Beazley : UK Share Incentive Plan 2023 rules and Trust Deed

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

Beazley plc

Trust Deed and Rules of the Beazley plc UK Share Incentive Plan 2023

Shareholder approval: [●] 2023

Board adoption: [●] 2023

Notified to HMRC: [●]

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

T: [phone], F: [phone], www.pwc.co.uk

PricewaterhouseCoopers LLP is a limited liability partnership registered in England with registered number OC303525. The registered office of PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH.PricewaterhouseCoopers LLP is authorised and regulated by the Financial Conduct Authority for designated investment business.

Trust deed and rules of the Beazley plc UK Share Incentive Plan 2023 for approval at the Annual General Meeting of Beazley plc to be held on 25th April 2023

THIS TRUST DEED is made on [●] 2023

BETWEEN:

1. Beazley plc (incorporated in England and Wales under company number 09763575) whose registered office is situated at 22 Bishopsgate, London, EC2N 4BQ ("the Company");
2. Equiniti Share Plan Trustees Limited (incorporated in England and Wales under company number 03925002) whose registered office is situated at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA (the "Original Trustee"); and
3. Beazley Management Limited (incorporated in England and Wales under company number 05016918) whose registered office is situated at 22 Bishopsgate, London, EC2N 4BQ.

PRELIMINARY:

1. The Company wishes to establish a share incentive plan which meets the legislative requirements of Schedule 2 and constitutes an Employees' Share Scheme.
2. The Plan has been approved by an ordinary resolution of the Company passed at a general meeting held on [●] 2023. The Plan was adopted by the Directors on [●] 2023.
3. The Original Trustee has agreed to act as the first trustee of the Plan.
4. The Original Trustee has received the sum of £50 from the Company as an initial contribution to the trusts established by this Trust Deed.

THE TRUST DEED WITNESSES as follows:

1. Interpretation

1.1. In this Trust Deed, unless the context otherwise requires, the definitions set out in Rule 1.1 of the Schedule shall apply and the following words and expressions shall have the following meanings:

Charitable	exclusively charitable under English law;
Corporate Trustee	any Trustee which is a body corporate in any relevant jurisdiction which
	has been appointed as a trustee pursuant to this Trust Deed;
Schedule	the schedule to this Trust Deed;
Trust	the trusts established by this Trust Deed;
Trust Deed	this trust deed in its present form or as amended from time to time;

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Trust deed and rules of the Beazley plc UK Share Incentive Plan 2023 for approval at the Annual General Meeting of Beazley plc to be held on 25th April 2023

Trust Fund	all assets from time to time held subject to this Trust Deed, including
	(without limitation):
	a)	the sum of £50 referred to in recital (D);
	b)	any assets from time to time added to such sum by way of
		accumulation of income, capital accretion or otherwise and
		whether contributed by the Company or a Subsidiary; and
	c)	all assets from time to time representing or derived from such
		sum or property as is referred to in sub-paragraphs (a) and (b)
		above
	and unless the context otherwise requires a reference to the Trust Fund
	shall include a reference to the whole or any part or parts of the Trust
	Fund;
Trust Period	the period beginning on the date of this Trust Deed and ending on the first
	to happen of the following, namely:
	a)	the expiry of the perpetuity period for the purpose of section 5(1)
		of the Perpetuities and Accumulations Act 2009, currently one
		hundred and twenty five years from the date of this Trust Deed, or
		such longer period as may be allowed by the law relating to
		perpetuities from time to time in force in relation to this Trust
		Deed; and
	b)	such date as the Trustees shall, with the prior written consent of
		the Directors, by deed declare to be the end of the Trust Period
		(not being a date earlier than the date of this Trust Deed) subject
		to termination of the Plan in accordance with Rule 34 of the
		Schedule; and
Trustees	the Original Trustee and/or any other person or persons appointed from
	time to time as trustee of the Trust pursuant to this Trust Deed until such

time as such person ceases to be a trustee pursuant to this Trust Deed (and "Trustee" shall mean any one of the Trustees or a sole trustee, where the context so requires).

1. Unless otherwise specified, the interpretation provisions of Rule 1.2 of the Schedule shall apply.
2. References to clauses are to clauses of this Trust Deed.

1. Object of Trust

All Plan Shares and any other assets held by the Trustees will be held upon trust for the Eligible Employees and/or Participants respectively entitled to them under the Plan subject to the provisions set out below and to the power of the Trustees to transfer or cause to be transferred to the person beneficially entitled to them any Plan Shares in accordance with the Plan.

3. Achieving object of Trust

3.1. Monies received from Participating Companies

Subject to the provisions set out below the Trustees apply monies they receive from the Participating Companies in the acquisition of Shares for Appropriation or for the purposes of clause 4.1 and to hold such Shares once Appropriated and all other trust property deriving from such Shares on trust for the Participants to whom such Shares have been Appropriated and to apply and deal with the same in accordance with the Plan provided always that:

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Trust deed and rules of the Beazley plc UK Share Incentive Plan 2023 for approval at the Annual General Meeting of Beazley plc to be held on 25th April 2023

1. the Trustees shall not dispose of a Participant's Free Shares during the Free Shares Holding Period or Matching Shares during the Matching Shares Holding Period (whether by transfer to the Participant or otherwise) except as provided by the Rules;
2. the Trustees shall not (subject to the Rules) dispose of any of a Participant's Free Shares after the end of the Free Shares Holding Period, Matching Shares after the end of the Matching Shares Holding Period except pursuant to a direction validly given by or on behalf of the Participant or any person in whom the beneficial interest in those Shares is for the time being vested; and
3. the Trustees shall deal with any right attaching to Free Shares or Matching Shares to be allotted or to acquire other shares, securities or rights of any description only pursuant to a written direction given by or on behalf of the Participant or any person in whom the beneficial interest in such Free Shares or Matching Shares is for the time being vested.

