Hammerson PLC — Remuneration Information 2026

Apr 30, 2026

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author: "DESAI, Sim"
date: 2026-04-30 13:29:00+00:00
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Hammerson plc

RESTRICTED SHARE SCHEME

Approved by shareholders of the Company on 29 April 2020 and amendments approved by shareholders of the Company on 30 April 2026.

Adopted by the Remuneration Committee of the Board of Directors of the Company on 29 April 2020 and amended by the Committee on 14 October 2020,7 March 2023 and 30 April 2026.

The Scheme is a discretionary benefit offered by Hammerson plc for the benefit of its employees. Its main purpose is to increase the interest of the employees in Hammerson's long term business goals and performance through share ownership. The Scheme is an incentive for the employees' future performance and commitment to the goals of Hammerson plc.

Shares purchased or received under the Scheme, any cash received under the Scheme and any gains obtained under the Scheme are not part of salary for any purpose (except to any extent required by statute).

The Remuneration Committee of the Board of Directors of Hammerson plc shall have the right to decide, in its sole discretion, whether or not awards will be granted in the future and to which employees those awards will be granted.

The detailed rules of the Scheme are set out herein.

CONTENTS

Rule Page

DEFINITIONS AND INTERPRETATION 1

1. ELIGIBILITY 3

GRANT OF AWARDS 3

1. LIMITS 4

VESTING OF AWARDS 6

1. HOLDING PERIOD 8

CONSEQUENCES OF VESTING 8

1. EXERCISE OF OPTIONS 9

CASH ALTERNATIVE 10

1. LAPSE OF AWARDS 11

LEAVERS 11

1. TAKEOVERS AND OTHER CORPORATE EVENTS 13

ADJUSTMENT OF AWARDS 15

1. CLAWBACK 16

ALTERATIONS 18

1. MISCELLANEOUS 18

APPENDIX A CASH CONDITIONAL AWARDS 22

1. DEFINITIONS AND INTERPRETATION
2. In the Scheme, unless the context otherwise requires: "Award" means a Conditional Award or an Option;

"Board" means the board of directors of the Company or a duly authorised committee of the Board or a duly authorised person;

"Clawback" means an obligation to repay all or part of the additional value which the Committee decides has been received by the relevant individual as a result of re-assessed performance or error (as applicable) referred to in Rule 14.1(a) or (b) (Clawback), or due to misconduct or reputational damage as referred to in Rule 14.1(c) or (d) (Clawback), as the Committee considers appropriate;

"Committee" means the remuneration committee of the Board or, on and after the occurrence of a corporate event described in Rule 12 (Takeovers and other corporate events), the remuneration committee of the Board as constituted immediately before such event occurs;

"Company" means Hammerson plc (registered in England and Wales with registered number 360632);

"Conditional Award" means a conditional right to acquire Shares granted under the Scheme; "Control" means control within the meaning of section 719 of ITEPA;

"Early Vesting Date" means either:

• • 1. the date of cessation of employment of a Participant in the circumstances referred to in Rule 11 (Leavers); or
  • a date of notification referred to in Rule 12.1 (General offers), the date of the relevant event in Rule 12.2 (Schemes of arrangement, Cross-Border Merger and winding up) or the date of Vesting referred to in Rule 12.3 (Demergers and similar events);

"Cross-Border Merger" means a merger pursuant to the implementation in any relevant jurisdiction of Directive 2005/56/EC (on cross-border mergers of limited liability companies);

"Exercise Period" means the period referred to in Rule 7.2 (Options) (but subject to the provisions of Rule 7.3 (Exercise period for leavers)) during which an Option may be exercised;

"Grant Date" means the date on which an Award is granted; "Group Member" means:

1. a Participating Company or a body corporate which is the Company's holding company (within the meaning of section 1159 of the Companies Act 2006) or a Subsidiary of the Company's holding company;
2. a body corporate which is a subsidiary undertaking (within the meaning of section 1162 of that Act) of a body corporate within paragraph (a) above and has been designated by the Committee for this purpose; and
3. any other body corporate in relation to which a body corporate within paragraph (a) or

(b) above is able (whether directly or indirectly) to exercise 20% or more of its equity voting rights and has been designated by the Committee for this purpose;

"Holding Period" has the meaning given to that term in Rule 6.1; "ITEPA" means the Income Tax (Earnings and Pensions) Act 2003;

"Listing Rules" means the Listing Rules published by the Financial Conduct Authority;

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

"MAR" means Regulation (EU) No. 596/2014;

"MAR Closed Period" means, in relation to the Company, the period referred to in Article 19(11) of MAR;

"Normal Vesting Date" means the date on which an Award vests under Rule 5.1 (Timing of Vesting: Normal Vesting Date);

"Option" means a right to acquire Shares granted under the Scheme which is designated as an option by the Committee under Rule 3.2 (Type of Award);

"Option Price" means the amount, if any, payable on the exercise of an Option; "Participant" means a person who holds an Award including his personal representatives; "Participating Company" means the Company or any Subsidiary of the Company; "Rule" means a rule of the Scheme;

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

"Scheme" means the Hammerson plc Restricted Share Scheme as amended from time to time;

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

"Tax Liability" means any amount of tax or social security contributions for which a Participant would or may be liable and for which any Group Member or former Group Member would or may be obliged to (or would or may suffer a disadvantage if it were not to) account to any relevant authority;

"Underpin" means an assessment of the underlying performance of the Company and delivery against strategy and plans on such basis as is specified by the Committee under Rule 3.1 (Terms of grant);

"Underpin Period" means the period after which it is expected at the time of Award that the Underpin will be assessed;

"Vest" means:

1. in relation to a Conditional Award, a Participant becoming entitled to have Shares transferred to him (or his nominee) subject to the Rules; and
2. in relation to an Option, it becoming exercisable,

or that such event would occur but for the operation of any Holding Period and Vesting shall be construed accordingly;

"Vested Shares" means those Shares in respect of which an Award Vests.

• 1. Any reference in the Scheme to any enactment includes a reference to that enactment as from time to time modified, extended or re-enacted.
• Expressions in italics and headings are for guidance only and do not form part of the Scheme.
• References to an Award shall equally apply in respect of each tranche of an Award where the Award vests in tranches on multiple Normal Vesting Dates.

ELIGIBILITY

An individual is eligible to be granted an Award only if he is an employee (including an executive director) of a Participating Company.

