Derwent London : Notice of 2023 Annual General Meeting (AGM)

DERWENT LONDON PLC

NOTICE OF ANNUAL GENERAL MEETING

DL/78 at 78 Charlotte Street, London W1T 4QS

on Friday 12 May 2023 at 10.30 a.m.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant or other independent professional adviser.

If you have sold or otherwise transferred all of your shares in Derwent London plc (the "Company"), please pass this document together with the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer, so they can pass these documents to the person who now holds the shares.

TABLE OF CONTENTS

PART I

Letter from the Chairman of Derwent London plc

3

PART II

Notice of Annual General Meeting	5
Explanatory notes to the Notice of Annual General Meeting	10

PART III

Summary of the principal terms of the Derwent London Performance Share Plan 2023 (PSP)

15

APPENDIX

Map to venue

19

GENERAL INFORMATION

Form of Proxy

Whether or not you propose to attend the Annual General Meeting, please complete and submit a Form of Proxy in accordance with the instructions printed on the enclosed form. To be valid, the Form of Proxy should be returned as soon as possible and, in any event, by no later than 10:30 a.m. on 10 May 2023. Completion and return of a Form of Proxy will not prevent a shareholder from attending and voting at the Annual General Meeting should they choose to do so. Further instructions relating to the Form of Proxy are set out in the notes to the Notice of the Annual General Meeting.

Documents available at the Meeting

The following documents are available for inspection at the registered office of the Company until the time of the AGM and at DL/78 at 78 Charlotte Street, London W1T 4QS from 15 minutes before the AGM until it ends:

• Copies of the Executive Directors' service contracts.
• Copies of the letters of appointment of the Non-Executive Directors.
• Draft rules of the Derwent London Performance Share Plan 2023.

AGM venue

The AGM on 12 May 2023 is being held at DL/78. A map to the venue is available on page 19. The venue will be open for your arrival from 10.00 a.m. DL/78 does not have a car park, therefore, the best mode of transport is the tube. The nearest tube stations are:

• Goodge Street (0.1 miles)
• Warren Street (0.4 miles)
• Tottenham Court Road (0.4 miles)
• Great Portland Street (0.5 miles)
• Regent's Park (0.5 miles)

• DERWENT LONDON ANNUAL GENERAL MEETING 2023

PART I

LETTER FROM THE CHAIRMAN OF DERWENT LONDON PLC

Directors:	Derwent London plc
Mark Breuer (Chairman)	(Incorporated and registered in
Paul Williams (Chief Executive Officer)	England and Wales under
Damian Wisniewski (Chief Financial Officer)	number 1819699)
Claudia Arney (Non-Executive Director)
Lucinda Bell (Non-Executive Director)	Registered and Head Office:
Nigel George (Executive Director)	25 Savile Row
Helen Gordon (Non-Executive Director)	London
Emily Prideaux (Executive Director)	W1S 2ER
Sanjeev Sharma (Non-Executive Director)	020 7659 3000
Cilla Snowball (Non-Executive Director)
	12 April 2023
Dear Shareholder,

I am pleased to be writing to you with details of our Annual General Meeting (AGM) which we are holding at DL/78 at 78 Charlotte Street, London W1T 4QS on 12 May 2023 at 10.30 a.m.

If our shareholders are unable to physically attend the AGM, we will provide audio facilities so that they may follow the proceedings of the AGM remotely. To register for access to the audio facilities, please visit our website at www.derwentlondon.com/investors/shareholder-information/information-on-the-2023-agm. Registration for use of the audio facilities will close at 10.00 a.m. on Friday 12 May 2023.

Please be advised that the audio facilities will be "listen only", although you will be able to submit a question to the Board during the proceedings by emailing the Company Secretary, David Lawler, at [e-mail]. It would be helpful to the smooth running of the AGM if questions could be submitted to the Company Secretary up to one day before the commencement of the AGM.

Dividends

Shareholders are being asked to approve a final dividend of 54.50p per ordinary share for the year ended 31 December 2022. Of this amount, 38.50p will be paid as a Property Income Distribution (PID) with the balance of 16.0p paid as a conventional dividend. If you approve the recommended final dividend, it will be paid on 2 June 2023 to all ordinary shareholders who are on the register of members as at 28 April 2023.

New Long Term Incentive Plan

Resolution 17 seeks shareholder approval for a new Performance Share Plan 2023 ("PSP") to replace the Company's existing long-term incentive plan which will terminate in 2024. The PSP is very similar to the existing plan but has been updated since the last plan was approved to take account of continued developments in corporate governance and best practice. These updates include formalising the introduction of post-vesting holding periods and the ability to adjust formulaic vesting outcomes.

