Seagate Technology Holdings plc

Proposal 5 - Approval of the Amended and Restated 2022 Equity Incentive Plan

Summary

Our Board and Compensation and People Committee approved an amendment and restatement of our 2022 EIP on July 26, 2025, subject to approval by our shareholders. Throughout this Proxy Statement, and specifically in this Proposal No. 5, we refer to the 2022 EIP, as amended and restated by our Board and Compensation and People Committee on July 26, 2025, as the “Amended and Restated 2022 EIP.” If the Amended and Restated 2022 EIP is not approved by our shareholders, the Amended and Restated 2022 EIP will not become effective, the existing 2022 EIP will continue in full force and effect, and we may continue to grant awards under the 2022 EIP, subject to its terms, conditions and limitations, using the shares available for issuance thereunder.

In this Proposal No. 5, we are seeking shareholder approval of the Amended and Restated 2022 EIP to:

■Increase the aggregate number of our ordinary shares that may be issued under the Amended and Restated 2022 EIP by 3,800,000 shares, bringing our total number of shares available for grant under the Amended and Restated 2022 EIP to 17,859,525 shares;

■Increase the number of shares that may be issued or transferred pursuant to incentive stock options (“ISOs”) under the Amended and Restated 2022 EIP to 17,800,000 shares;

■Provide that Share Awards may be aggregated in order to eliminate any fractional shares granted under the Amended and Restated 2022 EIP on or after the effective date of the Amended and Restated 2022 EIP; and

■Remove the expiration date of the Amended and Restated 2022 EIP (provided that no ISOs may be granted under the Amended and Restated 2022 EIP after the tenth anniversary of the earlier of the date the Amended and Restated 2022 EIP was adopted by our Board or approved by our shareholders).

If this Proposal No. 5 is approved by our shareholders, the effective date of the Amended and Restated 2022 EIP will be the date of the 2025 AGM.

The full text of the Amended and Restated 2022 EIP is attached to this Proxy Statement as Appendix C.

Why You Should Vote to Approve the Amended and Restated 2022 EIP

Our Current Reserve of Shares is Insufficient to Meet our Needs

As of August 22, 2025, we currently have ~7,900,000 shares available for issuance under our 2022 EIP. Our Compensation and People Committee has determined that these reserves would be insufficient to meet our operational needs over the next 48 month period and we are therefore requesting an additional 3,800,000 shares to be approved for issuance under our Amended and Restated 2022 EIP. Since the time the 2022 EIP was initially approved by our shareholders, no grants have been permitted or made under the Company’s Amended and Restated 2012 Equity Incentive Plan (the “Predecessor Plan”). We do not have any other share incentive plans pursuant to which equity awards can be granted, other than the ESPP.

Equity Awards Are an Important Part of Our Compensation Philosophy

Our Board believes that the issuance of equity awards is a key element underlying our ability to attract, retain and motivate key personnel, non-employee directors, employees, consultants, and advisors because of the competition for highly trained and experienced individuals among data storage and hard disk drive manufacturing companies. Therefore, the Board believes that the Amended and Restated 2022 EIP is in the best interests of our business and our shareholders and recommends a vote in favor of this Proposal No. 5.

Proposal Five

Approval of this Proposal No. 5 by our shareholders will allow us to grant equity awards under the Amended and Restated 2022 EIP at levels we determine to be appropriate, competitive, and aligned with industry standards to attract, motivate and retain talent. The Amended and Restated 2022 EIP will also allow us to utilize equity awards as long-term incentives to secure and retain the services of our employees, non-employee directors, and consultants, consistent with our compensation philosophy and common compensation practice for our industry. To date, equity awards have been a key aspect of our program to attract and retain key employees and non-employee directors. We believe the use of equity awards strongly aligns the interests of our employees with those of our shareholders by placing a considerable proportion of our employees’ total compensation “at risk” because it is contingent on the appreciation in value of our ordinary shares. In addition, we believe equity awards encourage employee ownership of our ordinary shares and promote retention through the reward of long-term Company performance.

We Carefully Manage the Use of Equity Awards and the Size of our Share Reserve Increase Request is Reasonable

We recognize that equity awards dilute existing shareholders, and, therefore, we are mindful to responsibly manage the growth of our equity compensation program. We are committed to effectively monitoring our equity compensation share reserve, including our “burn rate,” to ensure that we maximize shareholders value by granting the appropriate number of equity awards necessary to attract, reward, and retain employees and non-employee directors. The tables below show certain historical overhang and burn rate percentages.

Determination of Number of Additional Shares to Request for the Amended and Restated 2022 EIP

In its determination to approve the Amended and Restated 2022 EIP, our Compensation and People Committee reviewed an analysis prepared by Semler Brossy, its compensation consultant, which included an analysis of our historic and estimated prospective share usage needs and the potential dilutive impact of the Amended and Restated 2022 EIP.

Specifically, our Compensation and People Committee considered:

■Market Competitiveness. The Amended and Restated 2022 EIP plays an important role in our effort to align the interests of participants and shareholders. Moreover, in our industry, equity awards are an important tool in recruiting, retaining and motivating highly skilled and critical employee talent, upon whose efforts our success is dependent.

