THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from your stockbroker, solicitor, accountant or other independent adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if you are in a territory outside the United Kingdom, an appropriately authorised financial adviser.

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

ADMIRAL GROUP PLC

(Registered in England and Wales No. 03849958)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF THE 2025 ANNUAL GENERAL MEETING AND A LETTER FROM YOUR CHAIR, INCLUDING AN EXPLANATION OF THE BUSINESS TO BE CONDUCTED AT THAT MEETING, WHICH IS TO BE HELD ON FRIDAY, 9 MAY 2025 AT 12:30 PM AT THE COMPANY'S REGISTERED OFFICE OF TŶ ADMIRAL, DAVID STREET, CARDIFF, CF10 2EH, IS SET OUT ON PAGES 2 TO 8 OF THIS DOCUMENT.

Whether or not you propose to attend the Annual General Meeting, please complete and submit a proxy appointment in accordance with the notes to the Notice of Annual General Meeting set out on pages 9 to 11 of this document. To be valid, proxy appointments must be received in accordance with the notes by no later than 12:30 pm on Wednesday, 7 May 2025.

ADMIRAL GROUP PLC

(Incorporated in England and Wales with registered number 03849958)

Directors:

Michael (Mike) Rogers (Chair) Milena Mondini de Focatiis Geraint Jones Evelyn Bourke Michael (Mike) Brierley Andrew (Andy) Crossley Karen Green Fiona Muldoon Jayaprakasa (JP) Rangaswami Justine Roberts William (Bill) Roberts

Registered office:

Tŷ Admiral David Street Cardiff CF10 2EH

31 March 2025

Dear Shareholder

Notice of Annual General Meeting of ADMIRAL GROUP PLC (the "Company")

I am writing to inform you that the Annual General Meeting (the "AGM") of the Company will be held at the Company's registered office of Tŷ Admiral, David Street, Cardiff, CF10 2EH on Friday, 9 May 2025 at 12:30 pm. The formal notice of the AGM and resolutions to be proposed are set out on pages 6 to 8 of this document. The Board recognises that the AGM provides an important opportunity for shareholders to express their views directly to the Board and I hope you will take the opportunity to do so.

It is with sadness that I announce that Justine Roberts will be stepping down from the Board and all Committee appointments on 18 June 2025, having served 9 years as an Independent Nonexecutive Director of the Company. Justine is currently our Senior Independent Director, as well as being a member of the Nomination and Governance Committee and the Remuneration Committee. On behalf of the Board and the entire Company, I extend our heartfelt thanks to Justine for her tremendous contributions during her tenure and we send her our very best wishes for the future. Justine will be standing for re-appointment at the 2025 AGM, prior to leaving the Board in June.

Andrew Crossley will take over from Justine Roberts as the Company's Senior Independent Director with effect from 18 June 2025, he will also join the Nomination and Governance Committee on this date.

The Company is currently in the process of recruiting for a new Non-executive Director. Further information will be made available to shareholders as and when this becomes available.

For those not attending the AGM in person, we once again intend to live stream the AGM. This year we will be using Microsoft Teams for the audio and visual live stream and shareholders will be able to submit questions relating to the proposed AGM resolutions during the meeting. Shareholders are invited to log into the AGM via Microsoft Teams to watch the proceedings and ask questions. In order to participate in the AGM, shareholders will need to register by no later than 5:00 pm, Friday 2 May 2025 via a link that will be published on the Company's website (www.admiralgroup.co.uk/investor-relations/agm) closer to the date of the AGM. Shareholders will not be able to vote on the resolutions being proposed via these facilities and therefore it is important that shareholders do still cast their votes and submit a proxy appointment in accordance with the recommendations below and instructions set out on pages 9 to 11 of this document.

During the meeting, shareholders participating through the Microsoft Teams live stream are encouraged to submit questions via the chat function on this platform. Questions received via the chat function will be moderated before being sent to the Chair of the meeting to avoid repetition and to ensure the smooth running of the meeting. Questions submitted will be answered during the meeting. Should a shareholder question not be answered during the meeting a written response will be given following the meeting. Should multiple questions on the same topic be received, the Chair of the meeting may choose to provide a single answer to address questions on the same topic. Instructions on how shareholders can access the

This will be the fourth year that we have live streamed the AGM whilst also encouraging questions to be submitted during the meeting through the facilities available. We are committed to putting in place arrangements that enable shareholders to follow proceedings at the AGM and ask questions, even if they are not able to attend in person on the day.

Microsoft Teams platform are set out on page 11 of this document.

We recommend that shareholders monitor the Company's website and announcements for any updates to the arrangements for the AGM.

To further support engagement with our shareholders, shareholders may submit questions to the Board in advance of the AGM. Presubmitted questions can be sent by email to the Company's investor relations team ([email protected]) by no later than 5:00 pm on Thursday, 1 May 2025 and written responses will be provided.

Please note, if you are unable to attend the AGM on the day, you are encouraged to vote on each of the resolutions set out in the Notice in advance of the AGM by appointing a proxy. We encourage shareholders to consider appointing "the Chair of the meeting" as their proxy even if they intend to attend the AGM in person to ensure that their vote is counted if they are unable to attend and vote on the day of the AGM. Appointing a proxy will not prevent you from attending the AGM and voting on the day and will ensure that your vote is counted if you plan to attend, but are unable to do so. You can appoint a proxy by:

• logging onto www.admiral-shareholder.co.uk and submitting your proxy appointment and votes online by following the instructions. If you have not previously done so, you will need to register. To do this, you will need your investor code detailed on your share certificate; or

via the VOTE+ app. VOTE+ is a free app for smartphone and tablet provided by MUFG Corporate Markets (the Company's registrar). It offers shareholders the option to submit a proxy appointment quickly and easily online, as well as real-time access to their shareholding records. The app is available to download on both the Apple App Store and Google Play; or
submitting a proxy appointment electronically by using the CREST voting service (if you are a CREST member); or
if you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform.