Furthermore, given that the Company is submitting a new Directors' Remuneration Policy to shareholders under resolution 2, it is operationally sensible for these PSP updates and other features to be aligned to the new remuneration policy as soon as possible. A summary of the principal terms of the PSP can be found in Part III of this Notice.

Re-election of Directors

In accordance with the 2018 UK Corporate Governance Code, all Directors will be putting themselves forward for re-election at the AGM. Following a formal external performance evaluation, I can confirm that each Director's performance continues to be highly effective and demonstrates a high level of commitment to their roles.

DERWENT LONDON ANNUAL GENERAL MEETING 2023

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Invitation to engage

PricewaterhouseCoopers (PwC) were appointed as the Group's external Auditors in 2014. In accordance with the Competition and Markets Authority order, the Audit Committee will conduct a comprehensive audit tender during 2023. The Board extends an invitation to all interested shareholders to engage with us on the tender. Dialogue with our shareholders is important to us and will inform the Committee's discussions and decisions. You can reach us via our Company Secretary, David Lawler. Further information on the tender process, including the proposed timetable, is on pages 168 to 169 of the 2022 Report & Accounts.

Notice of Annual General Meeting

The formal Notice of AGM is set out on pages 5 to 7 of this document. If you would like to vote on the resolutions but are unable to attend the AGM, please fill in the Form of Proxy sent to you with this notice and return it to our Registrars as soon as possible. They must receive it by 10.30 a.m. on 10 May 2023. We strongly encourage all shareholders attending remotely to vote in advance of the AGM using this method.

Explanatory notes on all the business to be considered at this year's AGM appear on pages 10 to 14 of this document.

The Directors consider that all the resolutions to be put to the meeting are in the best interests of the Company and its shareholders as a whole, and unanimously recommend that you vote in favour of all resolutions, as they intend to do in respect of their own shareholdings.

We look forward to welcoming you to the 2023 AGM. We hope that you will join us in experiencing DL/78 and will attend our AGM in person.

Yours sincerely,

Mark Breuer

Chairman

• DERWENT LONDON ANNUAL GENERAL MEETING 2023

PART II

Derwent London plc

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the thirty-ninth Annual General Meeting of Derwent London plc will be held at DL/78 at 78 Charlotte Street, London W1T 4QS at 10.30 a.m. on 12 May 2023. You will be asked to consider and, if thought fit, pass the resolutions below. Resolutions 19 to 22 (inclusive) will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions.

Ordinary resolutions

1. To receive the report of the Directors and the Accounts for the year ended 31 December 2022 and the independent auditor's report thereon.
2. To approve the Directors' Remuneration Policy as set out on pages 194 to 202 of the 2022 Report & Accounts.
3. To approve the Annual Statement by the Chair of the Remuneration Committee as set out on pages 190 to 193 and the Annual Report on Directors' Remuneration for the financial year ended 31 December 2022, as set out on pages 202 to 223 of the Company's 2022 Report & Accounts.
4. To declare a final dividend of 54.50p per ordinary share for the year ended 31 December 2022, which shall be paid on 2 June 2023 to shareholders who are members at the close of business on 28 April 2023.
5. To re-elect Claudia Arney as a Director.
6. To re-elect Lucinda Bell as a Director.
7. To re-elect Mark Breuer as a Director.
8. To re-elect Nigel George as a Director.
9. To re-elect Helen Gordon as a Director.
10. To re-elect Emily Prideaux as a Director.
11. To re-elect Sanjeev Sharma as a Director.
12. To re-elect Cilla Snowball as a Director.
13. To re-elect Paul Williams as a Director.
14. To re-elect Damian Wisniewski as a Director.
15. That PricewaterhouseCoopers LLP be re-appointed as independent auditor to the Company to hold office from the conclusion of the AGM until the conclusion of next year's AGM.
16. To authorise the Directors to determine the independent auditor's remuneration.
17. That the Derwent London Performance Share Plan 2023 (PSP), the principal terms of which are summarised in Part III of this Notice and the rules of which are produced to the meeting and signed by the Chair of the meeting for the purposes of identification, be approved and the directors be authorised to:
18. 1. do all or such acts and things as they may consider necessary or desirable to establish the PSP; and

DERWENT LONDON ANNUAL GENERAL MEETING 2023

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