■Estimated Equity Usage and Share Pool Duration. Our Compensation and People Committee considered our historic burn rate levels under our 2022 EIP in determining how long the Amended and Restated 2022 EIP share authorization could potentially last. We expect the share authorization under the Amended and Restated 2022 EIP to provide us with enough shares for awards for approximately 4 years, with actual timing dependent on a variety of factors, including the price of our shares and hiring activity during the next few years, and rates of forfeiture of outstanding awards, and noting that future circumstances may require us to change our current equity grant practices. We cannot predict our future equity grant practices, the future price of our shares or future hiring activity with any degree of certainty at this time, and the share reserve under the Amended and Restated 2022 EIP could last for a shorter or longer period of time.

■External Factors. Semler Brossy’s analysis, which is based on generally accepted evaluation methodologies, concluded that the number of shares under the Amended and Restated 2022 EIP is generally within accepted standards as measured by an analysis of its dilutive impact relative to industry standards.

Proposal Five

Historic Use of Equity Awards and Outstanding Awards

Overhang

The following table provides certain additional information regarding our equity incentive program and reflects all outstanding equity awards. The existing 2022 EIP is the only equity incentive plan we currently have in place under which we can grant awards (other than the shares available for purchase under the ESPP).

(1)Reflects the number of shares available under our Employee Stock Purchase Plan, as of the record date. No other shares are available for grant under any other equity incentive plan.

Burn Rate

In its determination to approve the Amended and Restated 2022 EIP, the Board was primarily motivated by a desire to ensure the Company has an available pool of shares from which to grant long-term equity-based incentive awards, which the Board believes is a primary incentive and retention mechanism for our employees, consultants, and directors. The Board considered key factors in making its determination including our historical grant rates, the shares remaining available for issuance under the 2022 EIP, and the potential dilution associated with the Amended and Restated 2022 EIP.

This review included a consideration of the following key metrics, factors, and philosophies:

■In Fiscal Year 2025, we granted equity awards covering 1,903,319 ordinary shares. On average, over the fiscal 2023 - 2025 period, we granted awards covering 2,304,027 ordinary shares annually. The amounts included for PSUs are based on the achievement of “target” performance goals.

■Our three-year average burn rate was approximately 1.04%, as shown in the following table.

Proposal Five

The following table provides detailed information regarding the activity related to the 2022 EIP for fiscal years 2023-2025:

(1)Burn rate is calculated as [((Options x Black-Scholes dollar value) + (Full-Value Shares x 200 day average share price)) / (Weighted Shares Outstanding x 200 day average share price)].

Requested Additional Shares

Subject to adjustment for certain changes in our capitalization, if this Proposal No. 5 is approved by our shareholders, then under the Amended and Restated 2022 EIP, we will have 3,800,000 new shares available for grant after our 2025 AGM for a total of approximately 11,700,000 shares available for grant after our 2025 AGM (based on 3,800,000 newly registered shares, 7,900,000 shares available under the 2022 EIP as of August 22, 2025, and the shares in our ESPP, as further described below under the “Equity Compensation Plan Information” table) as such shares become available from time to time.

We believe that our request for 3,800,000 new shares under the Amended and Restated 2022 EIP is necessary for us to remain competitive in the global marketplace and support our equity grant practices to align the interests of our employees, consultants and non-employee directors with our shareholders. We anticipate the available pool of shares in the Amended and Restated 2022 EIP will be sufficient for our equity awards for approximately the next 4 years after considering our present average share usage rate, and that such pool of shares is necessary to provide a predictable amount of available equity awards for attracting, retaining, and motivating employees, non-employee directors, and consultants.

Key Features of the Amended and Restated 2022 EIP

The Amended and Restated 2022 EIP includes provisions that are designed to protect our shareholders’ interests and to reflect corporate governance best practices, including the following:

■Repricing is prohibited without shareholder approval. The Amended and Restated 2022 EIP prohibits the repricing of outstanding options and share appreciation rights (“SARs”) and the cancellation of any outstanding options or SARs that have an exercise or redemption price equal to or greater than the then-current fair market value of our ordinary shares in exchange for cash or other awards under the Amended and Restated 2022 EIP without prior shareholder approval.

■Shareholder approval required for additional shares. The Amended and Restated 2022 EIP does not contain an annual “evergreen” provision. The Amended and Restated 2022 EIP authorizes a fixed number of shares, so that shareholder approval is required to issue any additional shares, allowing our shareholders to have direct input on our equity compensation program.

■Share counting provisions. In general, when awards granted under the Amended and Restated 2022 EIP or the Predecessor Plan are not issued or delivered by reason of (i) the expiration, termination, or cancellation of such award, in whole or in part, without having been exercised or redeemed in full, or be settled in cash, or (ii) if any shares subject to an award are reacquired by the Company prior to vesting, then such shares reserved for those awards will be returned to the share reserve and be available for issuance under the Amended and Restated

Proposal Five

2022 Pan. Furthermore, (a) shares of tendered to us in payment of the exercise price of options or share appreciation rights or withheld by us to cover tax withholding obligations or other tax liability of a participant, (b) shares repurchased by the Company on the open market or otherwise, in either case, using cash proceeds from the exercise of options, and (c) shares not issued or delivered as a result of the net settlement of an outstanding option or SAR will not be returned to our share reserve.

■Awards subject to forfeiture/recoupment. Awards granted under the Amended and Restated 2022 EIP will be subject to recoupment in accordance with any recoupment requirement imposed under applicable law, rules, regulations, or stock exchange listing standards, including, without limitation, recoupment requirements imposed pursuant to Section 954 of the U.S. Dodd‑Frank Wall Street Reform and Consumer Protection Act of 2010, or any regulations promulgated thereunder, or recoupment requirements under the laws of any other jurisdiction, as well as to the terms and conditions of the Company’s Executive Compensation Recovery Policy.