If you would prefer a paper proxy form, you may request one from the Company's registrar, MUFG Corporate Markets. Details of the registrar and further information on how to appoint a proxy to vote on your behalf are set out in the notes to the Notice.

Your proxy vote must be received by no later than 12:30 pm on Wednesday, 7 May 2025 for it to be valid.

The notes on the following pages give an explanation of the proposed resolutions. Resolutions 1 to 19 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 20 to 23 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

ORDINARY BUSINESS

Annual Report and Accounts (Resolution 1)

The Directors present to shareholders at the AGM the Annual Report and Accounts for the year ended 31 December 2024 together with the Strategic Report and the Directors' and Auditors' Reports on the Annual Report and Accounts.

Directors' Remuneration Report (Resolution 2)

Shareholders are asked to approve the Directors' Remuneration Report for the year ended 31 December 2024. The Directors' Remuneration Report is set out in full in the Annual Report and Accounts of the Company at pages 162 to 177. The vote is advisory only, and the Directors' entitlement to remuneration is not conditional on the resolution being passed.

A resolution to approve the Directors' Remuneration Policy was last approved by shareholders at the AGM held on Thursday, 25 April 2024, for a period of three years and is not required to be approved at this year's AGM. The Directors' Remuneration Policy will next be put to shareholders for approval by no later than the AGM in 2027. The current Directors' Remuneration Policy can be found in the Annual Report and Accounts at pages 153 to 161.

Dividend (Resolution 3)

A final dividend of 121.0 pence per ordinary share is currently recommended by the Directors for payment to shareholders on the register of members at the close of business on 16 May 2025. If approved by shareholders and the Directors' recommendation has not been revoked or deferred in accordance with the Company's Articles of Association, the final dividend will become due and payable on 13 June 2025.

Appointment and Re-appointment of Directors (Resolutions 4 to 14)

The Articles of Association approved by shareholders at the AGM held on Thursday, 28 April 2022 provide that all directors will retire and offer themselves for re-appointment at each AGM, in accordance with the UK Corporate Governance Code 2024 and the Company's current practice. Therefore, all continuing Directors will be submitting themselves for re-appointment by shareholders at the forthcoming AGM. The Board is satisfied that all are properly qualified for their re-appointment by virtue of their skills and experience and their contribution to the Board and its Committees.

A summary of the skills, experience and contribution of each Director proposed for re-appointment, which in the Board's view illustrates why each Director's contribution is, and continues to be, important to the Company's long term sustainable success, can be found in Appendix 1, which can be found on pages 12 to 16 of the notes to the Notice.

Having considered the performance of, and contribution made by, each of the Directors standing for re-appointment, following an evaluation of their performance, the Board remains satisfied that each of the relevant Directors performs effectively and demonstrates full commitment to their individual role, including the appropriate commitment of time to Board and Committee meetings and their other duties. The Board considers each of the Non-Executive Directors proposed for re-appointment is independent in character and judgment and that there are no relationships or circumstances likely to affect (or appear to affect) his or her judgment. Accordingly, the Board unanimously recommends the reappointment of these Directors.

Auditors (Resolutions 15 and 16)

The Company is required at each general meeting at which accounts are presented to appoint Auditors to hold office until the next such meeting. It is proposed that Deloitte LLP be and are hereby re-appointed Auditors of the Company and will hold office from the conclusion of the meeting until the conclusion of the next general meeting at which accounts are laid before shareholders. Accordingly, Resolution 15 seeks shareholder approval for the reappointment of Deloitte LLP as Auditors to the Company.

Resolution 16 seeks shareholder approval for the Audit Committee (for and on behalf of the Directors) to be authorised to determine the remuneration of the Auditors, Deloitte LLP.

SPECIAL BUSINESS

Authority for political donations and expenditure (Resolution 17)

Resolution 17 concerns Part 14 of the Companies Act 2006 ("CA 2006"), which provides that political donations made by a company to political parties, other political organisations and independent election candidates or political expenditure incurred by a company must be authorised in advance by shareholders.

It is the Company's policy not to make donations to, or incur expenditure on behalf of, political parties, other political organisations or independent election candidates and the Board has no intention of changing this policy. However, as a result of the wide definitions in the CA 2006, normal expenditure (such as expenditure on organisations concerned with matters of public policy, law reform and representation of the business community) and business activities (such as communicating with the Government and political parties at local and national level) might be construed as political expenditure or as a donation to a political party or other political organisation and fall within the restrictions of the CA 2006.

Resolution 17 does not purport to authorise any particular donation or expenditure but is expressed in general terms as required by the CA 2006 and is intended to authorise normal donations and expenditure. If approved, Resolution 17 will allow the Company and its subsidiaries to make donations to political parties, other political organisations and independent election candidates and to incur political expenditure (as defined in the CA 2006) up to an aggregate limit of £100,000 during the period beginning on the date of passing this resolution and ending on the earlier of the conclusion of the next AGM or 9 August 2026, whilst avoiding, because of the uncertainty over the definitions used in the CA 2006, inadvertent or technical infringement of the CA 2006. The authority will not be used to make political donations within the normal meaning of that expression.

Approval of the Admiral Group plc 2025 Discretionary Free Share Scheme ("2025 DFSS") (Resolution 18)

The Company currently operates a discretionary free share scheme (the "Existing DFSS") as its long-term incentive arrangement for the Executive Directors and selected employees of the Company and its subsidiaries. The Existing DFSS will expire in April 2025 and following a detailed review, overseen by the Company's Remuneration Committee, having regard to market practice, approval is being sought from shareholders to replace the Existing DFSS with the 2025 DFSS in relation to future awards.

