Common use of Members of the Xxxxxx family Clause in Contracts

Members of the Xxxxxx family. Members of the Xxxxxx family have given irrevocable undertakings to vote in favour of the resolutions relating to the Acquisition at the Meetings in respect of their respective beneficial holdings of St. Modwen Shares: Name Total Number of St. Modwen Shares Percentage of existing issued share capital Xxxx Xxxxxx Xxxxxx-Xxxxxx 3,795,658 1.705 Xxxxx Xxx Xxxxxxx 3,774,657 1.696 Xxxx Xxxxxxxxx XxxXxxxxx 3,816,657 1.714 Xxxxx Xxxxxxx Xxxxxxx 33,500 0.015 Xxxxxxx Xxxxxx Xxxxxxx 33,500 0.015 Xxxxxxxx Xxxx Xxxxxxx 33,500 0.015 Xxxxxxx Xxxxxxx Xxxxxx 33,500 0.015 Xxxxx Xxxx Xxxxxx-Xxxxxx 33,500 0.015 Xxxxxxx Xxxx Xxxxxx-Xxxxxx 33,500 0.015 Xxxxxx Xxxxxx XxxXxxxxx 33,500 0.015 The irrevocable undertakings referred to in the table immediately above cease to be binding on the earlier of the following occurrences (i) the Scheme Document is not sent to St. Modwen Shareholders within 28 days (or such later period as the Panel may agree) after the date of this announcement; (ii) Bidco announces, with the consent of the Panel, that it does not intend to make or proceed with the Acquisition and no new, revised or replacement offer or scheme is announced at the same time; (iii) the Scheme lapses or is withdrawn in accordance with its terms unless, by such time, Bidco publicly announces its intention to proceed with the Acquisition or to implement the Acquisition by way of an Offer; (iv) the Scheme has not become effective by 23.59 p.m. on the Long Stop Date (or such other time and date as agreed between Bidco and St. Modwen, with the approval of the Court and/or the Panel, if required (other than in circumstances where Bidco has, prior to such date, elected to exercise its right to proceed by way of an Offer and announced the same in accordance with the requirements of Paragraph 8 of Appendix 7 to the Takeover Code, and such Offer has not lapsed or been withdrawn)); or (v) the date on which any competing offer for the entire issued and to be issued share capital of St. Modwen is declared wholly unconditional or becomes effective. APPENDIX 4 DEFINITIONS The following definitions apply throughout this document unless the context otherwise requires: “2006 Act” the Companies Act 2006, as amended from time to time

Members of the Xxxxxx family. Members of the Xxxxxx family have given irrevocable undertakings to vote in favour of the resolutions relating to the Acquisition at the Meetings in respect of their respective beneficial holdings of St. Modwen Shares: Name Total Number of St. Modwen Shares Percentage of existing issued share capital Xxxx Xxxxxx Xxxxxx-Xxxxxx 3,795,658 1.705 Xxxxx Xxx Xxxxxxx 3,774,657 1.696 Xxxx Xxxxxxxxx XxxXxxxxx 3,816,657 1.714 Xxxxx Angus Xxxxxxx Xxxxxxx 33,500 0.015 Xxxxxxx Xxxxxx Xxxxxxx 33,500 0.015 Xxxxxxxx Xxxx Xxxxxxx 33,500 0.015 Xxxxxxx Xxxxxxx Xxxxxx 33,500 0.015 Xxxxx Xxxx Xxxxxx-Xxxxxx 33,500 0.015 Xxxxxxx Annabel Xxxx Xxxxxx-Xxxxxx 33,500 0.015 Xxxxxx Fergus Xxxxxx XxxXxxxxx 33,500 0.015 The irrevocable undertakings referred to in the table immediately above cease to be binding on the earlier of the following occurrences (i) the Scheme Document is not sent to St. Modwen Shareholders within 28 days (or such later period as the Panel may agree) after the date of this announcement; (ii) Bidco announces, with the consent of the Panel, that it does not intend to make or proceed with the Acquisition and no new, revised or replacement offer or scheme is announced at the same time; (iii) the Scheme lapses or is withdrawn in accordance with its terms unless, by such time, Bidco publicly announces its intention to proceed with the Acquisition or to implement the Acquisition by way of an Offer; (iv) the Scheme has not become effective by 23.59 p.m. on the Long Stop Date (or such other time and date as agreed between Bidco and St. Modwen, with the approval of the Court and/or the Panel, if required (other than in circumstances where Bidco has, prior to such date, elected to exercise its right to proceed by way of an Offer and announced the same in accordance with the requirements of Paragraph 8 of Appendix 7 to the Takeover Code, and such Offer has not lapsed or been withdrawn)); or (v) the date on which any competing offer for the entire issued and to be issued share capital of St. Modwen is declared wholly unconditional or becomes effective. APPENDIX 4 DEFINITIONS The following definitions apply throughout this document unless the context otherwise requires: “2006 Act” the Companies Act 2006Xxx 0000, as amended from time to time