■Restriction on dividends. The Amended and Restated 2022 EIP provides that no awards should provide for the awardee’s receipt of dividends or dividend equivalents in any form prior to the vesting of such awards, or applicable portion thereof, or otherwise permit the payment of dividends or dividend equivalents on any award to the extent that the awards have not yet vested.

For further details, please review the descriptions of our non-employee director stock option program and our equity incentive program for executive officers in the “Director Compensation” and “Executive Compensation” sections, respectively, of this Proxy Statement.

Description of the Amended and Restated 2022 EIP

The material features of the Amended and Restated 2022 EIP are described below. The following description of the Amended 2022 EIP is a summary only and is qualified in its entirety by reference to the complete text of the Amended and Restated 2022 EIP. Shareholders are urged to read the actual text of the Amended and Restated 2022 EIP in its entirety, which is appended as Appendix C to this Proxy Statement.

Purpose

The Amended and Restated 2022 EIP is designed to align the interests of our employees, directors and consultants their interests with those of the Company’s shareholders by increasing their proprietary interests in the Company’s growth and success, to advance the interests of the Company by attracting and retaining employees, directors, officers, and other service providers, and to motivate such persons to act in the long-term best interests of the Company and its shareholders.

Types of Awards

The terms of the Amended and Restated 2022 EIP provide for the grant of incentive stock options, nonstatutory stock options, restricted share bonuses, share appreciation rights, phantom share units, restricted share units, performance share bonuses, performance share units, and other share-based awards.

Shares Available for Awards

Subject to adjustment for certain changes in our capitalization, if this Proposal 5 is approved, the aggregate number of ordinary shares that may be issued pursuant to awards granted under the Amended and Restated 2022 EIP (the “Share Reserve”), will not exceed the 17,859,525 shares.

To the extent ordinary shares underlying an award (whether granted under the Amended and Restated 2022 EIP or the Predecessor Plan), are not issued or delivered by reason of (i) the expiration, cancellation or termination, in whole or in part, of such award, without having been exercised or redeemed in full, or the settlement of the award in cash, or if (ii) any shares subject to the share awards shall be reacquired by the Company prior to vesting, then such shares shall again be available under the Amended and Restated 2022 EIP.

Proposal Five

Shares subject to an award under the Amended and Restated 2022 EIP may not be made available for issuance under the Amended and Restated 2022 EIP if such shares are: (a) tendered by a participant or withheld by the Company in payment of the exercise price to the Company or to satisfy any tax withholding obligation or other tax liability of the participant, (b) repurchased by the Company on the open market or otherwise, in either case using cash proceeds from the exercise of options, and (c) not issued or delivered as a result of the net settlement of an outstanding option or SAR.

Under Section 4.1(ii) of the Amended and Restated 2022 EIP, the maximum aggregate number of shares that may be issued pursuant to Full-Value Share Awards (which mean any restricted share bonus, restricted share unit, phantom share unit, performance share bonus, performance share unit, or other share-based award where the holder receives the entire value of each underlying ordinary share without payment or reduction of such payment by the Company) shall not exceed 16,052,165. Under Section 8.4 of the Amended and Restated 2022 EIP, no employee shall be eligible to be granted Full-Value Share Awards covering more than 5,000,000 shares or any options and/or SARs covering more than 4,000,000 shares during any fiscal year of the Company. Section 3.5 of the Amended and Restated 2022 EIP also provides that notwithstanding any provision to the contrary in the Amended and Restated 2022 EIP or any policy of the Company regarding compensation payable to a non-employee director, the sum of the grant date fair value of all awards payable in shares and the maximum cash value of any other aware award, together with the cash compensation paid to such non-employee director (i.e., retainer, meeting or similar fees) during any fiscal year of the Company, shall not exceed $750,000.

Eligibility

All of our (including our affiliates’) employees, non-employee directors, and consultants are eligible to participate in the Amended and Restated 2022 EIP and may receive all types of awards other than incentive stock options. Incentive stock options may be granted under the Amended and Restated 2022 EIP only to our employees (including officers) and employees of our affiliates. As of August 22, 2025, 7,568 employees, 11 non-employee directors, and 0 consultants were eligible for awards under the Amended and Restated 2022 EIP.

Administration

The Amended and Restated 2022 EIP is administered by the Board unless and until the Board delegates administration to a committee (the “Committee”) or a subcommittee thereof, each member of which is intended to be (i) “Non-Employee Director” within the meaning of Rule 16b-3 under the Exchange Act, and (ii) “independent” within the meaning of the rules of the Nasdaq Stock Exchange or of any other stock exchange on which the shares are then traded. Within the scope of such authority, the Board or the Committee may, to the extent permitted by applicable law, delegate to a committee of one or more individuals who are not Non‑Employee Directors the authority to grant awards to individuals who are either (1) not then subject to Section 16 of the Exchange Act or (2) receiving an award as to which the Board or Committee elects not to comply with Rule 16b‑3 by having two or more Non‑Employee Directors grant such award.

