"Subsidiary" means a body corporate which is a subsidiary (within the meaning of section 1159 of the Companies Act 2006);

"Tax Liability" means any amount of tax or social security contributions for which a Participant would or may be liable and for which any Group Member or former Group Member would or may be obliged to (or would or may suffer a disadvantage if it were not to) account to any relevant authority;

"Vest" means:

1. in relation to an Option, it becoming exercisable; and
2. in relation to a Conditional Award, a Participant becoming entitled to have Shares transferred to them,

in each case subject to the Rules and Vesting shall be construed accordingly; and

"Vested Shares" means those Shares in respect of which an Award Vests.

1. Any reference in the Plan to any enactment includes a reference to that enactment as from time to time modified, extended or re-enacted.
2. Expressions in italics and headings are for guidance only and do not form part of the Plan.

1. ELIGIBILITY
   An individual is eligible to be granted an Award only if they are an employee (including an Executive Director) of a Participating Company.
2. GRANT OF AWARDS

3.1 Terms of grant

Subject to Rule 3.63.6(Timing of grant), Rule 3.73.7(Approvals and consents) and Rule 44(Limits), the Committee may resolve to grant an Award on:

1. the terms set out in the Plan; and

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