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1.1.4 not propose or procure the proposal of a shareholder resolution of Hammerson which is intended or appears to be intended to circumvent the proper application of the Listing Rules.

1.2 For so long as this Agreement remains in force, Peel shall, and shall procure that all members of the Wider Peel Group holding Voting Rights shall, abstain from voting on any resolution of Hammerson's shareholders to approve any Related Party Transaction to the extent required for Hammerson to comply with its obligations under Chapter 11 of the Listing Rules.

1.3 Peel shall not, and shall procure that each other member of the Peel Group shall not, exercise any of their respective Voting Rights to support any amendment to the Articles which would be inconsistent with, undermine or breach any of the provisions of this Agreement.

1.4 Nothing in this Agreement shall oblige Peel or any other member of the Wider Peel Group to take any steps to procure the occurrence of a general meeting of Hammerson.

2. Lock-up and Orderly Marketing

2.1 Lock-up

2.1.1 Subject to paragraph 2.3 and 10.1, Peel agrees that no member of the Wider Peel Group will effect any Disposal of Ordinary Shares prior to the date which is three years from the Effective Date.

2.1.2 This restriction shall not apply to:

(A) any Disposal notified in writing in advance to Hammerson and in respect of which Board Consent has been given;

(B) any acceptance of a Recommended Takeover made by an Independent Person;

(C) the provision of an irrevocable undertaking in respect of a Recommended Takeover; or

(D) any Disposal of Ordinary Shares by the Wider Peel Group to another member of the Wider Peel Group.

2.1.3 Peel agrees that it will procure that there is no Change of Control of any member of the Wider Peel Group which has an interest in Ordinary Shares at the date of the Change of Control, prior to the date which is three years from the Effective Date.

2.2 Orderly Marketing

2.2.1 In respect of any proposed Disposal of Ordinary Shares by any member of the Wider Peel Group, Peel undertakes to Hammerson:

(A) to provide Hammerson with reasonable notice of any proposed sale of Ordinary Shares;

(B) to consult with Hammerson so far as is reasonably practicable in the circumstances prior to making such Disposal; and

(C) in the case of any Disposal of more than 1% of the issued ordinary share capital of Hammerson within a period of 3 months, to effect such Disposal either:

(1) by way of placing, block trade or other marketed sell down; or

(2) through Hammerson's broker, provided that the price and settlement terms offered by Hammerson's broker are no worse than the price and settlement terms offered by any other stockbroker or dealer in securities in respect of the same disposal,

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and in any case in an orderly manner of disposition that is not likely to disrupt materially the market for the Ordinary Shares.

2.3 Exceptions

2.3.1 Without prejudice to any obligations under paragraph 3, nothing in this paragraph 2 shall restrict or prevent

(A) any member of the Wider Peel Group, at any time from: pledging, charging, granting security over or otherwise encumbering any Ordinary Shares (together with any Voting Rights or other rights attaching to such Ordinary Shares and including granting a right of use over such Ordinary Shares or rights) held by it in favour of a Bank for the purposes of providing security for bona fide borrowing by a member of the Peel Group (whether or not for the purpose of lending such monies to a member of the Wider Peel Group); or

(B) any Disposal of Ordinary Shares or Change of Control of a member of the Wider Peel Group solely as a result of the enforcement by a Bank of any security over Ordinary Shares granted in connection with a bona fide borrowing by a member of the Wider Peel Group.

3. Share purchase restrictions

3.1 Subject to paragraphs 3.3, 3.4 and 10.1, Peel agrees that, prior to the date which is two years from the Effective Date,

3.1.1 it will not, and will procure that no member of the Wider Peel Group will, take any action specified in paragraph 3.2

3.1.2 it will use reasonable endeavours to ensure that no person Acting in Concert with Peel or any member of the Peel Group shall take any action specified in paragraph 3.2.3,

in each case without prior Board Consent.

3.2 The actions referred to in paragraph 3.1 are:

3.2.1 Acquire an Interest representing, in aggregate with any such interests acquired by any member of the Wider Peel Group, more than 3% of Hammerson's ordinary issued share capital in any rolling 12 month period (such percentage calculated at the time of each relevant acquisition);

3.2.2 Acquire an Interest which would result in the Wider Peel Group, in aggregate, becoming interested in a percentage of the ordinary issued share capital of Hammerson which exceeds the Agreed Threshold;

3.2.3 make any announcement with respect to any offer or potential offer to acquire any shares of Hammerson, or with respect to any scheme, arrangement or transaction regarding Hammerson or taking any step which would, under the Code, require such an announcement to be made.

3.3 The restrictions set out in paragraph 3.2 shall not apply:

3.3.1 to the extent Peel would be in breach of the restriction set out in paragraph 3.2.1 on account of a member of the Wider Peel Group subscribing for, or otherwise taking up, its pro-rata entitlement in connection with a capital raising effected by Hammerson;

3.3.2 to the acquisition of any Interest in Ordinary Shares by any member of the Wider Peel Group pursuant to or in accordance with financing and security arrangements in place at the date of this Agreement, or upon the refinancing of any such arrangements;

3.3.3 to the election for, and receipt of Ordinary Shares pursuant to, a scrip dividend and/or receipt of Ordinary Shares under a bonus or capitalisation issue by

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Hammerson; or

3.3.4 to the extent Peel would be in breach of paragraph 3.1 as a result of the repurchase or purchase of Ordinary Shares by Hammerson or any Employee Plan of Hammerson.

3.4 The restrictions set out in paragraph 3.2.1 and 3.2.2 shall not apply following the announcement of a possible offer by a third party (provided that such third party is not Acting in Concert with Peel or the Wider Peel Group) to acquire, offer or propose to acquire, or enter into any agreement, arrangement or undertaking to acquire the whole of the issued share capital of Hammerson under Rule 2.4 of the Code.

3.5 If Hammerson issues any option over or right to convert into or subscribe for, or to be exchanged for, or to acquire, directly or indirectly and whether conditionally or otherwise, any Ordinary Shares (including, without limitation, any equity-linked instruments) which does not constitute issued ordinary share capital for the purposes of the definition of the Agreed Threshold, the Wider Peel Group may participate (whether on issue or subsequently) in such issue provided that Peel shall procure that such participation shall not exceed such percentage as corresponds to its interest in the issued share capital of Hammerson (as determined in accordance with the Agreed Threshold) at the relevant record date for any such issue.