If administration is delegated to the Committee, the Committee shall have the, in connection with the administration of the Amended and Restated 2022 EIP, the powers possessed by the Board, which include determining (i) the recipients of awards, (ii) the form, amount and timing of each award to such recipients, (iii) the number of shares subject to each award, (iv) the purchase price or base price associated with the award, (v) the vesting schedule or conditions applicable to a share award, including any accelerations or waivers thereof, and (vi) all other terms and conditions of awards, including, without limitation, the forms of agreement evidencing the awards.

Repricing

Under the Amended and Restated 2022 EIP, the Committee may not amend or replace any previously granted option or share appreciation right in a transaction that constitutes a repricing within the meaning of the rules of the Nasdaq Stock Exchange or any other stock exchange on which the shares are then traded, without the prior approval of the Company’s shareholders.

Proposal Five

Minimum Vesting

Notwithstanding any provision of the Plan to the contrary, all share awards granted under the Amended and Restated 2022 EIP shall have a minimum vesting period of one (1) year measured from the date of grant of the applicable share award; provided, however, that up to five percent (5%) of the shares available for distribution under the Amended and Restated 2022 EIP may be granted without such minimum vesting period. This minimum vesting limit shall not impact the Company’s ability to grant share awards that contain rights to accelerated vesting on a termination of continuous service or to otherwise accelerate vesting, including, without limitation, upon a Change of Control. In addition, the minimum vesting requirement shall not apply to: (i) share awards issued by the Company in assumption of or substitution for awards previously granted, or the right or obligation to grant future awards, by a company acquired by the Company or any of its affiliates or with which the Company or any of its affiliates combines; or (ii) share awards granted to a non-employee director which vest on the earlier of the one (1) year anniversary of the date of grant and the next annual meeting of the Company’s shareholders (which is at least fifty (50) weeks after the immediately preceding year’s annual meeting).

Dividends and Dividend Equivalents

The Amended and Restated 2022 EIP provides that dividends or dividend equivalents may be paid or credited with respect to ordinary shares subject to phantom share units, restricted share units, performance share units, as determined by the Board and contained in the applicable award agreement; provided, however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested, (ii) any dividends or dividend equivalents that are credited with respect to any such shares will be subject to all of the terms and conditions applicable to such shares under the terms of the applicable award agreement (including any vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to us on the date such shares are forfeited to or repurchased by the Company due to a failure to vest.

Options

Options may be granted under the Amended and Restated 2022 EIP pursuant to option agreements. The Amended and Restated 2022 EIP permits the grant of options that are intended to qualify as incentive stock options (“ISOs”) and nonstatutory share options (“NSOs”).

The exercise price of NSOs may not be less than 100% of the fair market value of ordinary shares subject to the option on the date of grant. The exercise price of ISOs may not be less than 100% of the fair market value of ordinary shares subject to the option on the date of grant and, in some cases (see “Limitations on Incentive Stock Options” below), may not be less than 110% of such fair market value.

Options granted under the Amended and Restated 2022 EIP may not be exercised later than seven years after the grant date and, in some cases (see “Limitations on Incentive Stock Options” below), may not exceed five years. All terms relating to the exercise, cancellation, or other disposition of an option or share appreciation right (i) upon a termination of employment with or service to the Company of the holder of such option or share appreciation right, whether by reason of disability, retirement, death, or any other reason, or (ii) during a paid or unpaid leave of absence, shall be determined by the Board (or the Committee) and set forth in the applicable award agreement.

Acceptable forms of consideration for the acquisition of ordinary shares pursuant to the exercise of an option under the Amended and Restated 2022 EIP may include (i) a cash or check at the time the option is exercised, (ii) the delivery of shares having a fair market value, determined as of the date of exercise, equal to the aggregate purchase price payable by reason of such exercise, (iii) a deferred payment or other similar arrangement, including a promissory note, (iv) participation in a “same day sale” program, or (v) a combination of (i) through (iv).

Options granted under the Amended and Restated 2022 EIP may become exercisable in cumulative increments, or “vest,” as determined by the Board at the rate specified in the option agreement. Shares covered by different options granted under the Amended and Restated 2022 EIP may be subject to different vesting schedules as the Board may determine. The Board also has flexibility to provide for accelerated vesting of options in certain events.

Proposal Five

Generally, an optionee may not transfer an option other than by will or the laws of descent and distribution and the option shall be exercisable during the lifetime of the optionee only by the optionee. Notwithstanding the foregoing, if provided in the option agreement, the optionee may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the optionee’s death, shall thereafter be entitled to exercise the option.

Limitations on Incentive Stock Options

The aggregate fair market value, determined at the time of grant, of shares with respect to ISOs that are exercisable for the first time by an optionee during any calendar year under all of our equity plans may not exceed $100,000. The options or portions of options that exceed this limit or otherwise fail to qualify as ISOs are treated as NSOs. No ISO may be granted to any person who, at the time of grant, owns or is deemed to own shares possessing more than 10% of our total combined voting power or that of any affiliate unless the following conditions are satisfied:

■the exercise price of the ISO must be at least 110% of the fair market value of ordinary shares subject to the ISO on the date of grant; and

■the term of the ISO must not exceed five years from the day of the grant.

Subject to adjustment for certain changes in our capitalization, the aggregate maximum number of shares of our common stock that may be issued pursuant to the exercise of ISOs granted under the Amended and Restated 2022 EIP is 17,800,000 shares.