GRANT OF AWARDS

• 1. Terms of grant

Subject to Rule 3.6 (Timing of grant), Rule 3.7 (Approvals and consents) and Rule 4 (Limits), the Committee may resolve to grant an Award on:

• • 1. the terms set out in the Scheme; and
  • such additional terms (whether the Underpin, the Underpin Period and/or any other terms) as the Committee may specify,

to any person who is eligible to be granted an Award under Rule 2 (Eligibility).

Type of Award

On or before the Grant Date, the Committee shall determine whether an Award shall be a Conditional Award or an Option. If the Committee does not specify the type of an Award on or before the Grant Date then an Award shall take the form of an Option.

Method of grant

An Award shall be granted as follows:

• • 1. a Conditional Award or an Option shall be granted by deed executed by the Company; and
  • if an Award is an Option, the Committee shall determine the Option Price (if any) on or before the Grant Date provided that the Committee may reduce or waive such Option Price on or prior to the exercise of the Option.

Dividend Equivalent

The number of Shares comprised in an Award shall increase on each ex-dividend date which occurs between the Grant Date and the date of Vesting (or, where the Holding Period applies, the end of the Holding Period) by such number of additional Shares as could have been acquired at the closing mid-market price on each relevant ex-dividend date with the property income dividends (net of basic rate income tax) and/or any other ordinary dividends paid on the Shares comprised in that Award to the date the Award Vests or to the end of the Holding Period (as appropriate).

Method of satisfying Awards

Unless specified to the contrary by the Committee on the Grant Date, an Award may be satisfied:

• • 1. by the issue of new Shares; and/or
  • by the transfer of treasury Shares; and/or
  • by the transfer of Shares (other than the transfer of treasury Shares).

The Committee may decide to change the way in which it is intended that an Award granted as a Conditional Award or an Option may be satisfied after it has been granted, having regard to the provisions of Rule 4 (Limits).

Timing of grant

Subject to Rule 3.7 (Approvals and consents), an Award may only be granted:

• • 1. in the 6 weeks beginning with the day on which the Scheme is approved by the shareholders of the Company;
  • in the 6 weeks beginning with the dealing day immediately following the end of any MAR Closed Period; or
  • at any other time when the Committee considers that circumstances are sufficiently exceptional to justify its grant,

but an Award may not be granted after [29 April 2030] (that is, the expiry of the period of 10 years beginning with the date on which the Scheme is approved by the shareholders of the Company).

Approvals and consents

The grant of any Award shall be subject to compliance with, including obtaining any approval or consent required under, the Listing Rules, any relevant share dealing code of the Company, the City Code on Takeovers and Mergers, or any other relevant UK or overseas regulation or enactment.

Non-transferability and bankruptcy

An Award granted to any person:

• • 1. shall not be transferred, assigned, charged or otherwise disposed of (except on his death to his personal representatives) and shall lapse immediately on any attempt to do so; and
  • shall lapse immediately if he is declared bankrupt.

LIMITS

• 1. 5 per cent. in 10 years limit

An Award shall not be granted in any calendar year if, at the time of its proposed Grant Date, it would cause the number of Shares allocated (as defined in Rule 4.3) in the period of 10 calendar years ending with that calendar year under the Scheme and under any other executive share plan adopted by the Company to exceed such number as represents 5 per cent. of the ordinary share capital of the Company in issue at that time.

10 per cent. in 10 years limit

An Award shall not be granted in any calendar year if, at the time of its proposed Grant Date, it would cause the number of Shares allocated (as defined in Rule 4.3) in the period of 10 calendar years ending with that calendar year under the Scheme and under any other employee share plan adopted by the Company to exceed such number as represents 10 per cent. of the ordinary share capital of the Company in issue at that time.

Meaning of "allocated"

For the purposes of Rules 4.1 and 4.2:

• • 1. Shares are allocated:
  • when an option, award or other contractual right to acquire unissued Shares or treasury Shares is granted;
  • where Shares are issued or treasury Shares are transferred otherwise than pursuant to an option, award or other contractual right to acquire Shares, when those Shares are issued or treasury Shares transferred;
  • any Shares which have been issued or which may be issued (or any Shares transferred out of treasury or which may be transferred out of treasury) to any trustees to satisfy the exercise of any option, award or other contractual right granted under any employee share plan shall count as allocated; and
  • for the avoidance of doubt, existing Shares other than treasury Shares that are transferred or over which options, awards or other contractual rights are granted shall not count as allocated.

Post-grant events affecting numbers of "allocated" Shares

For the purposes of Rule 4.3:

• • 1. where:
  • any option, award or other contractual right to acquire unissued Shares or treasury Shares is released or lapses (whether in whole or in part); or
  • after the grant of an option, award or other contractual right the Committee determines that:

(aa) where an amount is normally payable on its exercise it shall be satisfied without such payment but instead by the issue of Shares and/or the transfer of treasury Shares and/or the payment of cash equal to the gain made on its exercise; or

(bb) it shall be satisfied by the transfer of existing Shares (other than Shares transferred out of treasury)

the unissued Shares or treasury Shares which consequently cease to be subject to the option, award or other contractual right from time to time or absolutely) shall not count as allocated; and

• • 1. the number of Shares allocated in respect of an option, award or other contractual right shall be such number as the Board shall reasonably determine from time to time.

Changes to investor guidelines

Treasury Shares shall cease to count as allocated Shares for the purposes of Rule 4.3 if the Principles of Remuneration issued by the Investment Association cease to require such Shares to be so counted.

Individual limit

• • 1. The maximum total market value of Shares (calculated as set out in this Rule) over which Awards may be granted to any employee during any financial year of the Company is 100% of his salary (as defined in this Rule), unless Rule 4.6(b) applies.
  • If the Committee decides that exceptional circumstances exist, such as in relation to the recruitment or retention of an eligible employee, then the maximum total market value of Shares (calculated as set out in this Rule) over which Awards may be granted to that employee during a financial year of the Company is 150% of his salary (as defined in this Rule).

For the purpose of this Rule 4.6:

1. an employee's salary shall be taken to be his base salary (excluding benefits in kind), expressed as an annual rate payable by the Participating Companies to him on the Grant Date (or, if the Committee so determines, any increased base salary which has been approved by the Committee by the Grant Date, notwithstanding that such increase may not by such date have taken effect). Where a payment of salary is made in a currency other than sterling, the payment shall be treated as equal to the equivalent amount of sterling determined by using any rate of exchange which the Committee may reasonably select; and
2. the market value of the Shares over which an Award is granted shall be taken to be an amount equal to the middle-market quotation of such Shares (as derived from the London Stock Exchange Daily Official List) on the dealing day before the Grant Date or, if the Committee so determines, the average of the middle market quotations during a period determined by the Committee not exceeding the 5 dealing days ending with the dealing day before the Grant Date provided such dealing day(s) do not fall within any period during which dealings in Shares are restricted under MAR.