4. Voting

4.1 Peel undertakes to exercise (or procure the exercise of) all Voting Rights as are from time to time available to any member of the Wider Peel Group as a shareholder of Hammerson:

4.1.1 to vote in favour of all Ordinary Course Resolutions; and

4.1.2 to vote in favour of any transaction requiring the approval of Hammerson Shareholders (under Chapter 10 of the Listing Rules or otherwise) which is recommended by the Hammerson Board.

4.2 Peel undertakes that, unless otherwise agreed by Board Consent, in relation to each meeting of Hammerson Shareholders at which any resolution referred to in paragraphs 4.1.1 and 4.1.2 is to be considered and in respect of any resolutions referred to in paragraphs 4.1.1 and 4.1.2:

4.2.1 it shall procure that the relevant member of the Wider Peel Group shall instruct the registered holder to complete and return, or procure the completion and return of, relevant forms of proxy in respect of the exercise of all Voting Rights as are from time to time able to be exercised by the relevant member of the Wider Peel Group (or in respect of which any member of the Wider Peel Group is able to procure the exercise) not later than 3.30pm on the tenth day following despatch of the notice of the relevant meeting; and

4.2.2 it shall procure that the relevant member of the Wider Peel Group shall instruct the registered holder of the Ordinary Shares to which such Voting Rights relate not to revoke or amend the proxy referred to in paragraph 4.2.1 or submit new forms of proxy voting against any resolution referred to in paragraphs 4.1.1 and 4.1.2 or attend in person or by proxy or appoint any corporate representative to attend at the relevant shareholder meetings and vote against the resolution referred to in paragraphs 4.1.1 and 4.1.2.

4.3 Subject always to paragraph 4.4, Peel shall not exercise any Voting Rights, and shall procure that no member of the Peel Group shall exercise any Voting Rights, in order to:

4.3.1 requisition a general meeting of Hammerson;

4.3.2 remove any Director of Hammerson;

4.3.3 put forward (or procure that another person puts forwards) a resolution, an item on the agenda, or an amendment to a resolution or an agenda item at the Annual General Meeting of Hammerson;

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4.3.4 require Hammerson to circulate a written statement to shareholders;

4.3.5 request an independent report on a poll;

4.3.6 bring or support a derivative action against a Director on Hammerson's behalf; or

4.3.7 oppose any duly authorised action or recommendation of the Hammerson Board.

4.4 For the avoidance of doubt, other than as set out in paragraph 4.1.1, Peel and/or any member of the Wider Peel Group may vote as they deem appropriate in respect of any resolutions tabled by Hammerson relating to any issue of equity securities by Hammerson or any disapplication of statutory pre-emption rights by Hammerson.

5. Non-solicitation

5.1 Peel undertakes to Hammerson that it will not and it will procure that no member of the Peel Group shall, directly or indirectly, solicit for employment or offer to employ any person who is employed by Hammerson in an executive or senior managerial capacity.

5.2 Paragraph 5.1 shall not prohibit the employment of any person following an unsolicited approach by that person at his or her own instigation or independently in response to a public advertisement of a post available to a member of the public generally or solely through an employment agency (provided that neither Peel nor any member of the Peel Group encouraged the agency to approach the relevant individual).

5.3 The restrictions in paragraph 5.1 shall cease to apply from the earlier of the date which is six months following: (i) the date on which the aggregate interests of the Peel Group in Ordinary Shares falls below 5% of the issued share capital of Hammerson; and (ii) the date on which this Agreement terminates in accordance with paragraph 10.

6. Confidentiality

6.1 Peel undertakes in favour of Hammerson (for itself and on behalf of such member of the Hammerson Group) that it shall:

6.1.1 inform any person to whom it discloses any Confidential Information that such information is confidential prior to the disclosure; and

6.1.2 be responsible for any breach of this paragraph 6 by any person to whom It disclosed Confidential Information pursuant to paragraph 6.3.

6.2 Subject to (i) paragraph 7 and (ii) the fiduciary duties that JW, the Alternate Director, the Peel Replacement Director or the Peel Nominated Director owe to Hammerson, Hammerson hereby acknowledges that any such person shall be entitled, but not obliged, and at all times taking due account of the sensitivity of the Information to Hammerson, to communicate any information (including any Confidential Information) received in their respective roles to Peel to the extent required for Peel and any relevant member of the Wider Peel Group to properly manage its investment in Hammerson subject to appropriate confidentiality undertakings, having regard to the restrictions contained in relevant legislation and regulation applicable to Hammerson and the recipient of such information and further subject always to paragraph 6.3 and 6.4.

6.3 If Peel receives any information (including Confidential Information) in relation to the Hammerson Group it shall only disclose such information:

6.3.1 to its professional advisers provided that Peel procures that such adviser shall not disclose such information to a third party without the consent of Hammerson save where such adviser is required to do so by any law or regulatory obligations;

6.3.2 to the tax or VAT authorities, any regulatory authority, and any other governmental or public authorities, but only to the extent that such persons require the information for the proper discharge of their functions;

6.3.3 to the extent required, in connection with any legal proceedings; and

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6.3.4 to the extent required, in compliance with any law or regulation, including listing, or maintaining the listing of securities, on any stock exchange,

provided that, in each case, it shall consult with Hammerson beforehand as to the form and timing of such disclosure where this is reasonably practicable.

6.4 Without prejudice to paragraph 6.1, Peel acknowledges that JW may receive Confidential Information in relation to assets which may compete with other assets in which Peel is interested, and that none of JW, the Alternate Director or Peel may use such information in connection with the management of its own investments.

7. Regulatory Restrictions

7.1 Except as may be agreed by Board Consent, Peel shall ensure that JW and any Alternate Director is aware that they are not to pass to Peel any information (including Confidential Information) that comes into their possession if by so doing a breach of: (i) the Market Abuse Regulation (EU) No 596/2014 ("MAR") (including the provisions of MAR governing selective disclosures);or (ii) any other applicable law or regulation or obligation to which Hammerson is subject, would result; or (iii) if in connection with them doing so Hammerson would otherwise be required to make a public announcement.

