DRAFT
Rules of the Croda International Plc Sharesave Scheme (2023)
Eversheds Sutherland
(International) LLP
One Wood Street
London
EC2V 7WS
United Kingdom
- +44 20 7497 9797
- +44 20 7919 4919 DX 154280 Cheapside 8
eversheds-sutherland.com
Approved by ordinary resolution of the Shareholders on …………………………………..
Adopted by resolution of the Board of Directors on ……………………………………………
Registered with HM Revenue and Customs on …………………………………………………..
under Reference: ………………………………………………………………………………………………….
Expires on ……………………………………………………………………………………………………………..
DRAFT: 01
Ref:
Date: 6 September 2022
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CONTENTS
Rule | Page | |
1 | INTERPRETATION | 2 |
2 | GRANT OF OPTIONS | 11 |
3 | LIMITATIONS | 13 |
4 | EXERCISE AND LAPSE OF OPTIONS | 15 |
5 | CHANGE IN CONTROL AND LIQUIDATION | 17 |
6 | EXCHANGE OF OPTIONS | 19 |
7 | MANNER OF EXERCISE OF OPTIONS | 20 |
8 | ADJUSTMENT OF OPTIONS | 21 |
9 | COSTS | 22 |
10 | ADMINISTRATION | 22 |
11 | GENERAL | 23 |
12 | AMENDMENTS TO THESE RULES | 23 |
13 | OVERSEAS SUBSIDIARIES | 24 |
14 | DATA PROTECTION | 24 |
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6 September 2022 gorrinma
RULES
of the
CRODA INTERNATIONAL PLC SHARESAVE SCHEME (2023)
1. INTERPRETATION In these Rules:
1.1 the following expressions have the following meanings unless inconsistent with the context:
"Acquiring Company" | the company which obtains Control of the Company in any | |
of the circumstances referred to in Rules 6.1.1, 6.1.2, | ||
6.1.3 or 6.1.4 or which becomes bound or entitled to | ||
acquire Shares in the manner described in Rule 6.1.5 as | ||
the case may be | ||
"Adoption Date" | the date on which the Scheme is adopted by a resolution | |
of the Board | ||
"Appropriate Period" | for the purposes of Rule 6.1: | |
(a) | in the circumstances mentioned in Rule 6.1.1, | |
the period of six months beginning on the later | ||
of the date on which Control of the Company | ||
passes to the Acquiring Company and the date | ||
on which any condition subject to which the | ||
General Offer is made has been satisfied; | ||
(b) | in the circumstances mentioned in Rule 6.1.2, | |
the period of six months beginning on the date | ||
on which the compromise or arrangement is | ||
sanctioned by the Court; | ||
(c) | in the circumstances mentioned in Rule 6.1.3, | |
the period of six months beginning on the date | ||
on which the compromise or arrangement is | ||
sanctioned by the Court; | ||
(d) | in the circumstances mentioned in Rule 6.1.4, | |
the period of six months beginning on the date | ||
on which the Non-UK Company Reorganisation | ||
Arrangement becomes binding on the | ||
shareholders covered by it; and | ||
(e) | in the circumstances mentioned in Rule 6.1.5, | |
the period during which the Acquiring Company | ||
remains bound or entitled as mentioned in that | ||
Rule | ||
"Associated Company" | an associated company of the Company within the | |
meaning that expression bears in paragraph 47(1) of | ||
Schedule 3 | ||
"Available Shares" | such number of Shares over which Options may be | |
granted without breaching any limit imposed pursuant to | ||
Rule 3.1.4 or the limit set out in Rule 3.2 | ||
"Board" | the board of directors for the time being of the Company | |
or the directors present at a duly convened meeting of |
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6 September 2022 gorrinma |
the directors or a duly appointed committee of the board | ||||||
of directors at which a quorum is present | ||||||
"Bonus Date" | in respect of an Option, the earliest date on which a bonus | |||||
is payable under the terms of the Savings Contract which | ||||||
has been entered into in connection with that Option (or | ||||||
the earliest date on which a bonus would be so payable | ||||||
but for the relevant bonus rate for that Savings Contract | ||||||
being zero) | ||||||
"Company" | Croda International Plc (registered number 206132) | |||||
"Connected Persons" | has the same meaning as in section 993 of the Income | |||||
Tax Act 2007 | ||||||
"Constituent Company" | the Company and any Subsidiary which is for the time | |||||
being designated by the Board as a Constituent Company | ||||||
"Continuous Employment" | the meaning given to that expression by section 210 of | |||||
the Employment Rights Act 1996 | ||||||
"Control" | the meaning given to that expression by section 995 of | |||||