Effect of limits

Any Award shall be limited and take effect so that the limits in this Rule 4 are complied with.

Restriction on use of unissued Shares and treasury Shares

No Shares may be issued or treasury Shares transferred to satisfy the Vesting of any Conditional Award or the exercise of any Option to the extent that such issue or transfer would cause the number of Shares allocated (as defined in Rule 4.3 (Meaning of "allocated") and adjusted under Rule 4.4 (Post-grant events affecting numbers of "allocated" Shares)) to exceed the limits in Rules 4.1 (5 per cent. in 10 years limit) and 4.2 (10 per cent. in 10 years limit) except where there is a variation of share capital of the Company which results in the number of Shares so allocated exceeding such limits solely by virtue of that variation.

VESTING OF AWARDS

• 1. Timing of Vesting: Normal Vesting Date

Subject to Rule 5.3 (Restrictions on Vesting: regulatory and tax issues) and Rule 5.6 (Restriction on Vesting: Ongoing Disciplinary Process), an Award shall Vest on the later of:

• • 1. the date on which the Committee assesses any Underpin or determines whether or not any other condition imposed on the Vesting of the Award has been satisfied (in whole or part); and
  • the third anniversary of the Grant Date;

except where earlier Vesting occurs on an Early Vesting Date under Rule 11 (Leavers) or Rule 12 (Takeovers and other corporate events).

Extent of Vesting

An Award shall only Vest to the extent:

• • 1. determined by the Committee, taking account of the Underpin on or prior to the third anniversary of the Grant Date or, if appropriate, any earlier Early Vesting Date;
  • permitted by any other term imposed on the Vesting of the Award; and
  • in relation to Vesting before the Normal Vesting Date, as permitted by Rules 11.4 (Leavers: reduction in number of Vested Shares) or 12.5 (Corporate events: reduction in number of Vested Shares).

The Committee may decide at any time prior to the date on which an Award Vests that the number of Shares subject to an Award may be reduced (including, if appropriate, to zero) to reflect any exceptional circumstances that have occurred between the Grant Date and the date on which the Award Vests, which may include (but shall not be limited to):

• • • 1. circumstances in which, in the Committee’s opinion, the Participant has contributed to a sufficiently significant impact on the reputation of the Company or of any Group Member (or would have if made public) to justify the application of this Rule, and for the avoidance of doubt, such circumstances need not relate to a financial year in which the relevant individual was a Participant in the Scheme;
  • the Company becomes insolvent, enters into administration or similar protection from creditors or otherwise suffers a corporate failure and the Committee determines that such circumstances arose from events occurring (in whole or substantial part) during any period in which the relevant individual was a Participant and, in determining whether to apply this Rule 5.2(ii), the Committee shall have regard to the extent to which it considers that the relevant individual was involved (directly or through oversight) in such events.

Restrictions on Vesting: regulatory and tax issues

An Award shall not Vest unless and until the following conditions are satisfied:

• • 1. the Vesting of the Award, and the issue or transfer of Shares (to or by the Participant) after such Vesting, would be lawful in all relevant jurisdictions and not restricted by the Listing Rules, any relevant share dealing code of the Company, the City Code on Takeovers and Mergers, MAR and any other relevant UK or overseas regulation or enactment;
  • if, on the Vesting of the Award, or on the issue or transfer of Shares to the Participant, a Tax Liability would arise by virtue of such Vesting, issue or transfer and the Committee decides that such Tax Liability shall not be satisfied by the sale of Shares pursuant to Rule 5.5 (Payment of Tax Liability) then the Participant must have entered into arrangements acceptable to the Committee that the relevant Group Member will receive the amount of such Tax Liability;
  • the Participant has entered into such arrangements as the Committee requires (and where permitted in the relevant jurisdiction) to satisfy a Group Member's liability to social security contributions in respect of the Vesting of the Award; and
  • where the Committee requires, the Participant has entered into, or agreed to enter into, a valid election under Part 7 of ITEPA (Employment income: elections to disapply tax charge on restricted securities) or any similar arrangement in any overseas jurisdiction.

For the purposes of this Rule 5.3, references to a Group Member include any former Group Member.

Tax Liability before Vesting

If a Participant will, or is likely to, incur any Tax Liability before the Vesting of an Award then that Participant must enter into arrangements acceptable to any relevant Group Member to ensure that it receives the amount of such Tax Liability. If no such arrangement is made then the

Participant shall be deemed to have authorised the Company to sell or procure the sale of sufficient of the Shares subject to his Award on his behalf to ensure that the relevant Group Member receives the amount required to discharge the Tax Liability and the number of Shares subject to his Award shall be reduced accordingly.

For the purposes of this Rule 5.4, references to a Group Member include any former Group Member.

Payment of Tax Liability

The Participant authorises the Company to sell or procure the sale of sufficient Vested Shares on or following the Vesting of his Award on his behalf to ensure that any relevant Group Member or former Group Member receives the amount required to discharge the Tax Liability which arises on Vesting except to the extent that he agrees to fund all or part of the Tax Liability in a different manner.

Restrictions on Vesting: Ongoing Disciplinary Process

Unless the Committee determines otherwise, an Award shall not Vest whilst the Participant is subject to any formal disciplinary process, and Vesting shall (subject to the Award lapsing to any extent as a result of the conclusion of such process pursuant to Rule 11 (Leavers) or Rule 14.1(ii)(aa) (Clawback following Vesting)) be delayed until the conclusion of such process.

HOLDING PERIOD

• 1. On or before the Grant Date, the Committee shall determine whether this Rule 6 shall apply to an Award.
• Where this Rule 6 applies to an Award, subject to Rules 6.3 and 6.4:
  1. Shares in respect of which an Award Vests shall not be issued or transferred to the Participant, and the Participant shall not transfer, assign, pledge, charge or otherwise dispose of, or grant any form of security or other interest over, the Award or any of the Shares in respect of which an Award Vests; and
  2. the Participant shall not be entitled to exercise an Option,

within the period to the conclusion of the day of the fifth anniversary of the Grant Date (the "Holding Period").

