Victrex : Share Incentive Plan Trust Deed

DATED 3 AUGUST 2001

VICTREX PLC

AND

EQUINITI SHARE PLAN TRUSTEES LIMITED

TRUST DEED

RELATING TO THE VICTREX PLC SHARE INCENTIVE PLAN

Amended by Deed of Amendment dated 13 December 2013 and [10 February] 2023

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VICTREX CONFIDENTIAL

THIS TRUST DEED made the 3rd day of August 2001 BETWEEN VICTREX PLC whose registered office is at Victrex Technology Centre, Hillhouse International, Thornton Cleveleys, Lancashire, FY5 4QD (hereinafter called "the Company") of the one part and EQUINITI SHARE PLAN TRUSTEES LIMITED whose registered office is situated at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA (hereinafter called "the Trustees" which expression unless the context otherwise requires shall include the trustees or trustee hereof for the time being) of the other part

WHEREAS

1. The Company has established an employees' share scheme known as the Victrex plc All Employee Share Ownership Scheme (which has been renamed the Victrex plc Share Incentive Plan) (hereinafter called "the Scheme") intended to be a share incentive plan in relation to which the requirements of Parts 2 to 9 of Schedule 2 to the Income Tax (Earnings and Pensions) Act 2003 (hereinafter called "Schedule 2") are met
2. Expressions used herein and in the Scheme shall unless the context otherwise requires have the same meanings herein as they have in the Scheme and expressions not otherwise defined herein or in the Scheme shall have the same meanings as in Schedule 2
3. It is intended that under the Scheme sums will from time to time be paid by the Participating Companies to the Trustees to be applied by the Trustees in the acquisition of shares in the Company for appropriation to individuals who participate in the Scheme

NOW THIS DEED WITNESSETH as follows:

1. THE TRUST FUND
   THE Trustees shall hold all such sums all property at any time added thereto by way of accumulation of income capital accretion or otherwise and all property from time to time representing the foregoing assets respectively (hereinafter together called "the Trust Fund") upon the trusts and with and subject to the powers and provisions hereinafter appearing
2. ACQUISITION OF SHARES

2.1 DURING the period of eighty years beginning with the date hereof (which period shall be the perpetuity period for the purposes hereof) the Trustees shall so far as possible apply such part of the Trust Fund as shall from time to time consist of money in the acquisition of shares in the Company in respect of which the conditions in paragraphs 25 to 29 of

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VICTREX CONFIDENTIAL

Schedule 2 are fulfilled at a price not manifestly greater than the market value of such shares at the time of the acquisition

2.2 FORTHWITH on discharging their foregoing obligation in respect of that part of the Trust Fund as shall consist of sums paid under the Scheme in respect of any Accounting Period the Trustees shall notify the Company that their said obligation has been discharged

3. DUTIES OF TRUSTEES

1. DURING the said period of eighty years the Trustees shall pay or apply such part of the Trust Fund as shall consist of shares in the Company to or for the benefit of individuals eligible to have shares appropriated to them under the Scheme by appropriating such shares to such individuals in such amounts and at such times as the Company by notice in writing to the Trustees shall direct PROVIDED THAT where the shares to be appropriated hereunder on any day do not all carry the same rights the Trustees shall so far as possible ensure that the number of shares carrying any particular rights which are so appropriated to any individual on that day bears to the number of shares so appropriated to him on that day the same proportion as the total number of shares carrying those rights which are so appropriated on that day bears to the total number of shares so appropriated on that day
2. AS soon as practicable after any Free Shares or Matching Shares have been awarded hereunder to any Participant the Trustees shall give him notice in writing of such award specifying the number and description of such shares the details of any Restrictions applying to those shares and stating their initial market value and the holding period applicable to them
3. AS soon as practicable after any Partnership Shares have been awarded hereunder to any Participant the Trustees shall give him notice in writing of such award specifying the number and description of such shares the details of any Restrictions applying to those shares and stating the amount of partnership share money applied by the Trustees in acquiring the shares on the Participant's behalf and their market value in accordance with which the number of Partnership Shares awarded to the Participant was determined
4. AS soon as practicable after any dividend shares have been acquired on behalf of a Participant, the Trustees shall give him notice in writing of the acquisition specifying the number and description of those shares, stating their market value on the acquisition date (within the meaning of paragraph 66(4) of Schedule 2) stating the holding period applicable to them and informing him of any amount carried forward under paragraph 68 of Schedule 2

