01/11/2021 - 4imprint Group plc: 4imprint Group plc Remuneration Policy 2021

Element of Policy

Overview of changes proposed to Policy

Deferred

Annual Bonus

• No increase to ongoing award levels for the current Executive Directors for

Plan (DABS)

FY21 (maximum opportunity of 100% of salary).

• Introduction of an overall award limit of 150% of salary for use in future

years to maintain the ongoing competitiveness of the DABS for the 3-year

life of this Policy.

• No change to the 5-year deferral policy.

Shareholding guidelines

• Shareholding guidelines have been increased from 100% of salary to 200%

of salary. Executive Directors will have until their fifth annual bonus share

award grant to accumulate their shareholding and at least 50% of all share

incentives (net of tax) will be held back in order to assist the Executive

Directors to accumulate their holdings.

• Post-employment shareholding guidelines have also been introduced.

Executive Directors will be expected to hold 200% of salary in Company

shares for 1 year from cessation of employment and hold 100% of salary

for a further year (a 2-year period in total). The post-employment

shareholding guideline will apply to all DABS awards granted after the date

of this Policy's approval.

Malus

and

clawback

• Introduction of a clawback provision and expansion of the malus and

provisions on the DABS

clawback 'trigger' events.

Element and

Opportunity

Operation

Performance Measures

purpose

Base salary

Base salaries are reviewed

Base salary increases will not

Not applicable

Enables

annually however increases are

normally exceed the average

4imprint to

not automatic.

increase awarded to the wider

attract and

Base salary adjustments reflect

workforce. However, in

retain executive

various factors, including

exceptional circumstances

talent

increases for other employees

salary increases may exceed

across the 4imprint business;

this level.

individual and Company

performance; changes in role

and responsibilities; and pay at

companies of a similar size and

complexity in the relevant

external market.

Base salaries should be

competitive when compared to

similar roles at organisations of a

similar size and complexity in the

relevant external market.

Base salary increases are also

considered in the context of the

value of the total remuneration

package.

Retirement

Executive Director retirement

Executive Directors are eligible

Not applicable

benefits

benefits are limited to the

either (i) to participate in local

To provide a

opportunity offered to the local

Company pension

competitive

workforce. This is currently

arrangements, or (ii) subject to

level of

capped at 5% of base salary per

the discretion of the Committee,

retirement

annum.

to receive a salary supplement in

benefit in order

lieu of pension contributions,

to attract and

(which is not taken into account

retain executive

as salary for calculation of

talent

annual bonus, or other benefits).

Other benefits

Benefit values are set at an

Typical benefits may include: (i)

Not applicable

To maintain

appropriate level taking into

company car or car allowance

competitiveness

account market practice.

paid in cash; (ii) private medical

in attracting and

The Committee reserves the

insurance for the executive and

retaining talent

discretion to approve a higher

his/her family; (iii) life assurance

level of benefits if it is considered

of up to four times base salary;

by the Committee to be

(iv) income protection insurance;

necessary, appropriate and in

and (v) access to independent

the best interests of the

professional advice when

Company and its stakeholders.

necessary.

For example, this may include

Other benefits may also be

additional benefits to cover the

offered in line with those offered

cost of relocation or insurance

to other employees, such as

premiums.

paid holiday.

The benefits offering may differ

to reflect the market practice of

Element and

Opportunity

Operation

Performance Measures

purpose

the country of employment or

domicile of the individual

Director.

Deferred

The ongoing maximum potential

50% of the annual bonus is

Performance may be assessed

Annual Bonus

annual bonus opportunity is

delivered in cash.

using financial and non-financial

Scheme

100% of base salary for FY21.

50% of the annual bonus is

measures.

(DABS)

However, the Policy provides the

deferred into share awards

Financial performance

To encourage

Committee with an overall

(generally nil-cost options,

measures may include:

share

maximum of 150% of base

conditional share awards or

profitability, revenue growth,

ownership and

salary for use in future years, for

other forms to meet regulatory or

cash generation, or other

to incentivise

example, in a recruitment

business needs) for 5 years

financial metrics that are aligned

and reward

scenario, or in order to maintain

following the date of grant. See

to the business strategy.

strong annual

the competitiveness of the bonus

Leaver Policy for exceptions to

Financial objectives generally

performance

relative to the market taking into

this rule.

account for the majority of the

account Company and individual

Cash bonus and deferred share

annual bonus performance

performance and the potential

awards are typically allocated to

assessment.

value of the rest of the

participants following the audit of

Non-financial, corporate

remuneration package. See

the Annual Report and Accounts

objectives may also be used,

Recruitment Policy for further

in the March following the

such as environmental, social

details.