Restricted Share Bonus Awards and Performance Share Bonus Awards

Restricted share bonus awards may be granted under the Amended and Restated 2022 EIP pursuant to restricted share bonus agreements. Shares acquired under a restricted share bonus award may be subject to a share acquisition right by us in accordance with a vesting schedule (which, for performance share bonus awards, shall include the achievement of certain performance goals or a combination of performance goals and continuous service). Rights to acquire shares under a restricted share bonus award may be transferred only upon such terms and conditions as are set forth in the restricted share bonus agreement. Any dividends paid on restricted shares will be subject to the same vesting conditions as apply to the shares subject to the restricted share bonus award.

Restricted Share Unit Awards and Performance Share Unit Awards

Restricted share unit awards may be granted under the Amended and Restated 2022 EIP pursuant to restricted share unit award agreements. A restricted share unit award may be settled by the delivery of ordinary shares, cash, a combination thereof. Restricted share unit awards may be subject to vesting in accordance with a vesting schedule, subject to the holder’s continuous employment or service with the Company during a specified period or, for performance share unit awards, the satisfaction of specified performance measures during a performance period. The award agreement shall specify whether the holder is entitled to receive, on a current or deferred basis, dividend equivalents, provided that any additional shares credited by reason of such dividend equivalents will be subject to all of the same terms and conditions of the underlying restricted share unit award.

To the extent permitted by the Board in the terms of a restricted or performance share unit agreement, a holder may elect to defer receipt of the value of the shares otherwise deliverable upon the vesting of restricted or performance share units, so long as such deferral election complies with applicable law, including Section 409A of the Code. Such deferred restricted or performance share units will be treated as “deferred share units.”

Share Appreciation Rights

Share appreciation rights may be granted under the Amended and Restated 2022 EIP pursuant to share appreciation right agreements. Two types of SARs are authorized for issuance: (1) stand-alone SARs and (2) stapled SARs. Stand-alone SARs shall cover a specified number of underlying shares and shall be redeemable upon the terms and conditions

Proposal Five

established by the Board. Upon the redemption of the stand-alone SAR, the holder shall be entitled to receive a distribution in an amount equal to the excess of the aggregate fair market value (on the redemption date) of the shares underlying the redeemed right over the aggregate base price in effect for the shares. The Board shall determine in its sole discretion the number of shares underlying each stand-alone SAR and the base price in effect for those shares. In no event, may the base price per share be less than one hundred percent (100%) of the fair market value per underlying share on the date of grant.

Stapled SARs may only be granted concurrently with an option to acquire the same number of shares as the number of shares underlying the stapled SARs. Stapled SARs shall be redeemable upon such terms and conditions as the Board may establish and shall grant a holder the right to elect among (1) the exercise of the concurrently granted option for shares, whereupon the number of shares subject to the stapled SARs shall be reduced by an equivalent number, (2) the redemption of such stapled SARs in exchange for a distribution from the Company in an amount equal to the excess of the fair market value (on the redemption date) of the number of vested shares which the holder redeems over the aggregate base price for such vested shares, whereupon the number of shares subject to the concurrently granted option shall be reduced by any equivalent number, or (3) a combination of (1) and (2).

Performance-Based Awards

The Amended and Restated 2022 EIP allows us to grant performance-based awards, including performance unit awards and performance share bonus awards. The Committee will establish performance goals and the level of achievement versus such performance goals that shall determine the number of shares to be granted, retained, vested, issued or issuable under or in settlement of or the amount payable pursuant to a share award (including a restricted share bonus, restricted share unit, performance share bonus or performance share unit), which criteria may be based on performance criteria or other standards of financial performance and/or personal performance evaluations. Such performance goals shall be established by the Committee no later than the earlier of (i) the date that is ninety (90) days after the commencement of the applicable performance period or (ii) the date on which twenty‑five percent (25%) of the performance period has elapsed, and, in any event, at a time when the outcome of the performance goals remains substantially uncertain. The Committee shall certify the extent to which the performance goals have been satisfied and the amount payable as a result thereof, prior to payment, settlement or vesting of any share award.

Phantom Share Units

The Board has the discretion to grant phantom share units, which shall be redeemable upon such terms and conditions as the Board may establish. The value of a single phantom share unit shall be equal to the fair market value of a share, unless the Board otherwise provides in the terms of the phantom share unit agreement. The distribution with respect to any phantom share unit award may be made in shares valued at the fair market value on the redemption date, in cash, or partly in shares or partly in cash, as the Board shall in its sole discretion deems appropriate.

Forfeiture and Recoupment Provisions

The Board may specify in a share award agreement that the holder’s rights, payments and/or benefits with respect to the award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain events, in addition to any otherwise applicable vesting or performance conditions of such award. Such events shall include, but shall not be limited to, termination of employment for cause, violation of any applicable Company policy or code of conduct (including without limitation, engaging in “Fraud” or “Misconduct” within the meaning of the Company’s Compensation Recovery for Fraud or Misconduct Policy), breach of any agreement between the holder and the Company or any affiliate, or any other conduct by the holder that is detrimental to the business interests or reputation of the Company or any affiliate. Furthermore, all share awards (including share awards that have vested in accordance with the share award agreement) shall be subject to any recoupment requirement imposed under applicable law, rules, regulations or stock exchange listing standards, including, without limitation, recoupment requirements imposed pursuant to Section 954 of the U.S. Dodd‑Frank Wall Street Reform and Consumer Protection Act of 2010, or any regulations promulgated thereunder, or recoupment requirements under the laws of any other jurisdiction, as well as to the terms and conditions of any recoupment policy adopted by the Company from time to time to implement such

Proposal Five

requirements or to facilitate corporate governance, or for such other purpose as may be set forth in a share award agreement.

