Beazley : International Share Incentive Plan 2023

Rules of the Beazley plc International Share Incentive Plan 2023 for approval at the Annual General Meeting of Beazley plc to be held on 25th April 2023

Beazley plc

The Beazley plc International

Share Incentive Plan 2023

Shareholder approval: [●] 2023

Board adoption: [●] 2033

Plan expires: [●] 2033

PricewaterhouseCoopers LLP, 1 Embankment Place, London, WC2N 6RH

T:PricewaterhouseCoopers[phone]LLP is5000,a limitedF:liability+44partnership(0) 20registered7822 4652,in Englandwwwwith registered.pwc.conumber.uk OC303525. The registered office of PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH.PricewaterhouseCoopers LLP is authorised and regulated by theFinancial Conduct Authority for designated investment business.

Rules of the Beazley plc International Share Incentive Plan 2023 for approval at the Annual General Meeting of Beazley plc to be held on 25th April 2023

Table of contents

1.	Invitations to enter into Contribution Agreements	1
2.	Enrolment procedure	1

3. Plan limit, calculation of Contributions after Enrolment Period and scaling down.. 2

4.	Deductions, payments and holding of Contributions	3
5.	Acquisition and holding of Purchased Shares	5
6.	Matching Share Awards	6
7.	Free Share Awards	6
8.	End of the Vesting Period	7
9.	Cessation of Relevant Employment	8
10.	Takeover and other corporate events	10
11.	Lapse of Matching Share Awards and Free Share Awards	12

12. Adjustment of Matching Share Awards and Free Share Awards on a Reorganisation

………………………………………………………………………………………………………………..12

13.	Tax and social security withholding	13
14.	Dealing Restrictions	13
15.	Rights and listing of Shares…………………………………………………………………………….13
16.	Relationship of the Plan to contract of employment	13
17.	Administration of the Plan	14
18.	Amendment of the Plan	15
19.	Notices	16
20.	Governing law and jurisdiction	16
21.	Interpretation	16
Schedule 1: The Beazley plc International Share Incentive France Sub-Plan	20
Schedule 2: The Beazley plc International Share Incentive Canada Sub-Plan	25
Schedule 3: The Beazley plc International Share Incentive US Sub-Plan	27

Rules of the Beazley plc International Share Incentive Plan 2023 for approval at the Annual General Meeting of Beazley plc to be held on 25th April 2023

1. Invitations to enter into Contribution Agreements

1.1. Invitations

The Board may at its absolute discretion from time to time during the Plan Period invite such Eligible Employees as it determines to apply to participate in the Plan by inviting such Eligible Employees to enter into a Contribution Agreement during an Enrolment Period specified by the Board subject to the Rules and any additional terms and conditions that the Board may prescribe.

1.2. Form and contents of invitation

An invitation shall be in such form and communicated in such way as the Board determines and will specify:

1. the Enrolment Period;
2. the Contribution Period, the Normal Acquisition Date(s) and the Vesting Period;
3. the currency in which each Eligible Employee will be invited to make Contributions;
4. the Maximum Contribution and the Minimum Contribution which may be made by the relevant Eligible Employee;
5. the Matching Share Ratio;
6. details of any applicable Performance Targets attached to Matching Share Awards; and
7. any other terms and conditions prescribed by the Board.

2. Enrolment procedure

2.1. Entry into Contribution Agreement

An Eligible Employee who wishes to accept an invitation to take part in the Plan and apply to participate in the Plan and acquire Purchased Shares must enter into a Contribution Agreement in such form and manner as the Board determines, which will include:

1. the Contribution that they wish to make;
2. an authorisation for their employer to deduct Contributions from their remuneration during the Contribution Period (except where the Board determines that the relevant Eligible Employee may make Contributions by another method);
3. an instruction to the Company, and/or such other person as the Company may determine, to acquire Purchased Shares using the Contributions; and
4. any other matters the Board determines.

The Board may determine for any Participating Jurisdiction that any Eligible Employee in that Participating Jurisdiction who wishes to accept an invitation to take part in Plan must apply to participate in the Plan and enter into a Contribution Agreement during the Enrolment Period by such method as the Board determines which may include being made through the Plan Administrator's portal and/or by completing and returning a paper form of Contribution Agreement provided to them.

2.2. Applications after end of Enrolment Period

If an application and Contribution Agreement is received after the end of the Enrolment Period, it shall have no effect.

If an Eligible Employee has applied to participate in the Plan and entered into a Contribution Agreement during the Enrolment Period through the Plan Administrator's portal but is required by the Board under Rule 2.1 to complete and return a paper form of Contribution Agreement after the end of the Enrolment Period, their application to take part in the Plan shall have no effect unless they validly complete and return the paper form of the Contribution Agreement in such way and by such date as the Board specifies.

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Rules of the Beazley plc International Share Incentive Plan 2023 for approval at the Annual General Meeting of Beazley plc to be held on 25th April 2023

2.3. Minimum Contribution

Subject to Rule 4.7, the Contribution that an Eligible Employee may apply to make in respect of a Contribution Period must be at least equal to the Minimum Contribution specified by the Board for the Participating Jurisdiction in which the Eligible Employee is employed.

