Appendix

1. Summary of the principal features of the Zotefoams plc Long-Term Incentive Plan 2017 ("LTIP")

The LTIP will be operated and administered by the Remuneration Committee of the Board of Directors of the Company (the "Remuneration Committee").

Forms of Awards

Awards under the LTIP will be in the form of a conditional right to acquire ordinary shares (“Shares”) in the Company (“Awards”) for nil cost or for an award price equal to the nominal value of a share from time to time.

Eligibility

Awards may be granted to any employee (including an Executive Director) of the Company or any of the Company’s subsidiaries.

Individual limits

The maximum value of shares over which an Award may be granted to a participant in respect of any financial year of the Company may not exceed the maximum limit as set out in the Company’s Directors’ Remuneration Policy (“Policy”) that is in force at the date of grant of the Award.

Awards granted to a new recruit in respect of remuneration forfeited in connection with joining the Company will not be subject to this limit.

Grant of Awards

Awards may only be granted within the period of 42 days beginning on: (i) the dealing day immediately following the announcement of the Company’s results for any period; (ii) the day on which amendments to the LTIP are approved by shareholders; (iii) the day on which the Policy is approved by shareholders; (iv) the date on which an individual becomes an eligible employee under the rules of the LTIP; or (v) any day on which the Remuneration Committee determines that exceptional circumstances exist.

If, during such a period, the Company is restricted from granting Awards, Awards may be granted within the period of 42 days following such restrictions ceasing to apply.

Holding period

Awards may be subject to a holding period following the end of the vesting period, during which time the vesting of the Award is delayed, which might include a phased release of the vested shares during that period. For Awards granted to Executive Directors, the Committee will set the length of any holding period at the time of grant in accordance with the Policy (currently two years).

Dividend equivalents

The Remuneration Committee may determine at any time before the delivery of shares pursuant to an Award that a participant shall receive an amount in cash and/or shares determined by reference to some or all&3160;of the dividends (and special dividends, at the discretion of the Remuneration Committee) that would have been paid on the vested shares in respect of dividend record dates during such period ending no later than the date on which shares are capable of being issued or transferred pursuant to an Award.

Reduction for malus and clawback

The Remuneration Committee may, in its absolute discretion, determine at any time within five years of the grant of an Award (or such other period as determined by the Remuneration Committee) to:

• reduce (to nil, if appropriate) the number of shares to which an Award relates;
• cancel an Award;
• impose further conditions on an Award; or
• require the participant to transfer a number of shares or a cash amount in respect of the shares delivered,

in circumstances where:

• the audited financial statements or results for any Group company are materially misstated (other than restatement due to a change in accounting policy or to rectify a minor error);
• there has been an error assessing a performance condition applicable to an Award or in the information or assumptions on which an Award was granted or vests;
• there has been a material failure of risk management in any Group company or a relevant business unit;
• there has been a material corporate failure in any Group company or a relevant business unit;
• in the reasonable opinion of the Remuneration Committee:
• a participant has deliberately misled the management of the Company and/or the market and/or the Company’s shareholders regarding the financial performance of any Group company or relevant business unit;
• any member of the Group (or the participant’s business unit) has suffered reputational damage due to the participant’s misconduct or otherwise;
• a participant’s actions amount to serious misconduct or conduct which causes significant financial loss for the Group and/or the participant’s business unit; or
• there have been overpayments, including any vesting under the LTIP, to the participant at a level higher than would have otherwise been the case due to material abnormal write-offs affecting any Group company on an exceptional basis.

Vesting of Awards

Awards will vest subject to the satisfaction of any applicable performance conditions. Any performance conditions will be measured over a performance period determined by the Remuneration Committee. The length of the performance period for Awards granted to Executive Directors will be consistent with the Policy in force from time to time.

The extent to which the performance conditions have been achieved and the level at which an Award consequently vests will normally be determined as soon as practicable after the end of any performance period (or on such later date as the Remuneration Committee determines).

The Committee may adjust the level of vesting of an Award taking account of the performance of the Group and the contribution of the participant over the vesting period.

Awards subject to a holding period will vest, subject to the rules of the LTIP, at the end of the holding period.