Changes to Capital Structure

In the event of any change in the ordinary shares subject to the Amended and Restated 2022 EIP, or subject to any share award, without receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, share dividend, spinoff, dividend in property other than cash, share split, liquidating dividend, extraordinary dividends or distributions, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company), the Amended and Restated 2022 EIP shall be appropriately adjusted in the class(es), kind and maximum number of securities subject to the Amended and Restated 2022 EIP and the maximum number of securities that may be made subject to Full-Value Share Awards pursuant to Section 4.1(ii) of the Amended and Restated 2022 EIP or that may be made subject to award to any person pursuant to Section 8.4 of the Amended and Restated 2022 EIP, and the outstanding share awards shall be appropriately adjusted in the class(es), kind and number of securities and price per share of the securities subject to such outstanding share awards.

Change of Control

In the event of a “Change of Control” (as defined in the Amended and Restated 2022 EIP and described below), the following adjustments may apply to any outstanding share awards:

■The surviving entity or acquiring entity may assume or continue any outstanding share awards or shall substitute similar share awards (including an award to acquire substantially the same consideration paid to the shareholders in the transaction by which the Change of Control occurs) for those outstanding awards.

■In the event any surviving entity or acquiring entity refuses to assume or continue such share awards or to substitute similar share awards for those outstanding awards, then with respect to any or all outstanding share awards, the Board in its sole discretion and without liability to any person may:

•(a) provide for the payment of a cash amount in exchange for the cancellation of a share award which, in the case of options and SARs, may be equal to the product of (x) the excess, if any, of the fair market value per share at such time over the exercise or redemption price, if any, times (y) the total number of shares then subject to such share award (and otherwise, the Board may cancel such share awards for no consideration if the aggregate fair market value of the shares subject to the share awards is less than or equal to the aggregate exercise or redemption price of such share awards),

•(b) continue the share awards, or

•(c) notify holders of options, share appreciation rights or phantom share units that they must exercise or redeem any portion of such share award (including, at the discretion of the Board, any unvested portion of such share award) at or prior to the closing of the transaction by which the Change of Control occurs, and that the share awards shall terminate if not so exercised or redeemed at or prior to the closing of the transaction by which the Change of Control occurs. With respect to any other share awards outstanding under the Plan, such share awards shall terminate if not exercised or redeemed prior to the closing of the transaction by which the Change of Control occurs.

■The Board shall not be obligated to treat all share awards, even those that are of the same type, in the same manner.

Proposal Five

For purposes of the Amended and Restated 2022 EIP, a “Change of Control” generally means any one of the following events:

■The sale, exchange, lease or other disposition of all or substantially all of the assets of the Company to a person or group of related persons, as such terms are defined or described in Sections 3(a)(9) and 13(d)(3) of the Exchange Act;

■A merger, reorganization, recapitalization, consolidation or other similar transaction involving the Company in which the voting securities of the Company owned by the shareholders of the Company immediately prior to such transaction do not represent more than fifty percent (50%) of the total voting power of the surviving controlling entity outstanding immediately after such transaction;

■Any person or group of related persons, as such terms are defined or described Sections 3(a)(9) and 13(d)(3) of the Exchange Act, is or becomes the Beneficial Owner (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the voting securities of the Company (including by way of merger, takeover (including an acquisition by means of a scheme of arrangement), consolidation or otherwise);

■During any period of two (2) consecutive years, individuals who at the beginning of such period constituted the Board (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Company was approved by a vote of a majority of the directors of the Company then still in office, who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board then in office; or

■A dissolution or liquidation of the Company other than in connection with a Restructuring Transaction (as defined below) or similar transaction.

In addition, if a Change of Control constitutes a payment event with respect to any share award which provides for the deferral of compensation and is subject to Section 409A of the Code, in order to make payment upon such Change of Control, the transaction or event described above with respect to such share award must also constitute a “change in the ownership or effective control of the Company or a “change in the ownership of a substantial portion of the assets” of the Company,” as defined in Treasury Regulation §1.409A‑3(i)(5), and if it does not, payment of such share award will be made on the share award’s original payment schedule or, if earlier, upon the death of the holder.

Notwithstanding the foregoing, a restructuring of the Company (a “Restructuring Transaction”) will not constitute a Change of Control if, immediately after the Restructuring Transaction, the shareholders of the Company immediately prior to such Restructuring Transaction represent, directly or indirectly, more than fifty percent (50%) of the total voting power of the surviving entity.

Plan Amendments and Termination

Our Board will have the authority to amend or terminate the Amended and Restated 2022 EIP at any time. However, except as otherwise provided in the Amended and Restated 2022 EIP, no amendment or termination of the Amended and Restated 2022 EIP may materially impair any rights under awards already granted to a participant unless with the written consent of the participant. We will obtain shareholder approval of any amendment to the Amended and Restated 2022 EIP as required by applicable law and listing requirements. No ISOs may be granted under the Amended and Restated 2022 EIP after the tenth anniversary of the earlier of the date the Amended and Restated 2022 EIP was adopted by our Board or approved by our shareholders.