7.2 Peel acknowledges that such information (including Confidential Information) received by it may amount to: (i) 'inside information' for the purposes of MAR: and/or (ii) 'unpublished price sensitive information' for the purposes of Part V of the Criminal Justice Act 1993.

8. Further Undertakings

Hammerson agrees that in the lifetime of JW and notwithstanding the termination of this Agreement, it will not without his consent remove from the malls of the Trafford Centre the motor car which belonged to his late mother.

9. Remuneration and Alternate Arrangements

9.1 On the Effective Date:

9.1.1 Hammerson will appoint JW to the Hammerson Board as a Non-Executive Director, in the role of Deputy Chairman, and Hammerson and JW will enter into the NED Letter; and

9.1.2 Hammerson and Peel Management Limited will enter into the Management Services Agreement.

9.2 The Nomination Committee of the Hammerson Board will determine whether to propose JW for reappointment to the Hammerson Board at the first Annual General Meeting of Hammerson following his appointment and JW shall thereafter be subject to the continued recommendation of the Nomination Committee for reappointment, retirement by rotation and re-appointment with approval of the shareholders of Hammerson at Annual General Meetings as is in accordance with Articles and applicable law.

9.3 For such time as JW remains on the Hammerson Board, he shall be entitled to appoint one person as an alternate director (the "Alternate Director"), and such Alternate Director shall be permitted to attend all board meetings of Hammerson as an observer when not acting as an alternate director to JW.

9.4 In the event of the death of JW or incapacity of JW, which such incapacity subsists for a period such that JW has been unable to attend two successive board meetings, Hammerson shall within 10 Business Days upon the request of Peel appoint the Alternate Director to the Hammerson Board as a Non-Executive Director until the next Annual General Meeting of Hammerson (the "Peel Replacement Director") subject to such Peel Nominated Director entering into a director's letter of appointment on or before the relevant appointment consistent with Hammerson's standard terms of appointment for Non-Executive Directors from time to time. In the event of the recovery of JW from incapacity, Peel will procure that the Peel Replacement Director resigns forthwith.

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9.5 The Nomination Committee of the Hammerson Board will determine whether to propose the Peel Replacement Director, or an alternative person proposed by Peel instead of the Peel Replacement Director, for appointment to the Hammerson Board at the first Annual General Meeting of Hammerson following the Peel Replacement Director's appointment. In the event of such proposal and successful appointment, such director (the "Peel Nominated Director") shall thereafter be subject to the continued recommendation of the Nominations Committee for reappointment, retirement by rotation and re-appointment with approval of the shareholders of Hammerson at Annual General Meetings as is in accordance with Articles and applicable law.

10. Termination

10.1 After the Effective Date:

10.1.1 in the event that there is a period of 1 month during which neither JW, the Peel Replacement Director nor an Peel Nominated Director remains on the Hammerson Board, the provisions of paragraphs 2.1, 2.2 and 3 shall cease to apply on the earlier of the day falling (i) 11 months after the end of such period and (ii) in the case of paragraphs 2.1 and 2.2, the date falling 3 years immediately following the Effective Date and in the case of paragraph 3, the date falling 2 years immediately following the Effective Date;

10.1.2 Peel shall be entitled at any time in the period commencing at the time at which none of JW, the Peel Replacement Director or the Peel Nominated Director remain on the Hammerson Board (the "Termination Time ") and ending 10 Business Days following the Termination Time (the "Notice Period") to give notice to Hammerson that:

(A) this Agreement shall terminate (other than, save to the extent that such have not already ceased to apply in accordance with their terms, the provisions of paragraphs 2, 3, 5, 10, 11, 12, and 15) with immediate effect; or

(B) this Agreement shall not be terminated and that the Agreement shall continue;

provided that if no notice is given pursuant to this clause 10.1.2, this Agreement shall terminate (other than, save to the extent that such have not already ceased to apply in accordance with their terms, the provisions of paragraphs 2, 3, 5, 10, 11, 12 and 15) with effect from the end of the Notice Period.

11. Cheeseden

Peel agrees to procure that Cheeseden shall comply with this Agreement as if it were a party hereto and as if every reference herein to Peel were a reference to Cheeseden, every reference to the Peel Group were a reference to the Cheeseden Group and every reference to the Peel Wider Group were a reference to the Cheeseden Wider Group.

12. Notices

12.1 Any notice under or in connection with this Agreement (a "Notice"):

12.1.1 shall be in writing;

12.1.2 shall be in the English language; and

12.1.3 may be delivered personally or sent by fax to the party due to receive the Notice at the relevant address specified in paragraph 12.2 or to another person or fax number specified by that party by not fewer than five days' written notice to the other party.

12.2 The addresses referred to in paragraph 12.1 are:

12.2.1 in the case of Hammerson:

Address: as shown on the first page of this Agreement.

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For the attention of: General Counsel /Company Secretary

With a copy to Herbert Smith Freehills, Exchange House, Primrose Street, London EC2A 2EG, Attention: Alex Kay

12.2.2 in the case of Peel:

Address: as shown on the first page of this Agreement.

For the attention of: John Whittaker or Chris Eves

With a copy to Travers Smith, 10 Snow Hill, London EC1A 2AL, Attention: Anthony Foster

Communications shall be deemed to have been made upon receipt if by fax, courier or by hand delivery, except that any communication that is received on a day which Is not a Business Day shall be deemed to have been made at the opening of business on the first following day that is a Business Day.

13. Nature of Agreement

13.1 This Agreement constitutes the entire agreement, and supersedes all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of this Agreement.

13.2 If a provision of this Agreement is inconsistent with a provision of the Articles then this Agreement shall prevail.

13.3 A variation of this Agreement is valid only if it is in writing and signed by or on behalf of each party and expressed to be a variation.

13.4 No failure or delay by any party to this Agreement in exercising any remedy, right, power or privilege under or in relation to this Agreement shall operate as a waiver of the same, nor shall any single or partial exercise of any remedy, right, power or privilege preclude any further exercise of the same or exercise of any other remedy, right, power or privilege.