• 1. Rule 6.2 shall not apply to the extent that a sale or transfer of Vested Shares is required pursuant to Rule 5.5 (Tax Liability) and/or where Rule 12 (Takeovers and other Corporate Events) applies.
• For the avoidance of doubt, unless the Committee determines otherwise, Rule 6.2 shall continue to apply following the Participant ceasing to hold office or employment with any Group Company pursuant to Rule 11.1 (Good Leavers before the Vesting Date).

CONSEQUENCES OF VESTING

• 1. Conditional Awards

On or as soon as reasonably practicable after the Vesting of a Conditional Award, the Committee shall, subject to Rule 5.5 (Payment of Tax Liability), any arrangement made under Rules 5.3(b) and 5.3(c) (Restrictions on Vesting: regulatory and tax issues) and Rule 6.2(a) (Holding Period), transfer or procure the transfer of the Vested Shares to the Participant (or a nominee for him).

Options

An Option shall, subject to Rule 6.2(b) (Holding Period), Rule 7.3 (Exercise period for leavers) and Rule 8.1 (Restrictions on the exercise of an Option: regulatory and tax issues), be exercisable in respect of Vested Shares for a period to the conclusion of the day on the seventh

anniversary of the Grant Date (or such shorter period as the Committee determines on or before the Grant Date) beginning with the date on which the Option Vests unless it lapses earlier under Rule 11.3 (Cessation of employment after the Vesting Date), Rule 12.1 (General offers), Rule

12.2 (Schemes of arrangement, Cross-Border Merger and winding up) or Rule

12.3 (Demergers and similar events).

If an Option is not exercised during the last 30 days of the Exercise Period (or the period for exercise referred to in Rule 7.3 (Exercise period for leavers)) because of any regulatory restrictions referred to in Rule 8.1(a) (Restrictions on the exercise of an Option: regulatory and tax issues), the Committee may extend the period during which the Option may be exercised so as to permit the Option to be exercised as soon as those restrictions cease to apply (unless the Participant is tax-resident in Ireland).

Exercise period for leavers

The Exercise Period of an Option shall be limited to:

• • 1. in the event of the Participant's death, the period of 12 months beginning with the later of the date of the participant's death, the date on which the Option Vests pursuant to Rule

11.1 (Good Leavers) or the date immediately following the end of the Holding Period;

1. in the event that the Participant ceases to be a director or employee of a Group Member for one of the reasons set out in Rule 11.1(b) to (f) (Good leavers before the Vesting Date), the period of 6 months beginning with the later of the date of the Participant's cessation of directorship or employment, the date on which the Option Vests pursuant to Rule 11.1 (Good Leavers before the Vesting Date) or the date immediately following the end of the Holding Period; and
2. in the event that the Participant ceases to be a director or employee of a Group Member after the Normal Vesting Date, save where Rule 11.3 applies, the period of 6 months beginning with the later of the date of the Participant's cessation of directorship or employment or the date immediately following the end of the Holding Period,

and to the extent that the Option is not exercised within the relevant period specified above, it shall (regardless of any other provision of the Scheme) lapse at the end of that period.

EXERCISE OF OPTIONS

• 1. Restrictions on the exercise of an Option: regulatory and tax issues

An Option which has Vested may not be exercised unless the following conditions are satisfied:

• • 1. the exercise of the Option and the issue or transfer of Shares after such exercise would be lawful in all relevant jurisdictions and in compliance with the Listing Rules, any relevant share dealing code of the Company, the City Code on Takeovers and Mergers, MAR and any other relevant UK or overseas regulation or enactment;
  • if, on the exercise of the Option or on the issue or transfer of Shares to the Participant, a Tax Liability would arise by virtue of such exercise, issue or transfer and the Committee decides that such Tax Liability shall not be satisfied by the sale of Shares pursuant to Rule 8.4 (Payment of Tax Liability) then the Participant must have entered into arrangements acceptable to the Committee that the relevant Group Member will receive the amount of such Tax Liability;
  • the Participant has entered into such arrangements as the Committee requires (and where permitted in the relevant jurisdiction) to satisfy a Group Member's liability to social security contributions in respect of the exercise of the Option; and
  • where the Committee requires, the Participant has entered into, or agreed to enter into, a valid election under Part 7 of ITEPA (Employment income: elections to disapply tax charge on restricted securities) or any similar arrangement in any overseas jurisdiction.

For the purposes of this Rule 8.1, references to a Group Member include any former Group

Member.

Exercise in whole or part

An Option must be exercised to the maximum extent possible at the time of exercise unless the Committee decides that a Participant may exercise the Option in respect of such lesser number of Shares as it decides.

Method of exercise

The exercise of any Option shall be effected in the form and manner prescribed by the Committee. Unless the Committee, acting fairly and reasonably determines otherwise, any notice of exercise shall, subject to Rule 8.1 (Restrictions on the exercise of an Option: regulatory and tax issues), take effect only when the Company receives it, together with payment of any relevant Option Price (or, if the Committee so permits, an undertaking to pay that amount).

Payment of Tax Liability

The Participant authorises the Company to sell or procure the sale of sufficient Vested Shares on or following exercise of his Option on his behalf to ensure that any relevant Group Member receives the amount required to discharge the Tax Liability which arises on such exercise except to the extent that he agrees to fund all or part of the Tax Liability in a different manner.

Transfer or allotment timetable

As soon as reasonably practicable after an Option has been exercised, the Company shall, subject to any arrangement made under Rules 8.1(b) and 8.1(c) (Restrictions on exercise: regulatory and tax issues) and Rule 8.4 (Payment of Tax Liability), transfer or procure the transfer to him (or a nominee for him) or, if appropriate, allot to him (or a nominee for him) the number of Shares in respect of which the Option has been exercised.

CASH ALTERNATIVE

• 1. Committee determination

Where a Conditional Award Vests or where an Option has been exercised and Vested Shares have not yet been allotted or transferred to the Participant (or his nominee), the Committee may determine that, in substitution for his right to acquire such number of Vested Shares as the Committee may decide (but in full and final satisfaction of his right to acquire those Shares), he shall be paid by way of additional employment income a sum equal to the cash equivalent (as defined in Rule 9.2 (Cash equivalent)) of that number of Shares in accordance with the following provisions of this Rule 9.

The Committee may not make any such determination where it would result in a Tax Liability for the Participant in relation to the Award at an earlier time than would otherwise be the case (unless the Committee determines on/or before the Grant Date that this restriction shall not apply) nor where such power would cause the grant of the Award to be unlawful in any jurisdiction.

Cash equivalent

For the purpose of this Rule 9, the cash equivalent of a Share is the market value of a Share on the day on which Shares would otherwise have been allotted or transferred to the Participant.