2.4. Maximum Contribution

The Contribution that an Eligible Employee may apply to make in respect of a Contribution Period must not exceed the Maximum Contribution specified by the Board for the Participating Jurisdiction in which the Eligible Employee is employed. If an Eligible Employee specifies a Contribution amount that would exceed the Maximum Contribution, the Board will reduce the amount of the proposed Contribution that may be made by the Eligible Employee to an amount equal to the Maximum Contribution (or such other amount as the Board may determine).

The Board may invite any Eligible Employee to make a one-off Contribution in relation to a Contribution Period of an additional amount if a bonus is paid by their employing company, or at any other time, subject to the Maximum Contribution limit and such terms and conditions as the Board may prescribe.

2.5. Expected Contributions calculated following the end of the Enrolment Period

At, or as soon as practicable after, the end of the applicable Enrolment Period, the aggregate Contributions to be made by the Eligible Employees during the Contribution Period will be calculated.

Where an Eligible Employee has agreed to make Contributions in a currency other than pounds sterling, the aggregate expected Contributions to be made by the Eligible Employee will be converted into pounds sterling at such conversion rate as the Board may determine.

3. Plan limit, calculation of Contributions after Enrolment Period and scaling down

3.1 Plan limit on number of Shares available for the Plan

No Contribution Agreement may be entered into nor may any Purchased Shares be provided under a Contribution Agreement, nor may any Matching Share Award or Free Share Award be granted, if the result would be that the aggregate number of Shares issued or committed to be issued in the preceding 10 year period under:

1. the Plan; or
2. options or awards granted under any other Employees' Share Scheme (whether or not discretionary) operated by the Group

would exceed 10 per cent of the Company's issued ordinary share capital at that time.

3.2 Plan limit calculation

For the purpose of the limit contained in Rule 3.1:

1. no account shall be taken of shares which are not new issue shares except that for as long as required by The Investment Association Principles of Remuneration treasury shares shall be included in the limit as if they were new issue shares;
2. there shall be disregarded any Shares where the right to acquire the Shares has lapsed or been renounced;
3. there shall be disregarded any Shares which any trustees or the Plan Administrator have purchased in the market, or determined that they will purchase in the market, in order to provide Purchased Shares or to satisfy an Award or to satisfy the exercise of an option or the vesting of other rights of an employee under any other Employees' Share Scheme operated by the Group; and

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Rules of the Beazley plc International Share Incentive Plan 2023 for approval at the Annual General Meeting of Beazley plc to be held on 25th April 2023

4. any Shares issued or issuable in relation to an Award, or on the exercise of an option or the vesting of other rights of an employee under any other Employees' Share Scheme operated by the Group, shall be taken into account once only (when the Award is granted or the option is granted or the right awarded) and shall not fall out of account when the Award Vests, the option is exercised or other rights vest.

3.3 Scaling down of Contributions above the Total Contribution Limit

If the Board determines that the aggregate amount of Contributions that will be made during the Contribution Period (expressed in pounds sterling) will exceed the Total Contribution Limit, the Board will reduce the aggregate Contributions that may be made by Eligible Employees to an amount equal to the Total Contribution Limit by:

1. reducing pro rata the proposed Contributions that may be made by each Eligible Employee on such basis as the Board determines (provided that no reduced Contributions are less than the Minimum Contributions);
2. reducing the proposed Contributions that may be made by each Eligible Employee to the extent such Contributions are in excess of an amount (or amounts) chosen by the Board; or
3. such other method or methods as the Board determines is appropriate (including, but not limited to, reducing or increasing the proposed Contributions that may be made by Eligible Employees participating in the Phantom Sub-Plan to a greater or lesser extent than those Eligible Employees acquiring actual Shares under the Plan).

3.4 Plan limit scaling down

If the provision of Purchased Shares, or the granting of a Matching Share Award or Free Share Award would cause the limit in Rule 3.1 to be exceeded, then:

1. such number of Purchased Shares shall be reduced on such basis as the Board determines so as not to cause the limit to be exceeded; and
2. such Matching Share Award or Free Share Award shall take effect as an award over the maximum number of Shares which does not cause the limit to be exceeded. If more than one award is granted on the same date, the number of Shares which would otherwise be subject to each award shall be reduced pro rata.

3.5 Notification to Participants

To the extent scaling down under Rule 3.3 or Rule 3.4 has been applied to Purchased Shares, Matching Share Awards or Free Share Awards, Participants will be notified by the Board accordingly.

4. Deductions, payments and holding of Contributions

4.1 Contributions deducted from salary

Contributions will be made by or on behalf of Participants by deductions from net salary through payroll and such Contributions will commence after the end of the Enrolment Period on such date as is determined by the Board.

Where local laws in a particular jurisdiction prohibit or limit deductions from salary, or in such other circumstances as the Board may determine, Participants may be permitted to make all or part of their Contributions by such other method or methods as the Board determines.

4.2 Holding of Contributions and Contributions not in sterling

Each Participant's employing company will procure that Contributions deducted from the Participant's net salary will be transferred to the Plan Administrator to be held on behalf of the Participant as soon as practicable after each Contribution is made under Rule 4.1 pending the acquisition of Purchased Shares.

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