13.5 No waiver by any party of any requirement of this Agreement, or of any remedy or right under this Agreement, shall have effect unless given in writing and signed by such party. No waiver of any particular breach of the provisions of this Agreement shall operate as a waiver of any repetition of such breach.

13.6 If any provision of this Agreement is or becomes invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired. If any provision of this Agreement, or the application thereof to any person or entity or any circumstance, is invalid or unenforceable, the parties shall make suitable and equitable provision therefore in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision

13.7 No provision of this Agreement creates a partnership between the parties or makes a party the agent of any other party for any purpose.

13.8 Time shall be of the essence in this Agreement, both as regards the dates, times and periods specifically mentioned and as to any dates, times and periods which may, by agreement in writing between the parties, be substituted for any of them.

13.9 This Agreement may be executed in any number of counterparts and by the parties on separate counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument.

14. Costs

Peel and Hammerson shall each pay their own costs in relation to the negotiation, preparation, execution and implementation of this Agreement.

15. Governing Law and Jurisdiction

15.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject

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matter, existence, negotiation, validity, termination or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.

15.2 Each party irrevocably agrees that the Courts of England shall have exclusive jurisdiction in relation to any dispute or claim arising out of or in connection with this Agreement or its subject matter, existence, negotiation, validity, termination or enforceability (including non-contractual disputes or claims).

Yours sincerely,

For and on behalf of Hammerson plc

Execution Version

This Agreement has been executed as a Deed and is delivered on the date shown above.

Executed as a Deed by

PEEL HOLDINGS (IOM) LIMITED by

C.MllJJ. __ EvE.S. -·---- (Signature of director)

in the presence of:

__ /¼_~-~~~/ __ 1.Y~~------· (Name of witness)

.. (Address of witness)

----------------- (Signature of witness)

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SCHEDULE 1 DEFINITIONS

In this Agreement, unless the context requires otherwise, each of the following expressions shall have the meaning set out below:

"Acquire" means acquire, directly or indirectly or agree to, or offer to, or receive an option to, acquire;

"Acting in Concert" has the meaning given to that term under the Code;

"Agreed Threshold" means 20 per cent. of the issued ordinary share capital of Hammerson provided that, for this purpose the issued ordinary share capital of Hammerson shall be deemed, for the purpose of both calculating the holding of Ordinary Shares of the Wider Peel Group and the issued ordinary share capital of Hammerson to:

(a) include all Ordinary Shares in issue at the relevant time;

(b) exclude all Ordinary Shares held in respect of any Employee Plan from time to time; and

(c) exclude all Ordinary Shares held in treasury by Hammerson;

"Alternate Director" has the meaning given to that term in paragraph 9.3;

"Articles" means the articles of association of Hammerson (as amended and/or replaced from time to time);

"Bank" means a reputable international bank regularly engaged in lending money in the interbank and commercial lending markets;

"Board Consent" means the approval by a majority of the Directors, excluding the Peel Director and any Alternate Director;

"Business Day" means a day in the United Kingdom (other than a Saturday or Sunday) on which banks are open for general business;

"Change of Control" means,

in relation to a company:

(a) any person who had Control, directly or indirectly, over such company as at the date of this Agreement ceasing to have Control of such company; or

(b) any person gaining Control, directly or indirectly, of such company;

and also means, in relation to Peel, where a person other than the Billown 1997 Settlement, who did not previously exercise Control over Peel, acquires or agrees to acquire or has options over or otherwise becomes able to exercise, together with any other persons Acting in Concert with it, Control over Peel, or where the Billown 1997 Settlement ceases to be in a position to exercise Control over Peel;

"Cheeseden" means Cheeseden Investments Limited;

"Cheeseden Group" means Cheeseden and any subsidiary undertaking of Cheeseden from time to time;

"Code" means the City Code on Takeovers and Mergers;

"Companies Act" means the Companies Act 2006;

"Confidential Information" means:

(a) any information of a secret or confidential nature acquired from and concerning the Hammerson Group or its affairs; or

(b) any information that is not publicly available or in the public domain, acquired

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from and concerning the Hammerson Group or its affairs,

save that such Information shall not be deemed to be "Confidential Information" if such information:

(a) was in the possession of or was known to Peel prior to its receipt from Hammerson (other than through a breach of paragraphs 6.1, 6.3, 6.4 or 7.1); or

(b) is independently developed by Peel without the utilisation of such Confidential Information; or

(c) is or becomes public knowledge without the fault of Peel; or

(d) is or becomes available to Peel from a source other than Hammerson in circumstances where Peel Is not aware that disclosure has been made in breach of an obligation of confidentiality;

"Control" means when a person directly or indirectly holds or controls a majority of the voting rights of, or the right to appoint or remove a majority of the board of directors of, or the right to exercise a dominant influence over or otherwise control (by virtue of an undertaking's constitution or otherwise), another person;

"Directors" means the directors of Hammerson from time to time and "Director" means any of them;

"Disposal" means any offer, sale, contract to sell, grant or sale of options over, purchase of any option or contract to sell, transfer, charge, pledge, grant of any right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or the entry into of any swap or other arrangement that transfers, in whole or in party, any of the economic consequences of owning the Ordinary Shares, whether any such transaction is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise or any other disposal or agreement to dispose of any Ordinary Shares or any announcement or other publication of the intention to do any of the foregoing and "dispose" shall be construed accordingly, provided that any matter which would be a Disposal save for this proviso shall not be Disposal if such Disposal is imposed by, or is a consequence of, financing and security arrangements which are in place in relation to such shares as at the date of this Agreement (or any refinancing of such financing and its related security), whether by way of enforcement or otherwise;

"Effective Date" the date on which the Scheme becomes effective pursuant to its terms;

"Employee Plan" means any employee share ownership plan, joint share ownership plan, share incentive plan or similar or equivalent employee share ownership plan in respect of Ordinary Shares operated by Hammerson from time to time;

"Peel Management Limited" means Peel Management Limited (registered company number: 5769047) whose registered office is at Peel Dome, Intu Trafford Centre, Traffordcity, Manchester M17 8PL;