Market value on any day shall be determined as follows:

• • 1. if on the relevant date, Shares are quoted in the London Stock Exchange Daily Official List, the middle-market quotation of a Share, as derived from that List, on the dealing day before that day; or
  • if Shares are not so quoted, such value of a Share as the Committee reasonably determines.

Payment of cash equivalent

As soon as reasonably practicable after the Committee has determined under Rule 9.1 (Committee determination) that a Participant shall be paid a sum in substitution for his right to acquire any number of Vested Shares:

• • 1. the Company shall pay to him or procure the payment to him of that sum in cash; and
  • if he has already paid the Company for those Shares, the Company shall return to him the amount so paid by him.

Deductions

There shall be deducted from any payment under this Rule 9 such amounts (on account of tax or similar liabilities) as may be required by law or as the Committee may reasonably consider to be necessary or desirable.

LAPSE OF AWARDS

An Award shall lapse:

1. in accordance with the Rules; or
2. to the extent it does not Vest under these Rules.

LEAVERS

• 1. Good leavers before the Normal Vesting Date

If a Participant ceases to be a director or employee of a Group Member before the Normal Vesting Date by reason of:

• • 1. death;
  • retirement in accordance with the Company's retirement policy from time to time;
  • ill health, injury or disability evidenced to the satisfaction of the Committee;
  • redundancy (within the meaning of the Employment Rights Act 1996) or any overseas equivalent;
  • his office or employment being with either a company which ceases to be a Group Member or relating to a business or part of a business which is transferred to a person who is not a Group Member; or
  • for any other reason, if the Committee so decides, then:
  • subject to Rule 5.3 (Restrictions on Vesting: regulatory and tax issues) and Rule 12 (Takeovers and other corporate events), his Award shall Vest on the Normal Vesting Date and Rule 11.4 (Leavers: reduction in number of Vested Shares) shall apply; unless
  • the Committee decides in exceptional circumstances that, subject to Rule 5.3 (Restrictions on Vesting: regulatory and tax issues), his Award shall Vest on the date of cessation and Rule 11.4 (Leavers: reduction in number of Vested Shares) shall apply; and
  • provided that, in the circumstances of retirement, the Participant’s Award will only Vest, unless the Committee decides otherwise, if the Participant confirms (in such form as prescribed by the Company) prior to Vesting that he has not ceased to be retired (in accordance with the Company's retirement policy from time to time); and his Award shall otherwise lapse.

Cessation of employment in other circumstances before the Normal Vesting Date

If a Participant ceases to be a director or employee of a Group Member before the Normal Vesting Date for any reason other than those specified in Rule 11.1 (Good leavers before the Normal Vesting Date) then any Award held by him shall lapse immediately on such cessation.

If an individual ceases to be a director or employee of a Group Member after an event mentioned in Rules 12.1 to 12.3, then Rule 12.5 shall take precedence over this Rule 11.2.

Cessation of employment after the Normal Vesting Date

If a Participant ceases to be a director or employee of a Group Member after the Normal Vesting Date as a result of the Participant's misconduct (as reasonably determined by the Committee) then, unless the Committee determines otherwise, any Award held by the Participant shall immediately lapse and, for the avoidance of doubt, the Participant shall not be entitled to receive any Vested Shares subject to a Holding Period and shall not be entitled to exercise any Option.

Leavers: reduction in number of Vested Shares

Where an Award Vests on or after a Participant ceasing to be a director or employee of a Group Member, the Committee shall determine the number of Shares under Award which may become Vested Shares by the following steps:

• • 1. considering the Underpin and any other condition imposed on the Vesting of the Award; and
  • applying a pro rata reduction to the number of Shares determined under 11.4(a) based on the period from the Grant Date to the date of cessation relative to a period of three years,

unless the Committee, acting fairly and reasonably, decides that the reduction in the number of Vested Shares under Rule 11.4(b) is inappropriate in any particular case when it shall increase the number of Vested Shares to such higher number as it decides provided that number does not exceed the number of Shares determined under Rule 11.4(a).

If an Award Vests under any of Rules 12.1 to 12.3 when the holder of that Award has ceased to be a director or employee of a Group Member then this Rule 11.4 shall take precedence over Rule 12.5 (Corporate events: reduction in number of Vested Shares).

If an individual ceases to be a director or employee of a Group Member after an event mentioned in Rules 12.1 to 12.3, then Rule 12.5 (Corporate events: reduction in number of Vested Shares) shall take precedence over this Rule 11.4.

Meaning of ceasing employment

• • 1. Subject to Rule 11.5(c) below, a Participant shall not be treated for the purposes of this Rule 11 as ceasing to be a director or employee of a Group Member until such time as he is no longer a director or employee of any Group Member.
  • If any Participant ceases to be such a director or employee before the Vesting of his Award in circumstances where he retains a statutory right to return to work then he shall be treated as not having ceased to be such a director or employee until such time (if at

all) as he ceases to have such a right to return to work while not acting as an employee or director.

• • 1. Where the Participant gives or receives notice of termination of his employment with a Group Member (whether or not such termination is lawful), unless the Committee determines otherwise, the Participant shall be treated as ceasing to be a director or employee of a Group Member on such date as the Participant gives or receives such notice of termination.

Death following cessation of employment

If a Participant dies following cessation of employment in circumstances where his Award did not lapse but it has not Vested by the time of his death, it shall Vest immediately on his death to the extent determined by reference to the time of cessation in accordance with Rule 11.1(f)(ii) (Good leavers before the Normal Vesting Date).

TAKEOVERS AND OTHER CORPORATE EVENTS

• 1. General offers

If any person (or group of persons acting in concert):

• • 1. obtains Control of the Company as a result of making a general offer to acquire Shares; or
  • having obtained Control of the Company makes such an offer and such offer becomes unconditional in all respects,

all Awards shall, subject to Rule 5.3 (Restrictions on Vesting: regulatory and tax issues), Rule

12.4 (Internal reorganisations) and Rule 12.6 (Rollovers on share-based mergers), Vest on the date of such event if they have not then Vested and the following provisions shall apply:

1. the Committee shall, no later than 14 days after becoming aware of that event, notify every Participant of it;
2. Rule 12.5 (Corporate events: reduction in number of Vested Shares) shall apply; and
3. any Option may, subject to Rule 8.1 (Restrictions on the exercise of an Option: regulatory and tax issues), be exercised within the period ending one month from the date of such notification (or such longer period not exceeding six months as the Committee may permit), but to the extent that an Option is not exercised within that period, that Option shall (regardless of any other provision of the Scheme) lapse at the end of that period.