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VICTREX CONFIDENTIAL

1. WHERE any foreign cash dividend is received in respect of Scheme shares held on behalf of a Participant, the Trustees shall give him notice in writing of the amount of any foreign tax deducted from the dividend before it was paid
2. SUBJECT to Clause 3.7 below and to any provision in the Scheme in accordance with paragraph 79 of Schedule 2 (meeting PAYE obligations) the Trustees shall dispose of a Participant's Scheme shares and deal with any right conferred in respect of any of his Scheme shares to be allotted other shares, securities or rights of any description only pursuant to a direction given by or on behalf of the Participant
3. DURING the holding period the Trustees shall not dispose of any shares appropriated hereunder (whether by transfer to the Participant or otherwise) at any time unless the Participant has at that time ceased to be in relevant employment except as mentioned in paragraph 73(2) of Schedule 2
4. THE Trustees shall pay over to the Participant as soon as practicable any money or money's worth received by them in respect of or by reference to any of his shares other than money's worth consisting of new shares within the meaning of paragraph 87 of Schedule 2 (company reconstructions) except as mentioned in paragraph 74 of Schedule 2
5. SUBJECT to Clause 3.6, the Trustees may dispose of some of the rights arising under a rights issue (within the meaning of paragraph 99(1) of Schedule 2) in order to be able to obtain sufficient funds to exercise other such rights
6. SUBJECT to paragraph 79 of Schedule 2 where a PAYE obligation is imposed on the Trustees as a result of a Participant's Scheme shares ceasing to be subject to the Scheme, the Trustees shall meet that obligation

1. by disposing of any of these shares or any of the Participant's remaining Scheme shares (if any) or
2. by virtue of the Participant paying to the Trustees a sum equal to the amount required to discharge their obligation

3.11 If at any time the Participant's beneficial interest in any of his shares is disposed of the shares in question shall be treated as having been disposed of at that time by the Trustees for like consideration as was obtained for the disposal of the beneficial interest

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VICTREX CONFIDENTIAL

1. WHERE there is a qualifying transfer of shares (within the meaning of paragraph 78(2) of Schedule 2) to the Trustees those shares should not be awarded to Participants under the Scheme as Partnership Shares and must be included in any award of Free Shares or Matching Shares made after the date of the transfer in priority to other shares available for inclusion that award
2. THE voting rights in respect of a Participant's shares shall on a poll be exercised by the Trustees at any meeting in accordance with any directions given to them by the Participant (or any person in whom the beneficial interest in his shares is for the time being vested) at least three working days before the date of the meeting and in the absence of such a direction or on a show of hands the Trustee shall not vote in respect thereof
3. THE Trustees shall not be under any obligation to demand or join in demanding a poll

1. POWER TO INVEST INCOME
   SUBJECT as aforesaid the Trustees may if in their absolute discretion they think fit from time to time accumulate the whole or any part of the income of the Trust Fund by investing the same and the resulting income thereof in any investments hereby authorised and adding the accumulations to the capital of the Trust Fund
2. RESIDUAL TRUSTS AT THE END OF TRUST PERIOD
   SUBJECT as aforesaid the Trustees shall hold the Trust Fund and the income thereof upon trust for such charity or charities as the Trustees shall in their absolute discretion determine
3. ADMINISTRATIVE POWERS
   SUBJECT to Clauses 2 and 3 hereof the Trustees shall (in addition to all other powers vested in them hereby or by law) have the following powers:-

1. Power at their absolute discretion to retain the Trust Fund or any part thereof (including any uninvested money) in its actual state and condition for any period and to vary or transpose the mode of investment of the Trust Fund within the range hereinafter authorised
2. Power (subject to Rule 24.3 of the Scheme in the case of partnership share money) to invest trust monies on a short-term basis in the acquisition by purchase or otherwise or upon the security of such property of whatever nature and wherever situated and whether or not involving liability or producing an income or upon such personal credit (with or without security) as the Trustees shall in their absolute discretion think fit

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VICTREX CONFIDENTIAL