The rules of the 2025 DFSS are substantially the same as the Existing DFSS but have been updated to take account of changes under the Directors' Remuneration Policy approved in 2024 (the "Policy") and to take account of developments in market practice and the operation of share plans. The 2025 DFSS will form part of the framework to support the Policy including allowing awards to be made to Directors in the form of deferred bonus awards. It is also currently anticipated that awards will be granted under the 2025 DFSS as long term incentives to approximately 4,600 employees in 2025 in the UK and overseas. In addition, it is intended to award shares to overseas employees under the 2025 DFSS as free share awards (as equivalent as practicable to the free shares granted to UK employees under the Company's HMRC Approved Share Incentive Plan). Currently there are approximately 5,500 overseas employees this will apply to.

A summary of the principal terms of the 2025 DFSS is set out in Appendix 2 to the Notice.

Authorisation of the principle to add French Sub-Plan(s) to the new DFSS 2025 approved by the AGM (paragraphs (c) to (e) of Resolution (18))

The DFSS 2025 will be used for awards to senior management, and also for free share awards to overseas participants broadly equivalent to the free share awards made under The Admiral Group plc HMRC Share Incentive Plan ("SIP").

The principle of this addition of French Sub-Plan(s), whose main mandatory characteristics are described in Appendix 2, is to allow, under the DFSS 2025, free shares in the Company to be granted to French employees under advantageous tax conditions.

It is a requirement of French law that, in order for the tax advantageous rules to be applicable to the French participants, the shareholders' meeting must authorise the granting of free shares including qualified restricted shares of the Company under the French Sub-Plan(s), and, to that end, grant full power to the Board or any duly authorised committee to carry out the process of granting, in particular, the qualified restricted share awards to the French participants. Paragraphs (c) to (e) of Resolution 18 seek shareholder approval of the French Sub-Plan(s) and the granting of the proposed qualified restricted share awards.

Authority of Directors to allot shares (Resolution 19)

Resolution 19 seeks shareholder approval to renew the Directors' authority to allot shares.

The Investment Association Share Capital Management Guidelines on Directors' authority to allot shares state that its members will permit, and treat as routine, resolutions seeking authority to allot shares representing up to two thirds of the Company's issued share capital. The Guidelines provide that any routine authority to allot shares representing in excess of one third of the Company's issued share capital should only be used to allot shares pursuant to a fully pre-emptive offer.

In accordance with these guidelines, the Board seeks the shareholders' authority to allot shares in the capital of the Company up to a maximum nominal amount of £204,203.12, representing the Investment Association's Guidelines limit of approximately two thirds of the Company's issued ordinary share capital as at 24 March 2025 (the latest practicable date prior to publication of this Notice). Of this amount, £102,101.56 (representing approximately one third of the Company's issued ordinary share capital) can only be allotted

pursuant to a rights issue. The Board has decided that it will limit paragraph (ii) of the allotment authority to rights issues this year in line with past practice and not expand this authority to fully pre-emptive offers as permitted by the Investment Association's Guidelines as updated in February 2023, but will keep emerging market practice under review. The Directors consider the current limitation to rights issues provides sufficient flexibility to the Company for present purposes.

It is the Company's policy to seek renewal of these authorities annually and the authorities sought under paragraphs (i) and (ii) of this resolution will expire at the earlier of the conclusion of the Company's next AGM or 9 August 2026. The Directors intend to seek to renew such authority at successive AGMs of the Company.

The Directors have no current intention to exercise this authority. However, the Directors consider it appropriate to maintain the flexibility that this authority provides to respond to market developments and to enable allotments to take place to finance business opportunities as they arise.

As at 24 March 2025 (being the latest practicable date before publication of this Notice), the Company does not hold any ordinary shares in the capital of the Company in treasury.

Disapplication of pre-emption rights (Resolutions 20 and 21)

If the Directors wish to allot new shares and other equity securities or sell treasury shares for cash (other than in connection with an employee share scheme), company law requires that these shares are offered first to the shareholders, in proportion to their existing holdings.

The Directors have no present intention to exercise this authority, except in connection with the Company's employee share schemes. However, the Directors consider it desirable to have flexibility to respond to market developments and to enable allotments to take place to finance business opportunities without making a pre-emptive offer to existing shareholders. This cannot be done under the CA 2006 unless the shareholders have first waived their pre-emption rights. The purpose of Resolutions 20 and 21, which are each proposed as special resolutions, is to enable shareholders to waive their pre-emption rights.

In November 2022, the Pre-Emption Group updated their Statement of Principles (the "Pre-Emption Group Principles") to allow the following annual disapplication of pre-emption rights: (i) 10 per cent. of issued ordinary share capital (excluding treasury shares) which may be issued on an unrestricted basis; (ii) an additional 10 per cent. of issued ordinary share capital (excluding treasury shares) which may be issued for either "an acquisition or specified capital investment"; and (iii) a limited follow-on offer to existing holders of securities not allocated shares under an issue made under either (i) or (ii) above.

Resolution 20 authorises Directors to allot new shares, pursuant to the authority given by Resolution 19, or to sell treasury shares for cash:

(i) up to a nominal amount of £204,203.12, representing approximately two thirds of the Company's issued ordinary share capital, to existing shareholders on a pre-emptive basis. However, unless the shares are allotted pursuant to a rights issue (rather than an open offer), the Directors may only allot shares up to a nominal amount of £102,101.56, (representing approximately one third of the Company's issued ordinary share capital) (in each case, subject to any limits, restrictions or arrangements, such as for fractional entitlements and overseas shareholders, as the Directors consider necessary or appropriate);
(ii) otherwise up to a nominal value of £30,630.47, equivalent to approximately 10 per cent. of the total issued ordinary share capital of the Company as at 24 March 2025; and
(iii) otherwise up to a nominal amount of £6,126.09, equivalent to approximately two per cent. of the total issued ordinary share capital of the Company as at 24 March 2025, for the purposes only of a follow-on offer as described in the Pre-Emption Group Principles,

in each case without the shares first being offered to shareholders in proportion to their existing holdings.