"Peel Group" means Peel and any subsidiary undertaking of Peel from time to time;

"Peel Replacement Director" has the meaning given to that term in paragraph 9.4;

"Peel Nominated Director" has the meaning given to that term in paragraph 9.5;

"Executive Director" means a director who is an employee of Hammerson;

"FCA" means the Financial Conduct Authority of the United Kingdom in its capacity as the competent authority for the purposes of Part VI of the FSMA;

"FSMA" means the Financial Services and Markets Act 2000;

"Independent Person" means a person who is not a member of the Wider Peel Group;

"Interest" means an interest, including ownership or voting rights in, any Ordinary Shares or any derivative referenced to Ordinary Shares;

"JW" means John Whittaker;

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"Listing Rules" means the Listing Rules made by the Financial Conduct Authority under Part VI of FSMA;

"Management Services Agreement" means an agreement in the form in Schedule 3;

"MAR" has the meaning given to that term in paragraph 7.1;

"Hammerson Board" means the board of Directors of Hammerson;

"Hammerson Group" means Hammerson and its subsidiary undertakings from time to time;

"Hammerson Shareholders" means holders of Ordinary Shares;

"Notice" has the meaning given to that term in paragraph 12.1;

"Non-Executive Director" means any Director who is not an Executive Director;

"NED Letter" means a Non-Executive Director letter of appointment in the form in Schedule 2;

"Official List" means the official list of the FCA;

"Ordinary Course Resolution" means a resolution of Hammerson proposed by the Board at the Annual General Meeting of Hammerson in relation to:

(a) receiving and adopting the Directors' report, the Remuneration Report, and the financial statement of Hammerson and approving Hammerson's remuneration policy

(b) electing or re-electing any Directors;

(c) appointing or re-appointing Hammerson's auditors;

(d) authorising the audit committee of Hammerson to determine the remuneration of Hammerson's auditors;

(e) authorising the allotment of shares in Hammerson in accordance with section 551 of the Companies Act, subject to such authority being in accordance with market practice (including any Investment Association guidelines) as at the proposed date for such resolution for companies incorporated in England and Wales that are listed on the Official List and that are traded on the London Stock Exchange's main market for listed securities;

(f) authorising the Directors to allot equity securities for cash pursuant to section 570 of the Companies Act, subject to the maximum level of disapplication being over (i) 5% of Hammerson's issued share capital for use on an unrestricted basis; and (ii) an additional authority over a further 5% of Hammerson's issued share capital for use in connection with an acquisition or specified capital investment announced at the same time as the issue, or which has taken place in the six month period preceding the announcement of the issue;

(g) authorising Hammerson for the purposes of section 693 of the Companies Act to make market purchases of its Ordinary Shares, subject to such authority not exceeding 10 per cent. of Hammerson's issued equity share capital;

(h) approving any Employee Plan, subject to the dilution of such Employee Plan(s) not exceeding market practice (including, any Investment Association guidelines) as at the proposed date for such resolution being applicable to companies incorporated in England and Wales that are listed on the Official List and that are traded on the London Stock Exchange's main market for listed securities;

(i) payment of a final dividend; or

(j) where applicable, authorising Hammerson to call a general meeting of Hammerson other than an Annual General Meeting on not less than 14 clear days' notice;

"Ordinary Shares" means the ordinary shares of £0.25 each in the capital of Hammerson;

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"Recommended Takeover" means a takeover offer under the Code which is recommended by the Hammerson Board;

"Related Party Transaction" means a "related party transaction" (as defined in paragraph 11.1.5 R of the Listing Rules and subject to the exemptions set out In paragraph 11.1.6 R of the Listing Rules), including but not limited to any transaction involving any member of the Hammerson Group, on the one hand, and any member of the Wider Peel Group, any Peel Director, any Alternate Director any associate of any Peel Director or any Alternate Director or of any member of the Wider Peel Group, or any other person connected with the Wider Peel Group on the other hand, as the related party;

"Scheme" means the Scheme of Arrangement proposed to be made under Part 26 of the Companies Act between Intu and the Intu shareholders in order to effect the Combination;

"Intu" means Intu Properties plc;

"Voting Rights" means the rights attaching to shades or other securities issued by Hammerson to vote at general meetings of Hammerson on all, or substantially all, matters and any direct, or indirect rights (whether or not conditions) to control or influence the exercise of such voting rights;

"Wider Cheeseden Group" means the Cheeseden Group, the Billown 1997 Settlement, any undertaking controlled by the Billown 1997 Settlement, any beneficiary of the Billown 1997 Settlement at the date of this Agreement, any future beneficiary of the Billown 1997 Settlement and any person Acting in Concert with any such persons; and

"Wider Peel Group" means the Peel Group, the Billown 1997 Settlement, any undertaking controlled by the Billown 1997 Settlement, any beneficiary of the Billown 1997 Settlement at the date of this Agreement, any future beneficiary of the Billown 1997 Settlement and any person Acting in Concert with any such persons.

Execution Version

46694394_2 14

SCHEDULE 2 – NED LETTER

Private and Confidential [Name] [Address] [Date] Dear [Name] I am writing to confirm the terms of your appointment as a Non-Executive Director of Namibia plc (the “Company”). It is agreed that, on acceptance of this offer, this letter will constitute a contract for services and not a contract of employment. Appointment Your appointment to the Board as a Non-Executive Director will be for an initial period of three years and is with effect from [date]. Your appointment is at all times subject to the right for either party to terminate the appointment at any time on not less than one months’ notice or immediately should a conflict of interest arise. Your appointment is subject to the Companies Act 2006 (as amended) and the Articles of Association of Company from time to time in force. In addition, in accordance with the UK Corporate Governance Code you will be required to retire and offer yourself for re-election at each Annual General Meeting. Should you fail to be re-elected on any such occasion, your appointment will cease automatically and with immediate effect. Time commitment We would expect your position as a Non-Executive Director to require a commitment of about 15 days per annum. However, you should expect to prepare for and attend:- Nine or 10 scheduled Board Meetings per annum, including four scheduled Board conference calls. The Company usually combines two of the Board Meetings (including the Board Strategy Day) with site visits, which often include an overnight stay. Approximately six Board dinners per annum (normally held the night before the

Board meeting). The AGM (normally held the day of a Board meeting). Other meetings for the purpose of business updates or training. Meetings as part of the Board evaluation process.