Cessation of employment

Where the participant ceases to be employed by any member of the Group prior to the vesting of an Award by reason of death, ill health, injury, disability, retirement, a sale or transfer out of the Group of the participant’s employing company or business, redundancy or for any other reason at the Remuneration Committee’s discretion (a "good leaver"), a participant’s unvested Award will vest at the normal vesting date in respect of a number of Shares calculated taking into account the time elapsed between the date of grant and the date of cessation of employment and taking account of the extent to which any performance conditions have been met, and shall be released following the expiry of the normal holding period, unless the Remuneration Committee determines that the Award shall vest on such other date as the Remuneration Committee may specify.

Where an additional holding period applies and the participant ceases to be employed by any member of the Group after the determination of the number of Shares in respect of which the Award will vest but prior to the expiry of any holding period, due to any reason other than gross misconduct on the part of the participant, the vested Award shall be released to the former employee on the original holding period release date, unless the Remuneration Committee decides that it should be released earlier.

A participant whose employment ceases due to voluntary resignation will not be entitled to receive any unvested LTIP Awards, but will be entitled to retain Awards that have vested and/or are in the holding period; any such Awards will be released on the original holding period release dates, unless the Remuneration Committee decides that Awards should be released earlier.

Corporate events

On a change of control of the Company, the number of shares in respect of which Awards vest shall be determined by the Remuneration Committee, subject to the extent to which any performance condition has been satisfied at the date of change of control and, unless the Remuneration Committee determines otherwise, a pro rate reduction to the proportion of the vesting period which has elapsed on: (i) the date of the relevant event (or such other relevant period); or (ii) if the participant has ceased employment by the time of the relevant event, the date of the cessation of employment.

Alternatively, the Remuneration Committee may permit or, in the case of an internal reorganisation or if the Remuneration Committee determines any other event, require Awards to be exchanged for equivalent awards which relate to shares in a different company.

If other corporate events occur such as a demerger, special dividend or other event which, in the opinion of the Remuneration Committee, may affect the current or future value of shares to a material extent, the Remuneration Committee may determine that Awards will vest conditional upon the event occurring. The number of shares in respect of which Awards vest shall be determined by the Committee, having regard to the extent to which any performance condition has been satisfied and, unless the Remuneration Committee determines otherwise, pro‑rating to reflect the period from the start of the vesting period to the date of the relevant event (or such other relevant period). If the event does not occur, Awards will continue on their original terms.

2. Summary of the principal features of the Zotefoams plc Deferred Bonus Share Plan 2017 ("DBSP")

The DBSP will be operated and administered by the Remuneration Committee.

Forms of Awards

Awards under the DBSP will be in the form of a conditional right to shares (“Awards”) for nil cost or for an award price equal to the nominal value of a share from time to time.

Eligibility

Awards may be granted to any employee or former employee (including an Executive Director) of the Company or any of the Company’s subsidiaries.

Value of Awards

The number of shares subject to an Award will be such number as have a value (as determined by the Remuneration Committee) equal to the amount of the deferred bonus.

Grant of Awards

Awards may only be granted within the period of 42 days beginning on: (i) the dealing day immediately following the announcement of the Company’s results for any period; (ii) the day on which amendments to the DBSP are approved by shareholders; (iii) the day on which any bonus to be deferred under the DBSP is determined; (iv) the date on which an individual is selected to participate in the DBSP; or (v) any day on which the Remuneration Committee determines that exceptional circumstances exist.

If, during such period, the Company is restricted from awarding shares, Awards may be made within the period of 42 days following such restrictions ceasing to apply.

Dividend equivalents

The Remuneration Committee may determine at any time before the delivery of shares pursuant to an Award that a participant shall receive an amount in cash and/or shares determined by reference to some or all of the dividends (and special dividends at the discretion of the Remuneration Committee) that would have been paid on the vested shares in respect of dividend record dates during such period ending no later than the date on which shares are capable of being issued or transferred pursuant to an Award.

