Chill Brands : Proposed EMI Plan Rules

DISPLAY DOCUMENT

DATED:2023

CHILL BRANDS GROUP PLC

Enterprise Management Incentives (EMI) Share Option Plan

www.dmhstallard.com

DISPLAY DOCUMENT

	Table of Contents
1.	Interpretation	1
2.	Grant of Options	8
3.	Performance Condition	11
4.	Overall Grant Limits	13
5.	Individual Grant Limits	14
6.	Exercise of Options	15
7.	Manner of Exercise of Options	17
8.	Termination of Employment	19
9.	Lapse of Options	22
10.	Tax Liabilities	23
11.	Relationship With Employment Contract	25
12.	Takeovers and Liquidations	26
13.	Exchange of Options	32
14.	Variation of Share Capital	35
15.	Notices	36
16.	Administration and Amendment	37
17.	Stamp Duty and Stamp Duty Reserve Tax	39
18.	Third Party Rights	39
19.	Data Protection	39
20.	Governing Law	40
21.	Jurisdiction	40

1

Rules of the Chill Brands Group EMI Share Option Plan

Established by resolution of the board of directors of the Company on [DATE] 2023. Approved at a general meeting of shareholders on [DATE] 2023.

1. INTERPRETATION

1.1 The following definitions and rules of interpretation apply in the Plan.

51% Subsidiary has the meaning given in section 989 of the Income Tax Act 2007.

Acting in Concert has the meaning given to it in the City Code on Takeovers and Mergers published by the Panel on Takeovers and Mergers.

Adoption Date the date of the adoption of the Plan by the Company.

Associate has the meaning given by paragraph 31, paragraph 32 and paragraph 33 of Schedule 5, with Chapter 11 of Part 7 of ITEPA 2003 being applied for the purposes of paragraph 32(2).

Board the board of directors of the Company or a committee of directors appointed by that board to carry out any of its functions under the Plan.

Business Day a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Change of Control the sale of any of the Shares (in one transaction or a series of transactions) that will result in the Offeror of those Shares and persons Acting in Concert with them together acquiring Control of the Company, except where the Offeror is a company and the shareholders of that company and the proportion of shares in that company held by each of them following completion of the sale are substantially the same as the shareholders and their shareholdings in the Company immediately before the sale.

Closed Period has the same meaning as in UK MAR.

1

Company Chill Brands Group plc incorporated and registered in England and Wales with number 09309241.

Control has the meaning given in section 719 of ITEPA 2003.

CSOP Option a share option granted under a Schedule 4 CSOP scheme as defined in Schedule 4 to ITEPA 2003.

Dilutive Shares on any date, all shares of the Company that:

1. have been issued, or transferred out of treasury, on the exercise of options granted, or in satisfaction of any other awards made, under any Employees' Share Scheme (including the Plan); or
2. remain capable of issue, or transfer out of treasury, under any Existing Options that were granted;

in either case during the period of ten years ending on (and including) that date.

Disqualifying Event has the meaning given in sections 533 to 536 of ITEPA 2003.

Eligible Employee any Employee who:

1. must spend on average at least the Statutory Minimum Time on the business of all the Group Members;
2. does not have a Material Interest (either on their own or together with one or more of their Associates); and
3. has no Associate or Associates who or which has or (taken together) have a Material Interest.

EMI Option a qualifying option as defined in paragraph 1(2) of Schedule 5.

2

Employee an individual who is an employee of the Company or a Qualifying Subsidiary.

Employees' Share Scheme has the meaning given in section 1166 of the Companies Act 2006.

Employer Company the Option Holder's employer or former employer as applicable.

Employer NICs any secondary class 1 (employer) NICs (or any similar liability for social security contribution in any jurisdiction) that the Company or any Employer Company is liable to pay as a result of any Taxable Event (or which that person would be liable to pay in the absence of an election of the type referred to in rule 10.2.2) and that may be lawfully recovered from the Option Holder.

Exercise Notice the exercise notice referred to in rule 7.2.

Exercisable Number has the meaning given in rule 12.

Exercise Price the price at which each Share subject to an Option may be acquired on the exercise of that Option, which (subject to rule 14.1.2) may not be less than the nominal value of a Share, if Shares are to be newly issued to satisfy the Option.

Existing Option an option or any other right to acquire or receive Shares granted under any Employees' Share Scheme (including the Plan), that remains capable of satisfaction.

FCA the Financial Conduct Authority.

Grant Date the date on which an Option is granted under the Plan.

Grant Period any period during which Options may be granted, as specified in rule 2.

3