Schemes of arrangement, Cross-Border Merger and winding up

In the event that:

• • 1. the Court sanctions a compromise or arrangement which, on becoming effective, would result in:
  • any person obtaining Control of the Company;
  • the undertaking, property and liabilities of the Company being transferred to another existing or new company; or
  • the undertaking, property and liabilities of the Company being divided among and transferred to two or more companies, whether existing or new;
  • a competent authority approves a Cross-Border Merger, pursuant to which the Company shall cease to exist;
  • the Company passes a resolution for a voluntary winding up of the Company; or
  • an order is made for the compulsory winding up of the Company,

all Awards shall, subject to Rule 5.3 (Restrictions on Vesting: regulatory and tax issues), Rule

12.4 (Internal reorganisations) and Rule 12.6 (Rollovers on share-based mergers), Vest on the date of such event if they have not then Vested and Rule 12.5 (Corporate events: reduction in number of Vested Shares) shall apply.

If an event as described in this Rule occurs then an Option may, subject to Rule 8.1 (Restrictions on the exercise of an Option: regulatory and tax issues) and Rule 12.4 (Internal reorganisations), be exercised within one month of such event (or such longer period not exceeding six months as the Committee may permit), but to the extent that the Option is not exercised within that period, it shall (regardless of any other provision of the Scheme) lapse at the end of that period.

Demerger and similar events

If a demerger, special dividend or other similar event (the "Relevant Event") is proposed which, in the opinion of the Committee, would affect the market price of Shares to a material extent, then the Committee may, at its discretion, decide that the following provisions shall apply:

• • 1. the Committee shall, as soon as reasonably practicable after deciding to apply these provisions, notify a Participant that, subject to earlier lapse under Rule 11 (Leavers), his Award Vests and, if relevant, his Option may be exercised on such terms as the Committee may determine and during such period preceding the Relevant Event or on the Relevant Event as the Committee may determine;
  • if an Award Vests, or an Option is exercised, conditional upon the Relevant Event and such event does not occur then the conditional Vesting or exercise shall not be effective and the Award shall continue to subsist; and
  • if the Committee decides that an Award Vests under this Rule 12.3 then the provisions of Rule 12.5 (Corporate events: reduction in number of Vested Shares) shall apply.

Internal reorganisations

In the event that:

• • 1. a company (the "Acquiring Company") is expected to obtain Control of the Company or will obtain substantially all of the assets of the Company as a result of an offer referred to in Rule 12.1 (General offers) or an event referred to in Rule 12.2 (Schemes of arrangement etc. and winding up); and
  • at least 75% of the shares in the Acquiring Company are expected to be held by substantially the same persons who immediately before the relevant event were shareholders in the Company,

then the Committee, with the consent of the Acquiring Company, may decide before the obtaining of such Control that an Award shall not Vest under Rule 12.1 (General offers) or Rule

12.2 (Schemes of arrangement etc. and winding up) but shall be automatically surrendered in consideration for the grant of a new award which the Committee determines is equivalent to the Award it replaces except that it will be over shares in the Acquiring Company or some other company.

The Rules will apply to any new award granted under this Rule 12.4 as if references to Shares were references to shares over which the new award is granted and references to the Company were references to the company whose shares are subject to the new award.

Corporate events: reduction in number of Vested Shares

If an Award Vests or is to Vest under any of Rules 12.1 to 12.3, the Committee shall determine the number of Vested Shares of that Award by the following steps:

• • 1. considering the Underpin and any other condition imposed on the Vesting of the Award;
  • subject to Rule 11.4 (Leavers: reduction in number of Vested Shares), applying a pro rata reduction to the number of Shares determined under Rule 12.5(a) based on the period from the Grant Date to the date of relevant corporate event relative to a period of three years,

unless the Committee, acting fairly and reasonably, decides that such a reduction in the number of Vested Shares is inappropriate in any particular case when it shall increase the number of Vested Shares to such higher number as it decides provided that number does not exceed the number of Shares determined under Rule 12.5(a).

If an Award Vests under any of Rules 12.1 to 12.3 after the holder of that Award has ceased to be a director or employee of a Group Member then Rule 11.4 (Leavers: reduction in number of Vested Shares) shall take precedence over this Rule 12.5.

Rollovers on share-based mergers

In the event that:

• • 1. a company (the “Buyer”) is expected to obtain Control of the Company as a result of an offer referred to in Rule 12.1 (General offers) or a compromise or arrangement referred to in Rule 12.2(a) (Schemes of arrangement, Cross Border Mergers and winding up); and
  • at least 40% of the shares in the Buyer are expected to be held by substantially the same persons who immediately before the obtaining of Control of the Company were shareholders in the Company,

then the Committee, with the consent of the Buyer, may decide before the obtaining of such Control that an Award shall not Vest under Rule 12.1 (General Offers) or Rule 12.2 (Schemes of Arrangement, Cross-Border merger and winding up) but shall be automatically surrendered in consideration for the grant of a new award which the Committee determines is equivalent to the Award it replaces except that it will be over shares or securities in the Buyer, or over cash, and which the Committee determines is equivalent to the Award which it replaces (a "rollover").

For the avoidance of doubt, in the event of a Cross-Border Merger as described in Rule 12.2(b) (Schemes of arrangement, Cross-Border Merger and winding up) above, the Committee may effect a rollover of Awards into new awards, on a basis consistent with this Rule 12.6.

The Rules will continue to apply to any new award granted under this Rule 12.6 but subject to such consistency changes as necessary, including that references to Shares shall be read as references to the shares, securities or cash amounts over which the new award is granted and references to the Company shall be read as references to a company whose shares or securities are subject to the new award.

ADJUSTMENT OF AWARDS

• 1. General rule

In the event of:

• • 1. any variation of the share capital of the Company; or
  • a demerger, special dividend or other similar event which affects the market price of Shares to a material extent,

the Committee may make such adjustments as it considers appropriate under Rule 13.2 (Method of adjustment).

Method of adjustment

An adjustment made under this Rule shall be to one or more of the following:

• • 1. the number of Shares comprised in an Award;
  • subject to Rule 13.3 (Adjustment below nominal value), the Option Price; and
  • where any Award has Vested or Option has been exercised but no Shares have been transferred or allotted after such Vesting or exercise, the number of Shares which may be so transferred or allotted and (if relevant) the price at which they may be acquired.

