Beazley : Long Term Incentive Plan 2022 rules (amendment)

The Beazley PLC Long Term Incentive Plan 2022

Adopted by the Board on 8 February 2022

Approved by shareholders on 25 March 2022

Amendment to rule 6.1 approved by the Board on 28 February 2023 and for approval at the Annual

General Meeting to be held on 25 April 2023

Expiry date 25 March 2032

Table of Contents

1.	DEFINITIONS AND INTERPRETATION	1
2.	GRANT OF AWARDS	3
	Board's authority to grant Awards	3
	Awards can only be granted during specific times and must be granted by
	deed	3
	Board can pass the cost of Employer's NIC	4
3.	PERFORMANCE CONDITIONS	4
	Awards are subject to Performance Conditions, measured over the
	Performance Period	4
	Limits to the amendment or substitution of Performance Conditions	4
	Vesting or Release of Awards can be made subject to meeting shareholding
	requirements	4
4.	RESTRICTIONS ON TRANSFER AND BANKRUPTCY	4
	Awards are non-transferable and lapse if the Participant is declared bankrupt	4
5.	DIVIDEND EQUIVALENTS	5
6.	INDIVIDUAL LIMIT	5
7.	PLAN LIMITS	5
	Awards cannot be granted in excess of limits	5
	Limits do not apply to market purchased Shares or to lapsed Awards	6
	Awards granted in excess of the limits are scaled back	6
	Board can adjust limits where Company's share capital is varied	6
8.	REDUCTION FOR MALUS AND CLAWBACK	7
	Reduction in the number of Shares subject to an Award (malus)	7
	Additional malus provisions for Nil-Cost Options granted to Executive
	Directors	7
	Clawback of Vested Awards granted to Executive Directors	8
	Additional malus and clawback circumstances for Executive Directors	8
	Board can apply clawback across any of the Company's plans (cross-clawback)	8

	Extension to malus and clawback period in case of investigation	9
	Board decision and interpretation	9
9.	VESTING, RELEASE AND EXERCISE	10
	Determining the Vesting level	10
	Timing of Vesting	10
	Administrative provisions	10
10.	TAXATION AND REGULATORY ISSUES	11
11.	CASH EQUIVALENT	12
	Board has discretion to settle Awards in cash prior to the delivery of Shares	12
12.	CESSATION OF EMPLOYMENT	12
	Awards lapse for 'bad leavers'	12
	'Good leaver' circumstances	12
	Determining Vesting for a 'good leaver'	13
	Determining Vesting where Participant dies	13
	Awards do not include dividend equivalents unless Board determines
	otherwise	14
	Meaning of 'cessation of employment'	14
	Additional conditions where Awards may Vest after leaving	14
13.	CORPORATE EVENTS	15
	Awards may Vest or become exercisable where there is a corporate event	15
	General offer and scheme of arrangement	15
	Loss of corporation tax deduction	15
	Winding-up	16
	Other events	16
	Vesting level	16
	Exchange (Unvested Awards)	17
	Exchange (Nil-Cost Options)	17
14.	ADJUSTMENTS	17
15.	AMENDMENTS	18

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	Shareholder approval needed for certain amendments	18
	Shareholder approval not needed for minor or regulatory amendments	18
	Amendments to the material disadvantage of Participants require their
	approval	18
	Amendments must not affect the Plan qualifying as an 'employee share
	scheme'	18
	Board may add schedules to the Plan to cover overseas territories	18
16.	LEGAL ENTITLEMENT	19
	Participation does not form part of terms of employment	19
	Participants do not have a right to receive Awards	19
	Participants have no right to compensation in relation to the Plan	19
17.	GENERAL	19
	Termination of Plan	19
	Shares issued or transferred under the Plan rank pari passu	19
	Data protection	19
	Board will administer Plan	20
	Delivery of notices	20
	No third party rights	20
	Plan governed by and disputes thereunder subject to English law	20
US Schedule	21
Canada Schedule	26

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THE BEAZLEY PLC LONG TERM INCENTIVE PLAN 2022

1. DEFINITIONS AND INTERPRETATION

1.1 In this Plan, unless otherwise stated, the words and expressions below have the following meanings:

"Award" means a Conditional Award or a Nil-Cost Option;

"Board" means the board of the Company or any committee appointed by the board, except that on or after one of the events described in rule 13, this means the Board or any other committee appointed by it immediately before the relevant event;

"Company" means Beazley plc registered in England and Wales under No. 09763575;

"Conditional Award" means a right to acquire Shares in accordance with the rules of the Plan with no Exercise Period;

"Control" means the meaning given by section 995 of the Income Tax Act 2007; "Dealing Day" means any day on which the London Stock Exchange is open for business;

"Dealing Restrictions" means restrictions imposed by the Company's share dealing code, the Listing Rules, the MAR or any other applicable laws or regulations which impose restrictions on share dealing;

"Eligible Employee" means an employee (including an executive director) of the Company or any of its Subsidiaries;

"Employer's NIC" means secondary Class 1 (employer's) national insurance contributions

"Executive Director" means an Eligible Employee who is also a director of the Board on the Grant Date;

"Exercise Period" means the period during which a Nil-Cost Option may be exercised; "FCA" means the United Kingdom Financial Conduct Authority, or any successor body; "Grant Date" means the date on which an Award is granted;

"Grant Period" means the period of 42 days commencing on:

1. the Dealing Day after the day on which the Company makes an announcement of its results for any period (or, where applicable, the Dealing Day after the end of an averaging period commencing on the date of such results);
2. the day on which the Policy is approved by shareholders; or
3. any day on which the Board resolves that exceptional circumstances exist which justify the grant of Awards;

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