Proposal Five

U.S. Federal Income Tax Consequences

The information set forth below is a summary only and does not purport to be complete. The information is based upon current federal income tax rules and therefore is subject to change when those rules change. Because the tax consequences to any recipient may depend on his or her particular situation, each recipient should consult the recipient’s tax adviser regarding the federal, state, local, and other tax consequences of the grant or exercise of an award or the disposition of shares acquired as a result of an award. The Amended and Restated 2022 EIP is not qualified under the provisions of Section 401(a) of the Code and is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974. Our ability to realize the benefit of any tax deductions described below depends on our generation of taxable income as well as the requirement of reasonableness, the provisions of Section 162(m) of the Code, and the satisfaction of our tax reporting obligations.

Nonstatutory Stock Options

Generally, there is no taxation upon the grant of an NSO if the NSO is granted with an exercise price equal to the fair market value of the underlying stock on the grant date. On exercise, an optionee will recognize ordinary income equal to the excess, if any, of the fair market value on the date of exercise of the shares over the exercise price. If the optionee is employed by us or one of our affiliates, that income will be subject to withholding taxes. The optionee’s tax basis in those shares will be equal to their fair market value on the date of exercise of the option, and the optionee’s capital gain holding period for those shares will begin on that date.

Subject to the requirement of reasonableness, the provisions of Section 162(m) of the Code, and the satisfaction of a tax reporting obligation, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the optionee.

Incentive Stock Options

The Amended and Restated 2022 EIP provides for the grant of options that qualify as “incentive stock options,” as defined in Section 422 of the Code. Under the Code, an optionee generally is not subject to ordinary income tax upon the grant or exercise of an ISO. If the optionee holds shares received on exercise of an ISO for more than two years from the date the option was granted and more than one year from the date the option was exercised, which is referred to as the required holding period, the difference, if any, between the amount realized on a sale or other taxable disposition of those shares and the holder’s tax basis in those shares will be long-term capital gain or loss.

If, however, an optionee disposes of shares acquired on exercise of an ISO before the end of the required holding period, which is referred to as a disqualifying disposition, the optionee generally will recognize ordinary income in the year of the disqualifying disposition equal to the excess, if any, of the fair market value of the shares on the date the ISO was exercised over the exercise price. However, if the sales proceeds are less than the fair market value of the shares on the date of exercise of the option, the amount of ordinary income recognized by the optionee will not exceed the gain, if any, realized on the sale. If the amount realized on a disqualifying disposition exceeds the fair market value of the shares on the date of exercise of the option, that excess will be short-term or long-term capital gain, depending on whether the holding period for the shares exceeds one year.

For purposes of the alternative minimum tax, the amount by which the fair market value of shares acquired on exercise of an ISO exceeds the exercise price of that option generally will be an adjustment included in the optionee’s alternative minimum taxable income for the year in which the option is exercised. If, however, there is a disqualifying disposition of the shares in the year in which the option is exercised, there will be no adjustment for alternative minimum tax purposes with respect to those shares. In computing alternative minimum taxable income, the tax basis of shares acquired on exercise of an ISO is increased by the amount of the adjustment taken into account with respect to those shares for alternative minimum tax purposes in the year the option is exercised.

Proposal Five

We are not allowed an income tax deduction with respect to the grant or exercise of an ISO or the disposition of shares acquired on exercise of an ISO after the required holding period. If there is a disqualifying disposition of shares, however, we are allowed a deduction in an amount equal to the ordinary income includible in income by the optionee, subject to Section 162(m) of the Code and provided that amount constitutes an ordinary and necessary business expense for us and is reasonable in amount, and either the employee includes that amount in income or we timely satisfy our reporting requirements with respect to that amount.

Restricted Share Bonus Awards

Generally, the recipient of a restricted share bonus award will recognize ordinary income at the time the shares are received equal to the excess, if any, of the fair market value of the shares received over any amount paid by the recipient in exchange for the shares. If, however, the shares are not vested when it is received (for example, if the employee is required to work for a period of time in order to have the right to sell the shares), the recipient generally will not recognize income until the shares become vested, at which time the recipient will recognize ordinary income equal to the excess, if any, of the fair market value of the shares on the date they become vested over any amount paid by the recipient in exchange for the shares. A recipient may, however, file an election with the Internal Revenue Service, within 30 days following his or her receipt of the share award, to recognize ordinary income, as of the date the recipient receives the award, equal to the excess, if any, of the fair market value of the shares on the date the award is granted over any amount paid by the recipient for the shares.

The recipient’s basis for the determination of gain or loss upon the subsequent disposition of shares acquired from share awards will be the amount paid for such shares plus any ordinary income recognized either when the shares are received or when the shares become vested.

Subject to the requirement of reasonableness, the provisions of Section 162(m) of the Code, and the satisfaction of a tax reporting obligation, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the share award.

Restricted Share Unit Awards

Generally, the recipient of a share unit award structured to conform to the requirements of Section 409A of the Code or an exception to Section 409A of the Code will recognize ordinary income at the time the shares are delivered equal to the excess, if any, of the fair market value of the shares received over any amount paid by the recipient in exchange for the shares. To conform to the requirements of Section 409A of the Code, the ordinary shares subject to a share unit award may generally only be delivered upon one of the following events: a fixed calendar date (or dates), separation from service, death, disability or a change in control. If delivery occurs on another date, unless the share units otherwise comply with or qualify for an exception to the requirements of Section 409A of the Code, in addition to the tax treatment described above, the recipient will owe an additional 20% federal tax and interest on any taxes owed. The recipient’s basis for the determination of gain or loss upon the subsequent disposition of shares acquired from share units will be the amount paid for such shares plus any ordinary income recognized when the shares are delivered.

