Derwent London : Proposed Rules of the Performance Share Plan 2023

Derwent London plc

RULES OF THE

DERWENT LONDON

PERFORMANCE SHARE PLAN 2023

The Board reserves the right, up to the time of the AGM to make such amendments or additions to the rules of this Plan as it may consider necessary or desirable, provided that such amendments or additions do not conflict in any material respects with the description contained in the explanatory notes and appendix to the AGM notice.

Ref: NW03

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1 DEFINITIONS AND INTERPRETATION

In these Rules:

"Allocation" means a conditional right to automatically acquire Shares granted under the Plan.

"Award" means an Allocation or an Option granted under the Plan.

"Award Acceptance" means an acceptance signed by the Participant indicating that they agree to be bound by the Rules.

"Award Date" means the date on which an Award is granted or the date as otherwise specified by the Committee.

"Board" means the board of directors of the Company or a duly authorised committee of the Board (which includes the Committee) or a duly authorised person.

"Buy-OutAward" means an Award granted in connection with the recruitment of an Employee in respect of remuneration forfeited by reference to their previous employment.

"Committee" means the remuneration committee of the Board or a duly authorised person or group of persons.

"Company" means Derwent London plc (registered in England and Wales with company number 01819699).

"Control" means control within the meaning of section 995 of the Income Tax Act 2007 and "Controlled" shall be construed accordingly.

"Dealing Day" means any day on which the London Stock Exchange is open for the transaction of business.

"Dealing Restrictions" means any restriction on dealing in securities imposed by regulation, statute, order, directive or any code adopted by the Company as varied from time to time.

"Directors' Remuneration Policy" means the Company's prevailing directors' remuneration policy (within the meaning of section 421(2A) of the Companies Act 2006) as approved by the shareholders of the Company.

"Dividend Equivalent Payment" means an amount calculated by reference to dividends paid on Vested Shares as described in Rule 2.11 (Dividend Equivalent Payments).

"Employee" means any employee (including an executive director) of a Group Company.

"Employees' Share Scheme" means an employees' share scheme adopted by a Group Company where participation is offered to Employees.

"Exercise Price" means the amount (which may be zero) payable on the exercise of an Option set by the Committee under Rule 2.3 (Award terms).

"Expiry Date" means 12 May 2023, being the tenth anniversary that the Plan is approved by shareholders.

"Group" means:

1. the Company; and
2. its Subsidiaries from time to time,

and "Group Company" will be construed accordingly.

"Holding Period" means such period, if any, effective from the Normal Vesting Date, as may be specified by the Committee under Rule 2.3 (Award terms), during which Vested Shares may only be sold or transferred in accordance with Rule 9 (Holding Period).

"ITEPA" means the Income Tax (Earnings & Pensions) Act 2003.

"London Stock Exchange" means London Stock Exchange plc or any successor to that company.

"Market Value" means, on any date, in relation to a Share, the price of a Share on that date or the price of a Share calculated by reference to an averaging period not exceeding the period of five Dealing Days ending with the Dealing Day immediately prior to the relevant date, provided that such dates do not fall within any period when Dealing Restrictions apply.

"Normal Vesting Date" means the date specified under Rule 2.3 (Award terms) on which an Award would normally Vest.

"Option" means a right to acquire Shares which may be exercised and which is granted under the Plan.

"Participant" means a person who holds an Award including their personal representatives and, for the purposes of Rule 6.4 (Cash settlement, phantom Awards and share alternative), Participant shall include a person who has held Awards that have Vested.

"Performance Condition" means any performance condition imposed under Rule 2.4 (Performance Conditions).

"Performance Period" means the period over which the Performance Condition must be satisfied, which shall normally be a period of three years or such other period as the Committee may determine.

"Plan" means the Derwent London Performance Share Plan 2023 as constituted by these Rules and as amended from time to time.

"Post-Employment Shareholding Requirement" means any requirement, guideline or policy determined the Committee from time to time pursuant to which a person must hold Shares following their ceasing to hold office or employment with the Group.

"Pro-RatingPeriod" has the meaning given to it in Rule 12.3 (Extent of Vesting).

"Rule" means a rule of the Plan and "Plan Rules" shall be construed accordingly.

"Shares" means fully paid ordinary shares in the capital of the Company.

"Subsidiary" means a body corporate which is a subsidiary (within the meaning of section 1159 of the Companies Act 2006).

"Takeover" means:

1. when a general offer to acquire Shares made by a person (or a group of persons acting in concert) becomes wholly unconditional;
2. when, under section 895 of the Companies Act 2006 or equivalent procedure under local legislation, a court sanctions a compromise or arrangement in connection the acquisition of Shares; or
3. a person (or a group of persons acting in concert) obtaining Control of the Company in any other way.

"Tax Liability" has the meaning given in Rule 8.3 (Tax Liability).

"Variation" means in relation to the equity share capital of the Company a capitalisation issue, a rights issue or open offer, a subdivision, a consolidation, reduction or other variation or any special dividend or dividend in specie, demerger or such other circumstances as the Committee may determine.

"Vest" means:

1. in respect of an Allocation, the Participant becoming entitled to receive the Shares subject to that Allocation; or
2. in respect of an Option, the Participant first becoming entitled to exercise that Option,