Resolution 21 additionally authorises the Directors to allot new shares (or sell treasury shares) for cash, without the shares first being offered to existing shareholders in proportion to their existing holdings, in connection with the financing (or refinancing, if the authority is to be used within 12 months after the original transaction) of an acquisition or specified capital investment which is announced contemporaneously with the allotment or which has taken place in the preceding 12 month period and is disclosed in the announcement of the allotment. The authority under Resolution 21 is limited to:

(i) a nominal value of £30,630.47, equivalent to approximately 10 per cent. of the nominal value of the ordinary share capital of the Company in issue on 24 March 2025; and
(ii) a nominal value of £6,126.09, equivalent to approximately two per cent. of the nominal value of the ordinary share capital of the Company in issue on 24 March 2025 for the purposes only of a follow-on offer as described in the Pre-Emption Group Principles.

The Directors confirm that they will only allot shares for cash representing an additional 10 per cent. of the issued ordinary share capital of the Company pursuant to the authority referred to in Resolution 21 where that allotment is in connection with an acquisition or a specified capital investment (as defined in the Pre-Emption Group Principles) which is announced contemporaneously with the allotment, or which has taken place in the preceding 12 month period and is disclosed in the announcement of the allotment (with the further authority for no more than two per cent. to be used only for the purposes of making a follow-on offer of a kind contemplated by paragraph 3 of Section 2B of the Pre-Emption Group Principles).

The authority sought by the Directors in both Resolution 20 and Resolution 21 includes the ability to issue up to two per cent. of issued ordinary share capital in each case for the purposes of a follow-on offer. The Pre-Emption Group Principles provide for follow-on offers as a possible means of enabling smaller and retail shareholders in the Company to participate in a non-preemptive equity issue when it may not be possible (for timing or other reasons) for them to participate in a particular placing being undertaken. The Pre-Emption Group Principles set out the expected features of any such follow-on offer, including in relation to qualifying shareholders, monetary caps on the amount qualifying shareholders can subscribe and the issue price of the shares.

This disapplication authority is in line with institutional shareholder guidance, and in particular, with the Pre-Emption Group Principles and the Investment Association's Share Capital Management Guidelines, and it is equivalent to the authority granted by shareholders to the Directors at the 2024 AGM. In respect of Resolutions 20 and 21, the Directors confirm their intention to follow the shareholder protections in Part 2B of the Pre-Emption Group Principles and the expected features of a follow-on offer as set out in paragraph 3 of Part 2B of the Pre-Emption Group Principles.

If given, the authority will expire at the earlier of the conclusion of the next AGM of the Company or 9 August 2026. The Directors intend to seek to renew such power at successive AGMs of the Company.

Authority for the Company to purchase its own shares (Resolution 22)

The Company's Articles of Association permit the purchase by the Company of its own shares subject to shareholders' prior approval being obtained. This resolution seeks shareholder approval to authorise the Company to buy back up to 15,315,233 ordinary shares. If given, the authority will expire on 9 August 2026, or, if earlier, at the conclusion of the next AGM of the Company. The Directors intend to seek to renew this power at subsequent AGMs of the Company.

The resolution specifies the maximum number of ordinary shares which may be purchased (representing 5 per cent. of the Company's issued ordinary share capital as at 24 March 2025) and the maximum and minimum prices at which they may be bought, exclusive of expenses, reflecting the requirements of the CA 2006 and the UK Listing Rules.

Given the increase in staff numbers, the continued determination to maintain staff participation in the Company's share plans and the necessity to remain within the dilution rules set out in those plans, if this resolution is passed by shareholders the Company may seek to exercise this authority for the purpose of purchasing shares in the market in order to supplement the shares available for distribution to staff under the Company's share plans. Prior to exercising this authority, the Company's Remuneration Committee will review fully the potential impact on the measures used to determine the Company's incentive awards and would make proposals to the Board as appropriate in order that they can determine whether such purchase is in the best interests of all shareholders.

Under the CA 2006, the Company is allowed to hold its own shares in treasury following a buy back instead of cancelling them. This gives the Company the ability to re-issue treasury shares quickly and cost-effectively and provides the Company with additional flexibility in the management of its capital base. Such shares may be resold for cash but all rights attaching to them, including voting rights and any right to receive dividends, are suspended whilst they are held in treasury. If the Board exercises the authority conferred by Resolution 22, the Company will have the option of either holding in treasury or of cancelling any of its own shares purchased pursuant to this authority and will decide at the time of purchase which option to pursue. The Directors will have regard to investor group guidelines which may be in force at the time of any such purchase, holding or re-sale of shares held in treasury.

As at 24 March 2025, being the latest practicable date before the publication of this Notice, the Company held no equity securities in treasury and does not have any warrants in issue in relation to its shares.

Notice Period for meetings (Resolution 23)

Under the CA 2006, all general meetings shall be held on 21 clear days' notice unless shareholders approve a shorter notice period, subject to a minimum of 14 clear days. AGMs must continue to be held on at least 21 clear days' notice. Resolution 23 seeks shareholder approval to hold all general meetings (other than an AGM) on 14 clear days' notice and it is equivalent to the authority granted by shareholders to the Directors at the 2024 AGM.

The approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed. In order to allow for the shorter notice period, the Company will continue to make electronic voting available to shareholders.

The shorter notice period would not be used as a matter of routine for general meetings, but only on an exceptional basis, where such flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole.

Action to be taken

We encourage you to complete and submit a proxy appointment in accordance with the notes to the Notice of AGM set out on pages 9 to 11 whether or not you intend to be present at the AGM.