Adjustment below nominal value

An adjustment under Rule 13.2 (Method of adjustment) may have the effect of reducing the price at which Shares may be subscribed for on the exercise of an Option to less than their nominal value, but only if and to the extent that the Board is authorised:

• • 1. to capitalise from the reserves of the Company a sum equal to the amount by which the nominal value of the Shares in respect of which the Option is exercised and which are to be allotted after such exercise exceeds the price at which the Shares may be subscribed for; and
  • to apply that sum in paying up such amount on such Shares,

so that on exercise of any Option in respect of which such a reduction shall have been made the Board shall capitalise that sum (if any) and apply it in paying up that amount.

CLAWBACK

• 1. Clawback following Vesting

The Committee may decide at any time within two years following (i) in relation to (a) and (b), the date on which an Award Vests; and (ii) in relation to (c) below, the later of the date on which an Award Vests, the Holding Period expires and the date of exercise (where the Award takes the form of an Option), that one or more individuals to whom the Award was granted (the "relevant individual") shall be subject to Clawback if:

• • 1. any accounts or other information used to assess the Underpin are materially corrected, or any accounts or other information for a later period include writedowns, adjustments or other items as a result of factors occurring during the Underpin Period of the Vested Award, and as a result the relevant performance is thereby demonstrated to the satisfaction of the Committee to have been materially worse than had been previously assumed by the Committee in approving a Vesting or there is any other objective evidence that the relevant performance which led to a Vesting was materially worse than was believed at the time the assessment of the Underpin, resulting in the Award having Vested to a greater degree than should otherwise have been the case;
  • the Committee forms the view that in assessing the extent to which any condition imposed on the Award was satisfied such assessment was based on an error, or on inaccurate or misleading information or assumptions and that such error, information or assumptions resulted either directly or indirectly in that Award Vesting to a greater degree than would have been the case had that error not been made; or
  • the Committee becomes aware of any act or omission committed by the relevant individual at any time between the relevant Grant Date and the date on which the Award Vests or, if later, the expiry of the Holding Period (or, where relevant, the date of exercise of the Option), which the Committee reasonably believes could have justified summary dismissal of the relevant individual at that time,

and, in order to ensure that the Clawback is satisfied:

• • • 1. the Committee may reduce (including, if appropriate, reducing to zero) the amount of the next bonus (if any) which would, but for the operation of this Rule 14, be payable to the relevant individual under any bonus plan operated by any Group Member; and/or
  • the Committee may reduce (including, if appropriate, reducing to zero):

(aa) the extent to which any other subsisting Awards held by the relevant individual Vest; and/or

(bb) the extent to which any rights to acquire Shares granted to the relevant individual under any share incentive plan (other than the Scheme and any plan approved by HM Revenue & Customs under ITEPA) operated by any Group Member vest or become exercisable notwithstanding the extent to which any conditions imposed on such rights to acquire Shares have been satisfied; and/or

(cc) the number of Shares subject to any Vested but unexercised Option or any Vested Shares subject to the Holding Period; and/or

(dd) the number of Shares subject to any vested but unexercised right to acquire Shares granted to the relevant individual under any share incentive plan (other than the Scheme and any plan approved by HM Revenue & Customs under ITEPA) operated by any Group Member,

and any reduction made pursuant to Rule 14.1(ii)(aa) and/or Rule 14.1(ii)(bb) shall take effect immediately prior to the Award Vesting or the right vesting or becoming exercisable (as applicable) (or at such other time as the Committee decides) and any reduction made pursuant to Rule 14.1(ii)(cc) and/or Rule 14.1(ii)(dd) shall take effect at such time as the Committee decides; and/or

• • • 1. the Committee may require the relevant individual to pay to such Group Member as the Committee may direct, and on such terms as the Committee may direct (including, but without limitation to, on terms that the relevant amount is to be deducted from the relevant individual's salary or from any other payment to be made to the relevant individual by any Group Member), such amount as is required for the Clawback to be satisfied in full.

Reduction in Awards to give effect to clawback provisions in other plans

The Committee may decide at any time to reduce the number of Shares subject to an Award (including, if appropriate, reducing to zero) to give effect to a clawback provision of any form contained in any incentive plan (other than the Scheme) or bonus plan operated by any Group Member. The value of the reduction shall be in accordance with the terms of the clawback

provision in the relevant plan or, in the absence of any such term, on such basis as the Committee decides is appropriate.

ALTERATIONS

• 1. General rule on alterations

Except as described in Rule 15.2 (Shareholder approval) and Rule 15.4 (Alterations to disadvantage of Participants), the Committee may at any time alter the Scheme or the terms of any Award.

Shareholder approval

Except as described in Rule 15.3 (Exceptions to shareholder approval), no alteration to the advantage of an individual to whom an Award has been or may be granted shall be made under Rule 15.1 (General rule on alterations) to the provisions concerning:

• • 1. eligibility;
  • the individual limits on participation;
  • the overall limits on the issue of Shares or the transfer of treasury Shares;
  • the basis for determining a Participant’s entitlement to, and the terms of, Shares or cash provided under the Scheme;
  • the adjustments that may be made in the event of any variation of capital; and
  • the terms of this Rule 15.2,

without the prior approval by ordinary resolution of the members of the Company in general meeting.

Exceptions to shareholder approval

Rule 15.2 (Shareholder approval) shall not apply to:

• • 1. any minor alteration to benefit the administration of the Scheme, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Participants or any Group Member; or
  • any alteration relating to the Underpin or any other condition imposed on the Vesting of the Award.

Alterations to disadvantage of Participants

No alteration to the material disadvantage of Participants (other than a minor change to the Underpin and any other condition imposed on the Vesting of the Award) shall be made under Rule 15.1 (General rule on alterations) unless:

• • 1. the Committee shall have invited every relevant Participant to indicate whether or not he approves the alteration; and
  • the alteration is approved by a majority of those Participants who have given such an indication.

Revisions to the Underpin

The Committee may revise any Underpin without prior shareholder approval if:

• • 1. exceptional circumstances have arisen which cause the Committee reasonably to consider that it would be appropriate to revise the Underpin; and
  • the revised Underpin will not, in the reasonable opinion of the Committee, be materially less difficult to satisfy than the original Underpin was intended to be when set.