the Income Tax Act 2007 and "Controlled" shall be | ||||||
construed accordingly | ||||||
"Date of Grant" | in respect of an Option, the date upon which that Option | |||||
is granted in accordance with these Rules and which date | ||||||
shall be specified in the Option Certificate relating to that | ||||||
Option | ||||||
"Date of Invitation" | the date upon which an invitation is issued to an Eligible | |||||
Employee in the manner referred to in Rule 2.1 | ||||||
"Dealing Day" | a day on which the London Stock Exchange is open for | |||||
the transaction of business | ||||||
"Eligible Employee" | (a) | any person: | ||||
(i) | who holds Employment; and | |||||
(ii) | whose | earnings | from | the | ||
Employment are (or would be if there | ||||||
were any) general earnings to which | ||||||
section 15 of the Income Tax | ||||||
(Earnings and Pensions) Act 2003 | ||||||
applies; and | ||||||
(iii) | who at the relevant Date of Grant has | |||||
been in Continuous Employment with | ||||||
any one or more Constituent | ||||||
Companies | (taken | together) | for a |
period determined by the Board (in any case such period not being more than 5 years ending on the relevant Date of Grant); and
- any other person holding Employment who has been nominated by the Board as an Eligible Employee
"Employment"a person will hold employment for the purposes of these Rules if they are a Full-time director holding salaried
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6 September 2022 gorrinma |
employment (for the avoidance of doubt, excluding a non- | ||
executive director) with, or is an employee of, a | ||
Constituent Company (including for the avoidance of | ||
doubt any such person who may be absent from work by | ||
reason of confinement or pregnancy where such person | ||
has a right to return to work under Part VIII of the | ||
Employment Rights Act 1996 or other similar contractual | ||
right) | ||
"Extended Grant Period" | the period commencing on the first day of the Grant | |
Period and expiring 12 days after the end of the Grant | ||
Period | ||
"Fair Processing Notice" | the notice referring to this Scheme, made available | |
through the Company's intranet and/or the Company | ||
Secretary or any other officer of the Company, which sets | ||
out how personal data relating to Eligible Employees and | ||
Option Holders will be processed in connection with the | ||
Scheme | ||
"Full-time" | in relation to an Eligible Employee who is a director of any | |
company which is a Constituent Company, having a | ||
normal working week of at least 25 hours (excluding meal | ||
breaks) | ||
"General Offer" | a general offer to acquire: | |
(a) | the whole of the issued ordinary share capital of | |
the Company (or such part of such capital as is | ||
not then owned by the person making the offer | ||
or any persons who are Connected Persons in | ||
relation to the person making the offer), 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) | all the shares in the Company which are of the | |
same class as the Shares (or such shares of that | ||
class as are not then owned by the person | ||
making the offer or any persons who are | ||
Connected Persons in relation to the person | ||
making the offer) | ||
in each case irrespective of whether the general offer is | ||
made to different shareholders by different means. For | ||
the purpose of this definition of General Offer, a person | ||
shall be treated as obtaining Control of the Company, if | ||
that person and others acting In Concert together obtain | ||
Control of the Company | ||
"Grantor" | any person other than the Company who, pursuant to an | |
agreement or other arrangement with the Company, has | ||
agreed to grant or (as the case may require) has granted | ||
an Option to acquire Shares from them | ||
"Grant Period" | in any case where: | |
(a) | the Board specifies the Option Price in the | |
invitation relating to an Option pursuant to Rule | ||
2.2.1, the period commencing on the day | ||
immediately after the last day of the period | ||
during which an Eligible Employee may give a | ||
Notice of Application and expiring 30 days from | ||
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Croda International plc published this content on 17 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 March 2023 17:02:05 UTC.