Proxies should be submitted so as to be received by MUFG Corporate Markets as soon as possible and in any event no later than 48 hours before the time appointed for holding the AGM.

Recommendation

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

Yours sincerely

Mike Rogers Chair

ADMIRAL GROUP PLC

(Incorporated in England and Wales with registered number 03849958)

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting ("AGM") of ADMIRAL GROUP PLC (the "Company") will be held at the Company's registered office of Tŷ Admiral, David Street, Cardiff, CF10 2EH on Friday, 9 May 2025 at 12:30 pm, for the transaction of the following business: Resolutions 1 to 19 will be proposed as ordinary resolutions and Resolutions 20 to 23 will be proposed as special resolutions.

AS ORDINARY BUSINESS:

Annual Report and Accounts

To receive the Financial Statements and the reports of the Directors and the Auditors for the year ended 31 December 2024.

Directors' Remuneration Report

To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) for the financial year ended 31 December 2024. The Directors' Remuneration Report is set out in full in the Annual Report and Accounts of the Company on pages 162 to 177.

Dividend

To declare a final dividend on the ordinary shares of the Company for the year ended 31 December 2024 of 121.0 pence per ordinary share, payable to all ordinary shareholders on the Company's register of members at the close of business on 16 May 2025.

Appointment and re-appointment of Directors

1. To re-appoint Michael Rogers (Non-Executive Director) as a Director of the Company.
1. To re-appoint Milena Mondini de Focatiis (Executive Director) as a Director of the Company.
1. To re-appoint Geraint Jones (Executive Director) as a Director of the Company.
1. To re-appoint Evelyn Bourke (Non-Executive Director as a Director of the Company.
1. To re-appoint Michael Brierley (Non-Executive Director) as a Director of the Company.
1. To re-appoint Andrew Crossley (Non-Executive Director) as a Director of the Company.
1. To re-appoint Karen Green (Non-Executive Director) as a Director of the Company.
1. To re-appoint Fiona Muldoon (Non-Executive Director) as a Director of the Company.
1. To re-appoint Jayaprakasa Rangaswami (Non-Executive Director) as a Director of the Company.
1. To re-appoint William Roberts (Non-Executive Director) as a Director of the Company.
1. To re-appoint Justine Roberts (Non-Executive Director) as a Director of the Company.

Re-appointment of Auditors

To re-appoint Deloitte LLP as the Auditors of the Company from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid.

Remuneration of Auditors

To authorise the Audit Committee (on behalf of the Board) to determine the remuneration of the Auditors.

AS SPECIAL BUSINESS:

Political Donations

1. To authorise the Company and all companies that are its subsidiaries at any time during the period for which this resolution has effect for the purposes of section 366 of the Companies Act 2006 ("CA 2006") to:
2. (i) make political donations to political parties or independent election candidates (as such terms are defined in sections 363 and 364 of the CA 2006), not exceeding £100,000 in aggregate;
3. (ii) make political donations to political organisations other than political parties (as such terms are defined in sections 363 and 364 of the CA 2006), not exceeding £100,000 in aggregate; and
4. (iii) incur political expenditure (as such term is defined in section 365 of the CA 2006), not exceeding £100,000 in aggregate,

during the period beginning with the date of the passing of this resolution and ending on the earlier of the conclusion of the next AGM of the Company or 9 August 2026, unless previously renewed, varied or revoked by the Company in general meeting, provided that the maximum amounts referred to in (i), (ii) and (iii) may comprise sums in different currencies which shall be converted at such rate as the Board may in its absolute discretion determine to be appropriate.

Approval of the 2025 DFSS

18. That:

(a) the rules of the Admiral Group plc 2025 Discretionary Free Share Scheme ("2025 DFSS"), the principal terms of which are summarised in Appendix 2 of this Notice, and produced in draft to the meeting, be and are hereby approved and the Directors be authorised to do all acts which they may consider necessary or desirable to establish the 2025 DFSS and carry it into effect; and
(b) the Directors be and are hereby authorised to establish such further schemes based on the 2025 DFSS as they consider necessary or desirable but which have been modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any ordinary shares of the Company made available under such further schemes shall be treated as counting against any individual or overall limits contained in the 2025 DFSS;
(c) it is authorised to add to the 2025 DFSS new sub-plan(s) (the "French Sub-Plan(s)") to apply to participants resident in France within the mandatory conditions described below in Appendix 2;
(d) the Board or a duly authorised committee are hereby authorised, for a period of 76 months maximum from the date of approval of this resolution, (i) to grant new/existing free shares, including qualified restricted shares of the Company under the French-Sub-Plan(s) in accordance with its provisions and with those of Articles L225-197 et seq. of the French Commercial Code, and in particular with the requirement that the aggregate number of free shares thus granted not exceed 10% of the Company's share capital as the date of their grant (the "Grant Date"), and (ii) to do all such other acts as are required to administer the French Sub-Plan(s); and
(e) this authorisation cancels any other prior authorisation and the application of any previously existing French Sub-Plan.

Authority to Allot Shares

1. That, in substitution for all existing authorities, the Directors be generally and unconditionally authorised in accordance with section 551 of the CA 2006 to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company:
2. (i) up to an aggregate nominal amount of £102,101.56; and
3. (ii) comprising equity securities (as defined in section 560(1) of the CA 2006) up to a further aggregate nominal amount of £102,101.56 in connection with an offer by way of a rights issue,

provided that the authorities conferred by sub paragraphs (i) and (ii) above shall expire (unless previously renewed, varied or revoked by the Company in general meeting) at the earlier of the conclusion of the next AGM of the Company after the date of the passing of this resolution or 9 August 2026, but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority expires and the Directors may allot shares or grant such rights under any such offer or agreement as if the authority had not expired. References in this Resolution 19 to the nominal amount of rights to subscribe for or to convert any security into shares (including where such rights are referred to as equity securities as defined in section 560(1) of the CA 2006) are to the nominal amount of shares that may be allotted pursuant to the rights.