Reduction for malus and clawback

The Remuneration Committee may, in its absolute discretion, determine at any time within five years of the grant of an Award (or such other period as determined by the Remuneration Committee) to:

• reduce (to nil, if appropriate) the number of shares to which an Award relates;
• cancel an Award;
• impose further conditions on an Award; or
• require the participant to transfer a number of shares or a cash amount in respect of the shares delivered,

in circumstances where:

• the audited financial statements or results for any Group company are materially misstated (other than restatement due to a change in accounting policy or to rectify a minor error);
• there was an error in assessing a performance condition applicable to the annual bonus in respect of which the Award was granted or the information or assumptions on which an Award was granted or vests;
• there has been a material failure of risk management in any Group company or a relevant business unit;
• there has been a material corporate failure in any Group company or a relevant business unit;
• in the reasonable opinion of the Remuneration Committee:
• a participant has deliberately misled the management of the Company and/or the market and/or the Company’s shareholders regarding the financial performance of any Group company or relevant business unit;
• any member of the Group (or the participant’s business unit) has suffered reputational damage due to the participant’s misconduct or otherwise;
• a participant’s actions amount to serious misconduct or conduct which causes significant financial loss for the Group and/or the participant’s business unit; or
• there have been overpayments, including any vesting under the DBSP, to the participant at a level higher than would have otherwise been the case due to material abnormal write-offs affecting any Group company on an exceptional basis.

Vesting of Awards

Awards will normally vest at the end of a deferral period determined by the Remuneration Committee, which ordinarily will be a period of three years. The length of the deferral period for Awards granted to the Company’s Executive Directors will be consistent with the Policy as approved by shareholders from time to time.

Cessation of employment

Participants who cease to be employed will normally retain their Awards, which will ordinarily continue and vest on the originally anticipated vesting date, unless the Remuneration Committee determines that the Award should vest on an earlier date. Awards held by participants who die will generally be accelerated and will vest on the date of death.

However, Awards held by participants who cease to be employed as a result of their gross misconduct or voluntary resignation or cessation by mutual consent (unless the Remuneration Committee determines otherwise) will lapse on the cessation of employment.

Corporate events

On a change of control, all Awards shall vest immediately.

If other corporate events occur such as a demerger, special dividend or other event which, in the opinion of the Remuneration Committee, may affect the current or future value of shares to a material extent, the Remuneration Committee may determine that Awards will vest conditional upon the event occurring. If the event does not occur, Awards will continue.

3. Summary of the principal features common to the LTIP and DBSP

Each of the following features is common to each of the LTIP and DBSP (together the "Plans").

Terms of Awards

Awards may be granted over newly issued shares, treasury shares or shares purchased in the market. Awards are not transferable (other than on death). No payment will be required from participants for the grant of any Awards.

Limits on the issue of shares

On any date, the number of shares which may be issued or issuable pursuant to rights granted in the preceding ten-year period under the Plans and under any other employees’ share plan adopted by the Company may not exceed 10% of the issued ordinary share capital of the Company on that date.

Treasury shares will be treated as newly issued for the purpose of these limits until such time as guidelines published by institutional investor representative bodies no longer require it and the Remuneration Committee determines otherwise. Shares purchased in the market are not subject to these limits.

The above limits may be varied by the Remuneration Committee to take into account any variation in the Company’s share capital from time to time.

Adjustments

In the event of any rights issue or capitalisation, subdivision, consolidation, reduction or other variation of the ordinary share capital, the Remuneration Committee may make such adjustments as it considers appropriate to the number of shares subject to Awards.

Rights attaching to shares

All shares provided under the Plans will rank pari passu with all other shares of the Company for the time being in issue (save as regards any rights attaching to such shares by reference to a record date prior to the date of issue or transfer to the participant).

Amendments and termination

The Remuneration Committee may amend the Plans or the terms of Awards granted under them at any time, provided that prior approval of the Company’s shareholders in a general meeting will be required for amendments to the advantage of employees relating to: (i) eligibility; (ii) the overall limits on the issue of shares under the Plans; (iii) the maximum entitlement for any one participant; (iv) the basis for determining a participant’s entitlement to, and the terms of, the shares comprised in an Award; and (v) the impact of any variation of capital.

However, any minor amendment to benefit administration, or any amendment to take account of legislative changes, or to obtain or maintain favourable tax, exchange control or regulatory treatment in any jurisdiction, may be made by the Remuneration Committee without shareholder approval.

No further awards may be granted under the Plans on or after the tenth anniversary of the Company’s 2026 AGM, but the rights of existing participants will not be affected by any termination.

Overseas plans

The Remuneration Committee may establish such sub-plans or schedules to the Share Plans, modified to take account of local tax, exchange controls or securities laws if required to do so or if it is beneficial to do so in any overseas jurisdiction, provided that any shares made available under such plans are treated as counting against the limits on individual and overall participation in the Plans.

Pension benefits

Benefits under the Plans are not pensionable.