Subject to the requirement of reasonableness, the provisions of Section 162(m) of the Code, and the satisfaction of a tax reporting obligation, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the share award.

Share Appreciation Rights

We may grant under the Amended and Restated 2022 EIP share appreciation rights separate from any other award or in tandem with other awards under the Amended and Restated 2022 EIP.

Proposal Five

Where the share appreciation rights are granted with a base price equal to the fair market value of the underlying shares on the grant date, the recipient will recognize ordinary income equal to the fair market value of the shares or cash received upon such exercise. Subject to the requirement of reasonableness, the provisions of Section 162(m) of the Code, and the satisfaction of a tax reporting obligation, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the share appreciation right.

Phantom Share Units

Phantom share units represent rights to receive the value in the appreciation of a certain number of shares that are redeemable on certain terms and conditions established by the Board. The value of a single phantom share unit is equal to the fair market value of a share, unless otherwise determined by the Board. Distributions with respect to phantom share units will be made in the form of cash or shares. Upon the redemption of the phantom share units, the recipient will recognize ordinary income equal to the excess, if any, of the fair market value of the shares or cash distributed to the recipient less the base price, if any, of the phantom share units.

Section 162(m) Limitations

Compensation of persons who are “covered employees” of the Company is subject to the tax deduction limits of Section 162(m) of the Code. The exemption from Section 162(m)’s deduction limit for performance-based compensation has been repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to our covered employees in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017 and which is not modified in any material respect on or after such date.

New Plan Benefits

Except as described in this paragraph with respect to our non-employee directors, the Company cannot currently determine the benefits or number of shares subject to awards that may be granted in the future to executive officers, directors, and employees under the Amended and Restated 2022 EIP. We do not presently have any current plans, proposals or arrangements, written or otherwise, to issue any of the newly available authorized shares under the Amended and Restated 2022 EIP. Our non-employee directors are, however, entitled to receive automatic annual awards of restricted share units under our director compensation program, as described below under “Director Compensation.” As a result, the awards to be granted on the date of the 2025 AGM to our non-employee directors pursuant to the Fiscal Year 2025 non-employee director compensation program will be granted under the Amended and Restated 2022 EIP, assuming approval of this Proposal No. 5.

Awards to be Granted Under the 2022 EIP

As disclosed above under “Director Compensation,” our non-employee directors will receive awards of RSUs on the date of the 2025 AGM pursuant to the Fiscal Year 2025 Director Compensation Program, but the number of RSUs to be granted to each non-employee director is determined by dividing $275,000 (or, for a non-employee Board Chair, $350,000) by the average closing share price for the fiscal quarter prior to the date of the 2025 AGM. Therefore, the number of RSUs to be granted to our non-employee directors under the Amended and Restated 2022 EIP is not currently determinable. All other future awards, if any, that will be made to eligible persons under the Amended and Restated 2022 EIP are subject to the discretion of the Committee, and therefore, the benefits or number of shares subject to awards that may be granted in the future to our executive officers, employees and directors is not currently determinable. Therefore, a New Plan Benefits Table is not provided.

Proposal Five

Equity Compensation Plan Information

The following table sets forth information concerning the Company’s equity compensation plans as of June 27, 2025.

(1)Represents 269,483 ordinary shares that were subject to issuance up to the exercise of share options granted under the 2012 EIP and 559,399 ordinary shares that were subject to issuance upon the exercise of share options granted under the 2022 EIP. Effective October 20, 2021, the Company terminated the 2012 EIP.

(2)This value is calculated based on the exercise price of options outstanding under the 2012 EIP and the 2022 EIP.

(3)Represents 9,453,768 ordinary shares available for future issuance under the 2022 EIP, where awards are granted from a pool of available shares with each share counting against such pool as 1 ordinary share. In addition, any shares that are subject to RSUs or PSUs (collectively, “Full-Value Share Awards”) will generally be counted against the Full-Value award limit of 8,091,640 ordinary shares as one share for every Full-Value Share Award granted. 8,091,640 ordinary shares were available for issuance of Full-Value Share Awards under the 2022 EIP. Any Shares subject to any outstanding share awards granted under the 2012 EIP that, on or after October 20, 2021, expire, are cancelled or otherwise terminate, in whole or in part, without having been exercised or redeemed in full, or are settled in cash that become available for issuance under the 2022 EIP will be added to the Share Reserve at a ratio of one (1) Share for every one (1) Share subject to such 2012 EIP Award, regardless of whether such award was a Full-Value Share Award (as defined in the 2012 EIP) i.e. the 2012 EIP share award that was counted against the share reserve of the 2012 EIP at a ratio in excess of one (1) Share for every one (1) Share subject to such 2012 EIP Award.

Approval of Proposal 5: The approval of the Amended and Restated 2022 EIP, requires the affirmative vote of the holders of a majority of the votes cast. Thus, the number of votes “FOR” must exceed the number of votes “AGAINST” for this proposal to pass. Brokers are not authorized to vote on this proposal without instruction from the beneficial owners. Abstentions and broker non-votes will have no effect on this proposal. If this Proposal 5 is approved by our shareholders, the Amended and Restated 2022 EIP will become effective as of the date of the annual meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE RESOLUTION TO APPROVE OUR AMENDED AND RESTATED 2022 EQUITY INCENTIVE PLAN.