For the purposes of this Resolution 19 "rights issue" means an offer to:

(a) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
(b) holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary,

to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, including an offer to which the Directors may impose any limits or restrictions or make any other arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.

Disapplication of pre-emption rights

1. That, in substitution for all existing authorities and subject to the passing of Resolution 19, the Directors be generally empowered pursuant to section 570 of the CA 2006 to allot equity securities (as defined in section 560(1) of the CA 2006) for cash pursuant to the authority granted by Resolution 19 and/or pursuant to section 573 of the CA 2006 to sell ordinary shares held by the Company as treasury shares for cash, in each case free of the restriction in section 561 of the CA 2006, such authority to be limited:
2. (i) to the allotment of equity securities and/or sale of treasury shares for cash in connection with an offer of equity securities (but in the case of an allotment pursuant to the authority granted by paragraph (ii) of Resolution 19, by way of a rights issue only):
  - (a) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
  - (b) to holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary, and so that the Directors may impose any limits or restrictions or make any other arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter;
3. (ii) to the allotment of equity securities and/or sale of treasury shares for cash (in each case otherwise than in the circumstances set out in paragraph (i) of this Resolution 20) up to a nominal amount of £30,630.47, (calculated, in the case of equity securities which are rights to subscribe for, or to convert securities into, ordinary shares by reference to the aggregate nominal amount of relevant shares which may be allotted pursuant to such rights); and
4. (iii) to the allotment of equity securities and/or sale of treasury shares (in each case otherwise than in the circumstances set out in paragraph (i) or paragraph (ii) of this Resolution 20) up to a nominal amount equal to 20 per cent. of any allotment of equity securities and/or sale of treasury shares from time to time under paragraph (ii) of this Resolution 20, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice, such authority to apply until the earlier of the conclusion of the next AGM of the Company or 9 August 2026, unless previously renewed, varied or revoked by the Company in general meeting but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might, require equity securities to be allotted (and/ or treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the authority had not expired.

For the purpose of this Resolution 20, "rights issue" has the same meaning as in Resolution 19 above.

1. That, in addition to any authority granted under Resolution 20, and subject to the passing of Resolution 19, the Directors be generally empowered pursuant to section 570 of the CA 2006 to allot equity securities (as defined in section 560(1) of the CA 2006) for cash pursuant to the authority granted by Resolution 19 and/or pursuant to section 573 of the CA 2006 to sell ordinary shares held by the Company as treasury shares for cash, in each case free of the restriction in section 561 of the CA 2006, such authority to be limited:
2. (i) to the allotment of equity securities and/or sale of treasury shares for cash up to a nominal amount of £30,630.47, (calculated, in the case of equity securities which are rights to subscribe for, or to convert securities into, ordinary shares by reference to the aggregate nominal amount of relevant shares which may be allotted pursuant to such rights), such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Directors of the Company determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice; and
3. (ii) to the allotment of equity securities and/or sale of treasury shares for cash (in each case otherwise than under paragraph (i) of this Resolution 21) up to a nominal amount equal to 20 per cent. of any allotment of equity securities and/or sale of treasury shares from time to time under paragraph (i) of this Resolution 21, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,

such authority to apply until the earlier of the conclusion of the next AGM of the Company or 9 August 2026 unless previously renewed, varied or revoked by the Company in general meeting but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might, require equity securities to be allotted (and/or treasury shares to be sold) after the authority expires and the Directors of the Company may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the authority conferred hereby had not expired.

Market purchases

1. That the Company be generally and unconditionally authorised, pursuant to and in accordance with Section 701 of the CA 2006, to make one or more market purchases (within the meaning of section 693(4) of the CA 2006) of ordinary shares of 0.1p in the capital of the Company (ordinary shares) provided that:
2. (i) the maximum aggregate number of ordinary shares authorised to be purchased is 15,315,233 (representing 5 per cent. of the issued ordinary share capital);
3. (ii) the minimum price (excluding expenses) which may be paid for an ordinary share is the nominal value of such share;
4. (iii) the maximum price (excluding expenses) which may be paid for an ordinary share shall be the higher of (1) an amount equal to 105 per cent. of the average of the middle market quotations for an ordinary share as derived from The London Stock Exchange Daily Official List for the 5 business days immediately preceding the day on which that ordinary share is purchased and (2) the higher of the price of the last independent trade and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out;
5. (iv) this authority expires at the earlier of the conclusion of the next AGM of the Company or 9 August 2026; and
6. (v) the Company may make a contract to purchase ordinary shares under this authority before the expiry of the authority which will or may be executed wholly or partly after the expiry of the authority and may make a purchase of ordinary shares in pursuance of any such contract.

Notice of general meetings

That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

BY ORDER OF THE BOARD REGISTERED OFFICE

Dan Caunt	Tŷ Admiral, David Street
Company Secretary	Cardiff, CF10 2EH
31 March 2025	Registered No. 03849958

Notes to the Notice of Annual General Meeting.

The following notes explain your general rights as a shareholder and your rights to attend and vote at the AGM or to appoint someone else to vote on your behalf. Shareholders are strongly encouraged to vote on the resolutions in advance of the AGM by appointing a proxy, and to consider appointing "the Chair of the meeting" as their proxy even if they intend to attend the AGM in person.

Members who are entitled to attend and vote at the AGM are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A shareholder may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company.