performance period.

and governance (ESG) metrics

The award for on-target

The number of nil cost options or

to the extent that they align with

performance is 50% of base

the Board's strategy and are

conditional share awards is

salary where awards are made

deemed to enhance prospective

in line with the ongoing

based on the share price on 31

long-term growth in Shareholder

maximum opportunity of 100% of

December of the financial year

value.

salary.

to which annual performance

Performance measures and

Where the overall maximum of

relates.

targets are generally set at the

150% is employed, the on-target

The cash bonus and deferred

start of the financial year to

bonus opportunity may be

reflect the group's strategic

share awards are subject to

increased to 50% of the

priorities. Further details can be

clawback and malus provisions.

maximum, being 75% of base

found in the Annual Report on

See notes to the table.

salary.

Remuneration.

Once awarded, the deferred

component of the annual award

will not be subject to further

performance targets.

Share Plans

Employees (including Executive

Periodic employee share option

Not applicable

To encourage

Directors) may save an agreed

plans open to all employees are

employee share

monthly amount, and options are

operated in the 4imprint Group.

ownership and

normally granted at a discount of

These take the form of HMRC

reward long-

up to 20% to the current share

approved Sharesave plans in the

term value

price.

UK, and equivalent plans in the

creation

Savings are capped at an

USA.

agreed monthly contribution rate,

and the option price is set at the

outset of the plan.

Share

Executive Directors are expected

At least 50% of any vested share

Not applicable

ownership

to maintain a holding of shares in

awards (net of tax) from

guidelines

the Company of at least 200% of

incentive arrangements are

Provides

annual base salary.

expected to be held in order to

alignment with

Executive Directors are also

accumulate the recommended

shareholders

expected to maintain a

personal shareholding.

whilst

shareholding of at least 200% of

Executive Directors will have

encouraging

base salary for 1 year following

until their fifth annual bonus

sustainable,

cessation of employment,

share award grant to accumulate

reduced to a holding of at least

their shareholding.

Element and

Opportunity

Operation

Performance Measures

purpose

long-term value

100% of base salary for the

The post-employment

creation

second year following cessation.

shareholding guideline will be

See Leaver Policy for further

enforced through contractual

details.

means.

Remuneration

When assessing incentive plan results and performance, the Committee retains the discretion to

Committee

reduce (including to nil) incentive pay-out levels if it is considered appropriate in exceptional

discretion

circumstances, for example, in the context of a significant health and safety failure, or an

exceptional negative event significantly impacting employees or shareholders.

Malus and Clawback

Malus and clawback provisions apply to both cash and deferred share elements of the DABS.

Malus includes the reduction (including to nil) of in-year and/or future year bonus amounts; and

the forfeiture or withholding of unvested deferred share awards and clawback involves the

recovery of annual bonus amounts that have been paid. Clawback may apply to cash bonus

payments made up to 2 years after the relevant payment date and for deferred share awards that

vested up to 5 years from the relevant grant date. These provisions may be invoked by the

Committee if it deems this to be appropriate in the context of one or more 'trigger' events. These

include:

•

material misstatement (including omission) in the Company's accounts

•

the bonus/award was based on an error, or inaccurate or misleading information

•

serious misconduct

•

corporate failure

•

serious reputational damage

Discretion to amend

In the event of a variation in share capital or other event that may affect the share price, the

the future operation

number of shares subject to an award may be adjusted.

of the DABS

Minor amendments

Minor changes may be made to the Policy for regulatory or administrative purposes without

to the Policy and

seeking further shareholder approval for such an amendment.

remuneration under

The Committee may make payments notwithstanding that they are not within the current Policy if

previous

they were agreed before:

arrangements

•

the Company's first remuneration policy subject to binding shareholder approval came into

effect,

•

the Policy came into effect (provided they are in line with the remuneration policy at the time

of agreement), or

•

promotion (of the individual to which the payment relates) to the board of directors.

Performance

The Committee has selected financial measures as the primary method of determining

measures

performance, as these metrics directly affect shareholder value. The Committee, when setting the

[Schedule 8 para

relevant targets, takes into account the Company's business plan and internal and external

27(a)]

forecasts for the business. Strategic performance conditions are set in line with the Company's

business plan and strategic priorities. At the end of the performance period, the Committee will

review performance against targets and may adjust formulaic outcomes for reasons such as (but

not limited to) disposals, acquisitions and changes in accounting treatment, if it is considered

necessary for a fair outcome in the context of wider company performance. Where discretion is

exercised the rationale and adjustment will be disclosed in the relevant Annual Report.