3.2. Partnership Shares Money

Subject to the provisions set out below the Trustees shall apply Partnership Shares Money in the acquisition of Partnership Shares and shall hold such shares once acquired on trust for the Participants on whose respective behalves they have been acquired and apply and deal with the same in accordance with the Plan provided always that:

1. the Trustees shall not (subject to the Rules) dispose of a Participant's Partnership Shares (whether by transfer to the Participant or otherwise) except pursuant to a written direction validly given by or on behalf of the Participant or any person in whom the beneficial interest in those Partnership Shares is for the time being vested;
2. the Trustees shall deal with any right attaching to Partnership Shares to acquire other shares securities or rights of any description only pursuant to a written direction given by or on behalf of the Participant or any person in whom the beneficial interest in the Partnership Shares is for the time being vested.

3.3. Dividend Shares

The Trustees shall hold Dividend Shares once acquired on trust for the Participants on whose respective behalves they have been acquired and apply and deal with the same in accordance with the Plan provided always that:

1. the Trustees shall not dispose of a Participant's Dividend Shares during the Dividend Shares Holding Period (whether by transfer to the Participant or otherwise) except as provided by the Rules;
2. the Trustees shall not (subject to the Rules) dispose of a Participant's Dividend Shares (whether by transfer to the Participant or otherwise) except pursuant to a written direction validly given by or on behalf of the Participant or any person in whom the beneficial interest in those Shares is for the time being vested; and
3. the Trustees shall deal with any right attaching to Dividend Shares to acquire other shares, securities or rights of any description pursuant only to a written direction given by or on behalf of the Participant or any person in whom the beneficial interest in such Dividend Shares is for the time being vested.

3.4. Dividends on Shares not Awarded

The Trustees shall not demand or in any way enforce payment of any dividends which would otherwise be payable on any Shares for the time being comprised within the Trust Fund which are not held for the benefit of a Participant and the Trustees hereby waive any entitlement thereto but where the Company decides to pay dividends on such Shares the Trustees shall retain such dividends to be used for the general purposes of the Plan.

3.5. Trustees not to exercise voting rights on Shares not Awarded

The Trustees shall not exercise any voting rights in respect of Shares for the time being held within the Trust Fund which are not held for the benefit of a Participant.

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Trust deed and rules of the Beazley plc UK Share Incentive Plan 2023 for approval at the Annual General Meeting of Beazley plc to be held on 25th April 2023

4. Unused funds

4.1. Trustees to apply unused funds for costs etc.

Where pursuant to the Plan the Trustees hold any monies, shares, securities or other assets which represent or represent income derived from:

1. any monies or assets received from the Participating Companies for the purposes of the Plan but which have not been applied and which are not required to be applied under the Plan for an Appropriation; or
2. any Capital Receipt of less than £3 which would be distributable to a Participant save for the provisions concerning such sums in the Rules; and
3. any assets relating to the Plan (including any amounts specifically paid to the Trustees as a contribution to any costs, charges and expenses incurred in connection with the establishment and operation of the Plan) which are not held for the benefit of a Participant in consequence of an Appropriation to them or any acquisition of Partnership Shares by them and which are not required to be applied under the Plan;

the Trustees may apply such assets or the sale proceeds thereof in or towards any reasonable costs, charges and expenses of the Plan (including for the avoidance of doubt any amounts necessary to facilitate the Award of Partnership Shares) and may during the Trust Period and subject to the law relating to accumulations accumulate any income thereon and hold the same for the general purposes of the Plan. The Trustees shall notify the Company on request of all amounts and assets held for such purposes.

4.2. Trustees to account for monies upon termination of Plan

If at any time the Plan is terminated the Trustees shall account to the Participating Companies as instructed by the Company for any unused monies then held on trust pursuant to clause 4.1. Notwithstanding such termination the Trustees shall continue to administer the Trust Fund in accordance with this Trust Deed and the Rules. At the earlier of the expiry of the Trust Period and the third anniversary of the termination of the Plan the Trustees shall convert into money any trust property held on trust pursuant to this Trust Deed and which are not either Partnership Shares, or Dividend Shares nor Appropriated to Participants and shall pay such money to such one or more Charitable organisations and if more than one in such proportions as the Trustees shall, in their absolute discretion determine. The receipt of the proper officer of the recipient Charitable organisation shall be a valid discharge of the Trustees for the benefit received by them.

5. Right to deal with reconstructions, etc.

5.1. Trustees to act on Participant's directions

The Trustees may at any time on behalf of any Participant who has given a direction to the Trustees under the Rules (but not otherwise) enter into any compromise or arrangement with respect to or may release or forbear to exercise all or any of its rights as shareholder whether in connection with a scheme of reconstruction or amalgamation or otherwise and may accept in or towards satisfaction of all or any of such rights such consideration as such Participant shall direct whether in the form of cash, stock, shares, debentures, debenture stock or obligations or securities without the Trustees being in any way liable or responsible for any loss resulting from complying with any such direction or any liability or increased liability of such Participant to tax or in respect of any inadequacy or alleged inadequacy in the nature or amount of such consideration.

5.2. Trustees to use reasonable endeavours to obtain directions

The Trustees shall use reasonable endeavours to notify Participants in respect of any matters affecting the rights of holders of Plan Shares and to seek their directions accordingly.

5.3. No liability for acting on directions

The Trustees shall not be liable or responsible for any loss or any liability or increased liability of a Participant to tax arising out of the failure of such Participant to give a direction to the Trustees or the failure of such Participant to give a direction to the Trustees within a particular time or if the Participant has

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