You can appoint a proxy by:

logging onto www.admiral-shareholder.co.uk and submitting your proxy appointment and votes online by following the instructions. If you have not previously done so, you will need to register. To do this you will need your investor code detailed on your share certificate; or
via the VOTE+ app. VOTE+ is a free app for smartphone and tablet provided by MUFG Corporate Markets (the Company's registrar). It offers shareholders the option to submit a proxy appointment quickly and easily online, as well as real-time access to their shareholding records; or
if you are a CREST member, submitting a proxy appointment electronically by using the CREST voting service (in accordance with the notes below); or
if you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform,

and in each case instructions must be received by no later than 12:30 pm on Wednesday, 7 May 2025, being not less than 48 hours before the time of the meeting.

The proxy appointment and any power of attorney or other authority under which the proxy appointment is made must be received by MUFG Corporate Markets not less than 48 hours before the time for holding the meeting or adjourned meeting or (in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting) for the taking of the poll at which it is to be used. Please note that any electronic communication sent to the Company or to MUFG Corporate Markets that is found to contain a computer virus will not be accepted and that a proxy form lodged electronically will be invalid unless it is lodged at the electronic address specified above. The use of the internet service in connection with the AGM is governed by MUFG Corporate Markers' conditions of use set out on the website www.admiral-shareholder.co.uk and may be read by logging on to that site. If you want to appoint more than one proxy (electronically or otherwise), please contact MUFG Corporate Markets via email at [email protected] or on 0371 664 0300. If you are outside the United Kingdom, please call +44 (0) 371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 – 17:30, Monday to Friday excluding public holidays in England and Wales.

VOTE+ is a free app for smartphone and tablet provided by MUFG Corporate Markets (the Company's registrar). It offers shareholders the option to submit a proxy appointment quickly and easily online, as well as real-time access to their shareholding records. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below.

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM and any adjournment thereof by using the procedures described in the CREST Manual on the Euroclear website (www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s) should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment, or instruction, made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual on the Euroclear website (www.euroclear.com). The message, regardless of whether it relates to the appointment of a proxy or to an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA10) by the latest time(s) for receipt of proxy appointments specified in the Notice of Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) of the Uncertificated Securities Regulations 2001.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy instructions. It is therefore the responsibility of the CREST member concerned (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s)), to procure that their CREST sponsor or voting service provider(s) to take such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The right of shareholders to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with section 146 of the CA 2006 ("Nominated Persons"). Nominated Persons may have a right under an agreement with the registered shareholder who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if Nominated Persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.

Nominated Persons should also remember that their main point of contact in terms of their investment in the Company remains the member who nominated the Nominated Person to enjoy information rights (or, perhaps the custodian or broker who administers the investment on their behalf). Nominated Persons should continue to contact that member, custodian or broker (and not the Company) regarding any changes or queries relating to the Nominated Person's personal details and interest in the Company (including any administrative matter). The only exception to this is where the Company expressly requests a response from a Nominated Person.

1. Members will not receive a Form of Proxy in the post. Members may request a hard copy proxy form directly from the registrars, MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds, LS1 4DL, who can be contacted via email at [email protected] or on 0371 664 0300. If you are outside the United Kingdom, please call +44 (0) 371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 – 17:30, Monday to Friday excluding public holidays in England and Wales.
1. If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 12:30 pm on Wednesday, 7 May 2025 in order to be considered valid or, if the meeting is adjourned, by the time which is 48 hours before the time of the adjourned meeting. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.
1. The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in paragraph 1 above) or appointing a proxy via Proxymity will not prevent a shareholder from attending the meeting and voting in person if they wish to do so.
1. Unless otherwise indicated on the Form of Proxy, CREST, Proxymity or any other electronic voting instruction, the proxy will vote as they think fit or, at their discretion or withhold from voting.
1. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
1. Pursuant to Regulation 41(1) of the Uncertificated Securities Regulations 2001 and for the purposes of section 360B of the CA 2006, in order to be able to attend and vote at the AGM or any adjourned meeting, (and also for the purposes of calculating how many votes a person may cast), a person must have their name entered on the register of members of the Company by 6:00 pm on Wednesday, 7 May 2025 (or 6:00 pm on the date two days before any adjourned meeting). Changes to entries on the register of members after this time shall be disregarded in determining the rights of any person to attend or vote at the meeting.
1. As at 24 March 2025, being the last business day prior to the printing of this Notice, the Company's issued capital consisted of 306,304,676 Ordinary Shares carrying one vote each. The Company holds no shares in treasury. Therefore, the total voting rights in the Company as at 24 March 2025 are 306,304,676.
1. Under section 527 of the CA 2006, members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to:
2. (i) the audit of the Company's accounts (including the Auditor's report and the conduct of the audit) that are to be laid before the meeting; or
3. (ii) any circumstance connected with an Auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the CA 2006.

The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the CA 2006. Where the Company is required to place a statement on a website under section 527 of the CA 2006, it must forward the statement to the Company's Auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the meeting includes any statement that the Company has been required under section 527 of the CA 2006 to publish on a website.

1. Any member attending the meeting has the right to ask questions. The Company must cause to be answered any question relating to the business being dealt with at the meeting put by a member attending the meeting. However, members should note that no answer need be given in the following circumstances:
2. (i) if to do so would interfere unduly with the preparation of the meeting or would involve a disclosure of confidential information;
3. (ii) if the answer has already been given on a website in the form of an answer to a question; or
4. (iii) if it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
For those not attending the AGM in person, we once again intend to live stream the AGM. This year Microsoft Teams will be used to live stream the AGM and to enable questions relating to the proposed AGM resolutions to be submitted during the meeting. Shareholders are invited to log in to the AGM to watch the proceedings and ask questions. In order to participate in the AGM, shareholders will need to register by no later than 5:00 pm on 2 May 2025 via a link that will be published on the Company's website (www.admiralgroup.co.uk/ investor-relations/agm) closer to the date of the AGM.