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The meetings listed above may involve some UK and overseas travel. The nature of the role makes it impossible to be entirely specific about the maximum time commitment. You may be required to devote additional time to the Company in respect of preparation time and ad hoc matters which may arise and particularly when the Company is undergoing a period of increased activity. At certain times it may be necessary to convene additional Board, committee or shareholder meetings. Your acceptance of the appointment will be taken to include your confirmation that you will be able to allocate sufficient time to meet the requirements of the role. Role and Duties As a Non-Executive Director you have the same general legal responsibilities to the Company as any other Director and shall be required to take decisions in the best interests of the Company. You will have particular regard to the general duties of directors as set out in Part 10, Chapter 2 of the Companies Act 2006. As a member of the Board you will be responsible, with your fellow Directors, for the direction and management of the Company and its subsidiaries including leadership of the Company within its framework of controls, and setting strategic aims (and ensuring the necessary financial and human resources are available to meet these objectives). In particular as a Non-Executive Director, your role includes: Strategy – you should constructively challenge and help develop proposals on

strategy; Performance – you should scrutinise management’s performance against objectives

and the reporting thereof; Risk – you should satisfy yourself as to the integrity of financial information and that

systems of risk management are robust and defensible; Time commitment – you should devote time to developing and refreshing your

knowledge and skills; Boardroom – you should uphold high standards of integrity and probity, helping to

instil the appropriate culture, values and behaviours in the boardroom and beyond; Information – you should insist on receiving high-quality information sufficiently in

advance of board meetings; and Shareholders – you should take into account the views of shareholders where

appropriate. The structures and authorities through which the Board discharges these responsibilities are updated periodically. Papers for Board and Committee Meetings are generally distributed on the Thursday or Friday of the preceding week and are made available via the Company’s electronic Board Portal accessed on an iPad (or similar device). Training in the use of the Board Portal will be provided and, if required, we can make arrangements to provide you with an iPad if you do not already have one.

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Board meetings generally commence at 9.00 a.m. and finish around 1.00 p.m., followed by lunch. Board conference calls are generally scheduled for one and a half hours. Some of the lunches are accompanied by presentations on a variety of business related topics, with guests in attendance. A review of the papers provided to you for Board Meetings would generally require at least half a day. Your duties are, of course, of an entirely non-executive nature. You have no executive authority and are not empowered to bind the Company or any of its subsidiaries without specific Board approval. Independence and outside interests You have already disclosed to the Board the commitments you have outside this role. You must inform the Board in advance of any changes to these commitments. In certain circumstances the agreement of the Board may have to be sought before accepting further commitments which either might give rise to a conflict of interest or a conflict of any of your duties to the Company, or which might impact on the time that you are able to devote to your role at the Company. It is accepted and acknowledged that you have business interests other than those of the Company and have declared any conflicts that are apparent at present. Conflicts of interest are an agenda item at each regular Board meeting which is not planned as a conference call. However, any conflict of interest should be disclosed to [Name] as soon as it becomes apparent. You will disclose any direct or indirect interest which you may have in any matter being considered at a Board Meeting or Committee Meeting and, save as permitted under the Articles of Association, you will not vote on any resolution of the Board, or of one of its Committees, on any matter where you have any direct or indirect interest. Confidentiality You acknowledge that all information acquired during your appointment is confidential to the Company and should not be released, communicated, nor disclosed either during your appointment or following termination (by whatever means), to third parties without the prior clearance of the Chairman or Company Secretary. This restriction shall cease to apply to any confidential information which may (other than by reason of your breach) become available to the public generally. You acknowledge the need to hold and retain Company information (in whatever format you may receive it) under appropriately secure conditions. Where you obtain information through your position or involvement with any member of the Wider Peel Group (as defined in the relationship agreement dated ____ December 2017 between Peel Holdings (IOM) Limited and ourselves) and that is confidential to that group or a third party, you will not be obliged to disclose that information to the Company or to use

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or apply that information in relation to the Company’s affairs where to do so would amount to a breach of that confidence. Price sensitive information and Share Dealing Rules Your attention is drawn to the requirements under both law and regulation regarding the disclosure of price sensitive information, and in particular to the requirements, restrictions and prohibitions within the Market Abuse Regulation (2014/596/EU). You should avoid making any statements that might risk a breach of these requirements. If in doubt please contact [Name]. The Company has a Share Dealing Policy for all directors and staff but Board members are classified as Persons Discharging Managerial Responsibility and they have to abide by additional requirements, restrictions and prohibitions. That effectively precludes you from dealing in the Company’s shares during January and February (prior to the release of the annual results) and July and August (prior to the release of the half year results) and, of course, at any time when you are deemed to be in possession of “inside information”. In practice, should you wish to deal in the Company’s shares you should telephone [Name] beforehand and she will ensure you obtain the necessary approval and remind you of the information the Company will require in order to announce your dealings. The Company does not prescribe a policy for its Non-Executive Directors to buy shares in the Company, which is dependent upon your own choice and circumstances. Please could you let [Name] know whether or not you already have any interest in the Company’s shares. Directors’ & Officers’ Liability Insurance The cover meets the guidelines issued by the Institute of Chartered Secretaries and Administrators. Induction/Training Immediately after appointment and as part of your induction, [Name] will arrange for you to have access to our electronic board portal where you will find comprehensive documentation including a copy of the Company’s Articles of Association, The UK Corporate Governance Code and other policies or documents mentioned in this letter. You will also receive a comprehensive, formal and tailored induction which [Name] will be organising with you. You will be expected to make yourself available during your first year of appointment to carry out this induction (in addition to the time commitment outlined above). On an ongoing basis, and further to the annual evaluation process, Hammerson will make arrangements for you to develop and refresh your skills and knowledge in areas which we mutually identify as being likely to be required, or of benefit to you, in carrying out your duties effectively. Access to independent professional advice

