AGM Resolution – Approval Of Remuneration Policy
Remuneration Committee proposes hybrid long-term incentive structure for executive directors with performance and restricted shares.
- Performance share award level for CEO 175% of base salary
- Performance share award level for CFO 150% of base salary
- Maximum notional performance share award 200% of salary
- Exceptional circumstance maximum 250% of salary
- Discount applied to restricted share element 50%
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At the forthcoming Annual General Meeting ("AGM") of Forterra plc (the "Company") on 19 May 2026, shareholders will be asked to vote on a number of resolutions, including Resolution 13 relating to the approval of the Remuneration Policy (the "Policy").
In advance of the AGM, the Remuneration Committee wishes to provide further clarification in relation to Resolution 13.
The Policy proposes a hybrid long-term incentive structure for Executive Directors, comprising 50% performance shares and 50% restricted shares. No change is proposed to the current Policy maximum notional performance share award level of 200% of salary (250% in exceptional circumstances). For 2026, award levels will be 175% of base salary for the Chief Executive Officer and 150% of base salary for the Chief Financial Officer, on a notional performance share basis, with a 50% discount applied to the restricted share element.
If approved, the performance share element will be subject to the following measures over the period ending 31 December 2028:
| Measure | 0% Vesting | 25% Vesting | 100% Vesting |
| Adjusted EPS Growth (45%) | Less than 5% annual growth | 5% annual growth | 10% or greater annual growth |
| Relative TSR (45%) against TSR of index members (FTSE 250 excluding investment trusts) | Below median | Median | Upper quartile or above |
| ESG - Reduction in the Group's clay product carbon emissions intensity per m² versus 2025 (10%) | Less than 5% reduction | 5% reduction | 10% or greater reduction |
Vesting will be calculated on a straight-line basis between the relevant performance points.
The notional share award level for both performance shares and restricted shares will be based on the average closing share price of the Company's shares over the six-month period ended 19 May 2026. The Remuneration Committee believes this provides a balanced basis for calculating awards by reducing the impact of short-term market volatility and external macroeconomic uncertainty on the number of shares granted.
The Board looks forward to the support of shareholders in approving Resolution 13 at the AGM on 19 May 2026.
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