MISCELLANEOUS

• 1. Employment

The rights and obligations of any individual under the terms of his office or employment with any Group Member shall not be affected by his participation in the Scheme or any right which he may have to participate in it. An individual who participates in the Scheme waives any and all rights to compensation or damages in consequence of the termination of his office or employment for

any reason whatsoever, whether lawfully or otherwise, insofar as those rights arise or may arise from him ceasing to have rights under an Award as a result of such termination, or from the loss or diminution in value of such rights or entitlements, including by reason of the operation of the terms of the Scheme, any determination of the Committee pursuant to a discretion contained in the Scheme or the provisions of any statute or law relating to taxation. Participation in the Scheme shall not confer a right to continued employment upon any individual who participates in it. The grant of any Award does not imply that any further Award will be granted nor that a Participant has any right to receive any further Award.

Disputes

In the event of any dispute or disagreement as to the interpretation of the Scheme, or as to any question or right arising from or relating to the Scheme, the decision of the Committee shall be final and binding upon all persons.

Exercise of powers and discretions

The exercise of any power or discretion by the Committee shall not be open to question by any person and a Participant or former Participant shall have no rights in relation to the exercise or omission to exercise any such power or discretion.

Share rights

All Shares allotted under the Scheme shall rank equally in all respects with Shares then in issue except for any rights attaching to such Shares by reference to a record date before the date of the allotment.

Where Vested Shares are transferred to Participants (or their nominee) Participants shall be entitled to all rights attaching to such Shares by reference to a record date on or after the date of such transfer or release of such restrictions.

Notices

Any notice or other communication under or in connection with the Scheme may be given:

• • 1. by personal delivery or by post, in the case of a company to its registered office, and in the case of an individual to his last known address, or, where he is a director or employee of a Group Member, either to his last known address or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his office or employment;
  • in an electronic communication to their usual business address or such other address for the time being notified for that purpose to the person giving the notice; or
  • by such other method as the Committee determines.

Third parties

No third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Scheme.

Benefits not pensionable

Benefits provided under the Scheme shall not be pensionable.

Data Protection

• • 1. From time to time the personal data of the Participant will be collected, used, stored, transferred and otherwise processed for the purposes described in Rules 16.8(b) and 16.8(c). The legal grounds for this processing will (depending on the nature and purpose of any specific instance of processing) be one of: (i) such processing being necessary for the purposes of the legitimate interests of the Company and each other Group Member

in incentivising their officers and employees and operating the Scheme;

(ii) such processing being necessary for the purposes of any relevant data controller in respect of such personal data complying with its legal obligations; and (iii) such processing being necessary for the performance of the contractual obligations arising under the Scheme. The collection and processing of such personal data for such purposes is a contractual requirement of participation in the Scheme.

• • 1. The purposes for which personal data shall be processed as referred to in this Rule

16.8 shall be in order to allow the Company and any other relevant Group Members to incentivise their officers and employees and to operate the Scheme and to fulfil its or their obligations to the Participant under the Scheme, and for other purposes relating to or which may become related to the Participant's office or employment, the operation of the Scheme or the business of the Company and its Subsidiaries or to comply with legal obligations. Such processing will principally be for, but will not be limited to, personnel, administrative, financial, regulatory or payroll purposes as well as for the purposes of introducing and administering the Scheme.

• • 1. The personal data to be processed as referred to in this Rule 16.8 may be disclosed or transferred to, and/or processed by:
  • any professional advisors of any Group Member, HM Revenue & Customs or any other revenue, regulatory or governmental authorities;
  • a trustee of an employee benefit trust established for the benefit of directors and/or employees of any Group Member; any registrars, brokers or other third party administrators appointed in connection with any employee share or incentive plans operated by any Group Member; any person appointed (whether by the Participant or any Group Member) to act as nominee on behalf of (or provide a similar service to) the Participant;
  • subject to appropriate confidentiality undertakings, any prospective purchasers of, and/or any person who obtains control of or acquires, the Company or the whole or part of the business of the Company and its Subsidiaries; or
  • any Group Member and officers, employees or agents of such Group Member.
  • Further information in relation to the processing of personal data referred to in this Rule 16.8, including the details and identity of the data controller and of the Participant's rights to request access to or rectification or erasure or restriction of processing of such personal data and/or to object to such processing (in each case subject to the conditions attached to such rights), as well as details of the right to data portability, are available in the Employee Handbook (or otherwise on request to the Company Secretary).
  • To the extent that the processing of personal data of a Participant referred to in this Rule
• is subject to the laws or regulations of any jurisdiction that is not the United Kingdom or any EU member state and under which the legal grounds for processing described in Rule 16.8(a) do not provide a sufficient legal basis under such other laws or regulations for the processing referred to in Rule 16.8(a) to 16.8(c), by participating in the Scheme such Participant consents to such processing for the purposes of such other laws or regulations (but shall not be deemed to consent to such processing for the purposes of EU Regulation 2016/679).
  1. In this Rule 16.8, "personal data" and "data controller" each have the meaning given in EU Regulation 2016/679 and the "Employee Handbook" means the Company's employee handbook or handbooks available to Participants from time to time in connection with their holding of office or employment with a Group Member, or such other policy operated by any Group Member in respect to the protection of personal data of employees of Group Members.

Governing law

The Scheme and all Awards shall be governed by and construed in accordance with the law of

England and Wales.

Jurisdiction

The Courts of England and Wales have exclusive jurisdiction to hear any dispute in connection with the Scheme.

APPENDIX A

CASH CONDITIONAL AWARDS

The Rules of the Hammerson plc Executive Restricted Share Scheme shall apply to a right (a "Cash Conditional Award") to receive a cash sum granted or to be granted under this Appendix A as if it was a Conditional Award, except as set out in this Appendix A. Where there is any conflict between the Rules and this Appendix A, the terms of this Appendix A shall prevail.

1. The Committee may grant or procure the grant of a Cash Conditional Award.
2. Each Cash Conditional Award shall relate to a given number of notional Shares.
3. On the Vesting of the Cash Conditional Award (subject to the application of a Holding Period) the holder of that Award shall be entitled to a cash sum which shall be equal to the "Cash Value" of the notional Vested Shares, where the Cash Value of a notional Vested Share is the market value of a Share on the date on which Vested Shares under a share-based Award would have been issued or transferred to the Participant. For the purposes of this Schedule, the market value of a Share on any day shall be determined in accordance with Rule 9.2 (Cash equivalent).
4. The cash sum payable under paragraph 3 above shall be paid by the employer of the Participant as soon as practicable after the Vesting of the Cash Conditional Award (subject to the application of a Holding Period), net of any deductions (on account of tax or similar liabilities) as may be required by law or as the Committee may reasonably consider to be necessary or desirable.
5. For the avoidance of doubt, a Cash Conditional Award shall not confer any right on the holder of such an Award to receive Shares or any interest in Shares.