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All Directors have access to independent professional advice and details will be provided to you by [Name] at your induction. Review process The performance of individual directors and the whole Board and its committees is evaluated annually. Continuation of your appointment is contingent on your continued satisfactory performance as well as annual re-election at forthcoming annual general meetings. Changes to personal details Please advise [Name] promptly of any change in address or other personal contact details. Return of property Upon termination of your appointment with the Company (for whatever cause), you shall deliver to the Company all documents, records, papers or other Company property which may be in your possession or under your control, and which relate in any way to the business affairs of the Company, and you shall not retain any copies thereof. Non-Compete By countersignature of this letter and in consideration for your appointment, you now agree that you will not (without the previous consent in writing of the Company), save, directly or indirectly, on account of any interests (as director or otherwise) you may have from time to time in any member of the Wider Peel Group, for the period of 12 months immediately after the termination of your office, whether as principal or agent and whether alone or jointly with, or as a director, manager, partner, shareholder, employee or consultant of, any other person, carry on or be engaged, concerned or interested in any business which is similar to or competes with any business being carried on by Company or any of its subsidiary companies. Data protection By signing this letter you consent to the Company holding and processing information about you for legal, personnel, administrative and management purposes and in particular to the processing of any sensitive personal data (as defined in the Data Protection Act 1998). Rights of third parties The Contracts (Rights of Third Parties) Act 1999 shall not apply to this letter. No person other than you and the Company shall have any rights under this letter and the terms of this letter shall not be enforceable by any person other than you and Hammerson plc. Law

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Your engagement with the Company is governed by and shall be construed in accordance with the laws of England and Wales and your engagement shall be subject to the jurisdiction of the courts of England and Wales.

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This letter constitutes the entire terms and conditions of your appointment and no waiver or modification thereof shall be valid unless in writing and signed by the parties hereto. I should be grateful if you would sign and return the enclosed copy of this letter to confirm your agreement to the above arrangements. Yours sincerely [Name] Chairman Encs: Board portal – list of induction documentation Expenses policy Expenses claim form I confirm my agreement to the above Signed …………………………………………………………………………….. Dated………………………………………….................................................

Execution Version

46694394_2 15

SCHEDULE 3 – MANAGEMENT SERVICES AGREEMENT

10 Snow Hill London EC1A 2AL +44 (0)20 7295 3000 | www.traverssmith.com

TS4/30591978/04/AJF/AJF

DATED 2017

(1) HAMMERSON PLC

(2) PEEL MANAGEMENT LIMITED

SERVICE AGREEMENT

TS4/30591978/04/AJF/AJF 1

THIS AGREEMENT is made on the day of 2017

BETWEEN:-

(1) HAMMERSON PLC (registered company number: [●]) whose registered office is at [●] (the "Company");

(2) PEEL MANAGEMENT LIMITED (registered company number: 5769047) whose registered office is at Peel Dome, Intu Trafford Centre, Traffordcity, Manchester M17 8PL ("Peel Management").

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, the following words and expressions shall have the following meanings:

Advisory Services the provision of such ad hoc strategic advice, guidance and information as the parties shall agree from time to time in writing in advance of the provision of such services in accordance with this Agreement;

Board the board of directors of the Company from time to time;

NED Services the provision of a non-executive director (including, as appropriate, an alternate director) as is required by the Company in accordance with this Agreement;

Services the Advisory Services and the NED Services; and

VAT value added tax or any similar or replacement sales tax or duty,

and derivative expressions shall be construed accordingly.

1.2 Words and phrases which are not defined in this Agreement but which are defined in the Companies Act 2006 or the Insolvency Act 1986 shall be construed as having those meanings.

1.3 References to any statute, statutory instrument or any statutory provision shall be construed as references to the statute, statutory instrument or statutory provision as in force at the date of this Agreement and as subsequently re-enacted, consolidated or amended and shall include references to any statute, statutory instrument or any statutory provision of which it is a re-enactment, consolidation or amendment.

1.4 Unless the context otherwise requires, references in this Agreement to the masculine gender shall, where appropriate, be deemed to include the feminine and references to the singular shall, where appropriate, be deemed to include the plural and vice versa.

TS4/30591978/04/AJF/AJF 2

2. ADVISORY SERVICES

Subject to and in accordance with the terms and conditions of this Agreement, the Company engages Peel Management to provide and Peel Management shall supply the Advisory Services to the Company.

3. NED SERVICES

3.1 Subject to and in accordance with the terms and conditions of this Agreement, the Company engages Peel Management to provide and Peel Management shall supply the NED Services to the Company. The appointment of any Non-Executive Director whose services are provided under this Agreement shall be subject to and in accordance with the Articles of Association of the Company. Peel Management will procure that any Non-Executive Director whose services are provided under this Agreement shall enter into and comply with an appointment letter in the form set out in Schedule 1 (or such other substantially similar form as the Company may reasonably require).

3.2 The terms of clause 9 of the Relationship Agreement between Peel Holdings ("Holdings") and the Company dated _____ December 2017 (the "Relationship Agreement") shall apply mutatis mutandis to the appointment, removal and conduct of any Non-Executive Director as if references therein to Peel were to Peel Management, and to the Peel Director, the Alternate Director, the Peel Replacement Director and the Peel Nominated Director were to the Non-Executive Director (or alternate, as applicable).

3.3 Nothing herein shall render or be deemed to render a Non-Executive Director an employee, agent or partner of the Company.

4. FEES

4.1 With effect from the Effective Time (as defined in the Relationship Agreement), in consideration for supplying the NED Services the Company shall pay to Peel an annual fee of £150,000, exclusive of VAT where applicable, which shall accrue from day to day and be payable quarterly in arrears.

4.2 In consideration for supplying the Advisory Services, the Company shall pay to Peel its reasonable costs and out-of-pocket expenses calculated on a time and materials basis at the daily rates for the relevant individuals who are involved in providing the Advisory Services, such daily rates to be agreed in writing prior to commencing work. The costs and expenses for the Advisory Services shall be exclusive of VAT where applicable, and shall accrue from day to day and be payable quarterly in arrears. When requested by the Company, Peel shall provide the Company with estimates of its costs and expenses for providing the Advisory Services prior to commencing work.

4.3 Peel shall maintain complete and accurate records of the time spent by it in providing the Advisory Services in such form as the Company shall approve. Peel shall allow the Company (and its nominated agents, representatives and/or professional advisers) to inspect such records at all reasonable times upon request.

TS4/30591978/04/AJF/AJF 3

4.4 Peel shall render quarterly invoices in arrears to the Company in respect of the fees and costs and expenses referred to in clause 4.1 and 4.2 above and where Peel is registered for VAT shall show any VAT separately on such invoices and the Company shall pay any amounts due within 28 days of receipt of such invoice. No payment shall be due from the Company to Peel unless Peel has issued a proper invoice (or a proper VAT invoice if Peel is registered for VAT) in respect of the relevant payment. Peel shall supply the Company with details of its VAT registration number.

4.5 Peel shall be responsible for (and shall indemnify the Company from and against) all tax and National Insurance or similar liabilities (other than VAT liability payable by the Company under clause 4.1, 4.2 or clause 4.4) arising in respect of the NED Services and Advisory Services and shall itself account to the appropriate authority for all tax and National Insurance or similar contributions payable in respect of the supply to the Company of the NED Services and the Advisory Services.

5. TERM AND TERMINATION

5.1 Peel's engagement hereunder in respect of the provision of the Advisory Services and the NED Services shall continue (subject to the provisions of this Agreement) until terminated by either party giving to the other not less than 1 (one) months' previous notice in writing.

5.2 Without prejudice to the provisions of clause 5.1, the Company shall be entitled to terminate either or both of the Services forthwith, without any payment in lieu of notice, compensation or damages if:

5.2.1 Peel shall fail to provide either or both of the Services (i) to the satisfaction of the Company and/or (ii) in accordance with this Agreement;

5.2.2 Peel shall act in any way which, in the opinion of the Board (excluding the Non-Executive Director), may bring the Company into disrepute or discredit or prejudice the interests of the business of the Company; or

5.2.3 complying with the provisions of this Agreement would cause the Company to be in breach of any applicable law or regulation, including Rules for Companies published by the London Stock Exchange.

5.3 Either party may exercise their rights of termination under this clause 5 in respect of either one or both of the Services, and termination of one of the Services will not in itself (i) provide any rights of termination of the other of the Services or (ii) act to automatically terminate the other of the Services.

5.4 The exercise by the Company of any of its rights of termination under this clause 5 shall be without prejudice to any other rights or remedies which the Company may have or be entitled to exercise against Peel or any Non-Executive Director or Alternate Director.

6. NOTICES

TS4/30591978/04/AJF/AJF 4

Any notice to be given under this Agreement shall be in writing. Notices may be served by either party by personal service or by first class post addressed to the other party at its registered office for the time being and any notice given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post would be delivered in the ordinary course of post.

7. GENERAL

7.1 Peel undertakes that, in performing its obligations under this Agreement, it shall at all times act:

7.1.1 in accordance with all applicable laws and regulations;

7.1.2 in a timely and professional manner; and

7.1.3 with reasonable skill and care.

7.2 Confidential information exchanged by the parties (including, without limitation, any information relating to this Agreement, the Services and/or any fees payable under this Agreement) shall not be disclosed by the receiving party to any third party without the prior written consent of the disclosing party, unless such disclosure is required by law or the rules or established practice of any government agency or relevant stock exchange or ordered by a court or other government agency of competent jurisdiction.

7.3 This Agreement, together with any documents referred to herein or required to be entered into pursuant to this Agreement, constitutes the entire and only legally binding agreement and understanding between the parties relating to the engagement of Peel by the Company and supersedes any previous agreements, arrangements or understandings (both oral and written) relating to the subject matter of this Agreement (other than any letters of appointment entered into relating to the appointment of a Non-Executive Director as a director of the Company (which appointment will from the date of this Agreement be deemed made pursuant to the terms of this Agreement) and the Relationship Agreement) and any such document and all such agreements, arrangements or understandings shall be deemed to have been terminated with mutual consent with effect from the date hereof.

7.4 No variation to this Agreement shall be effective unless made in writing signed by or on behalf of the parties and expressed to be such a variation.

7.5 Any remedy or right conferred upon the Company for breach of this Agreement shall be in addition to and without prejudice to all other rights and remedies available to it. No failure or delay by the Company in exercising any remedy, right, power or privilege under or in relation to this Agreement shall operate as a waiver of the same nor shall any single or partial exercise of any remedy, right, power or privilege preclude any further exercise of the same or exercise of any other remedy, right, power or privilege.

TS4/30591978/04/AJF/AJF 5

7.6 Neither party shall, without the prior consent of the other party, such consent not to be unreasonably withheld or delayed, assign any of its rights, or sub-contract, delegate or transfer any of its obligations, under this Agreement.

7.7 No waiver by the Company of any of the requirements of this Agreement or of any of its rights under this Agreement shall have effect unless given in writing signed by the Company. No waiver of any particular breach of the provisions of this Agreement shall operate as a waiver of any repetition of such breach.

7.8 This Agreement does not create any rights under the Contracts (Rights of Third Parties) Act 1999 which is enforceable by any person who is not a party to it.

7.9 This Agreement and the rights and obligations, including non-contractual obligations, of the parties arising under or in connection with this Agreement shall be governed by and construed in accordance with the laws of England.

7.10 In the event of any claim, dispute or difference arising out of or in connection with this Agreement the parties hereto irrevocably agree and submit to the exclusive jurisdiction of the Courts of England.

IN WITNESS whereof this Agreement has been signed on the date set out above.

SIGNED by HAMMERSON PLC ) acting by: ) ................................................................. Director

in the presence of:

Witness' signature: .............................................

Witness' name: ...................................................

Witness' address: ...............................................

............................................................................

............................................................................

Witness' occupation: ..........................................

TS4/30591978/04/AJF/AJF 6

SIGNED by PEEL MANAGEMENT LIMITED ) acting by: ) ................................................................. Director

in the presence of:

Witness' signature: .............................................

Witness' name: ...................................................

Witness' address: ...............................................

............................................................................

............................................................................

Witness' occupation: ..........................................