Shareholders will not be able to vote on the resolutions being proposed via these facilities and therefore it is important that shareholders do still cast their votes and submit a proxy appointment in accordance with the recommendations above and instructions set out on pages 9 to 11 of this document.

During the meeting, shareholders participating through the Microsoft Teams live stream may submit questions via the chat function on Microsoft Teams. Questions received via the chat function will be moderated before being sent to the Chair of the meeting to avoid repetition and to ensure the smooth running of the meeting. Questions submitted will be answered during the meeting. Should a shareholder question not be answered during the meeting a written response will be provided following the meeting. Should multiple questions on the same topic be received, the Chair of the meeting may choose to provide a single answer to address questions on the same topic.

Microsoft Teams is available to download on both the Apple App Store and Google Play or by visiting https://www.microsoft.com/ en-gb/microsoft-teams/free

1. To further support engagement with our shareholders, shareholders may also submit questions to the Board in advance of the AGM. Pre-submitted questions can be sent to the Company's investor relations team (investorrelationssupport@ admiralgroup.co.uk) by no later than 5:00 pm on Thursday 1 May 2025 and written responses will be provided.
1. Voting at the meeting on all resolutions will be conducted by way of a poll rather than a show of hands. The Company considers this to be a more transparent method of voting as member votes will be counted according to the number of shares held. As soon as practicable following the meeting, the results of the voting at the meeting and the number of proxy votes cast for and against and the number of votes actively withheld in respect of each of the resolutions proposed at the meeting will be announced via a Regulatory Information Service and also placed on the Company's website www.admiralgroup.co.uk.
1. In accordance with section 311A of the CA 2006, this Notice, together with information about the total numbers of shares in the Company in respect of which members are entitled to exercise voting rights at the meeting as at 24 March 2025 (being the last business day prior to the printing of this Notice) and, if applicable, any members' statements, members' resolutions or members' matters of business received by the Company after the date of this Notice, will be available on the Company's website www.admiralgroup.co.uk.
1. Any electronic address provided either in this Notice or in any related documents (including the Form of Proxy) may not be used to communicate with the Company for any purposes other than those expressly stated.
1. Biographical details of the Directors are shown at the end of this Notice and in the Annual Report and Accounts at pages 101 to 106 for all existing Directors.
1. The following documents will be available on the Company's website www.admiralgroup.co.uk/investor-relations and for inspection at the registered office of the Company during normal business hours, Monday to Friday (public holidays excepted), until the time of the meeting and at the meeting venue for at least 15 minutes prior to the start of the meeting until the end of the meeting:
2. Copies of the letters of appointment of the Non-Executive Directors; and
3. Copies of the service contracts of the Executive Directors.
1. The rules of the Admiral Group plc 2025 Discretionary Free Share Scheme will be available at the meeting venue for at least 15 minutes prior to the meeting until the end of the meeting and on the national storage mechanism (accessible at https://data. fca.org.uk/#/nsm/nationalstoragemechanism) from the date of this Notice.
1. We do not permit behaviour that may interfere with anyone's security, comfort or safety or the good order of the meeting and any such behaviour will be dealt with appropriately by the Chair of the AGM. Anyone who does not comply may be removed from the meeting.
1. All references to time in this document are to London times.

Appendix 1 Directors Biographies MIKE ROGERS

Chair

Chair of the Nomination and Governance Committee

Current Appointments

Chair of Experian plc

Background and experience

Mike was Group Chief Executive Officer of LV= Group from 2006 until 2016, during which time he grew the organisation into a significant player in the life and general insurance market. Before that, Mike was with Barclays plc for more than 20 years, holding a number of senior roles, most recently as Managing Director, UK Retail Banking. Mike was previously a Non-Executive Director of NatWest Group plc (where he Chaired its Group Sustainable Banking Committee and sat on the Group Performance and Remuneration Committee). He was also previously a Non-Executive Director of the Association of British Insurers and Chair of Aegon UK.

Appointed

Appointed as Chair of the Board on 27 April 2023

Contributions and reasons for appointment

Mike was appointed as Chair of the Board based on his wide business, insurance and financial services knowledge and on his ability to impact the strategic direction of Admiral. Mike has over 30 years of international financial services experience holding the senior positions described above. Mike also has a wealth of Board experience, he is currently Chair of Experian plc, and stepped down as Non-Executive Director of NatWest Group plc immediately prior to joining Admiral. Mike's recent and relevant background and experience, and the skills he has developed over his significant and distinguished career made him the ideal choice as Chair to lead Admiral Board and business through the next stage of its evolution.

MILENA MONDINI DE FOCATIIS

Chief Executive Officer (CEO)

Current Appointments

Admiral Insurance Company Limited Board member (an Admiral Group subsidiary)

Able Insurance Services Limited Board member (an Admiral Group subsidiary)

Mentor for A-Road, Growth Capital

Background and experience

Milena joined Admiral in 2007 and was appointed CEO in January 2021. She has been a member of the leadership team throughout her time at Admiral, has extensive experience of the Group's operations and has attended and actively contributed at Board meetings as an observer since 2011. Her previous roles included being Head of UK and European Insurance and CEO of ConTe. it, Admiral's Italian insurance business which she founded in 2008. Before joining Admiral, Milena worked as a management consultant for Bain & Co and Accenture. She holds an MBA from INSEAD and a degree in Telecommunication Engineering from Università degli Studi di Napoli Federico II.

Appointed

Appointed to the Board in August 2020 and became CEO on 1 January 2021

Contributions and reasons for appointment

Milena leads a very strong and experienced management team and is an effective CEO who continues to build an even stronger Admiral for the future. In 2023 Milena was awarded the Best Leader of a Big Company at the 2023 Best Companies Awards.

GERAINT JONES

Chief Financial Officer (CFO)

Current Appointments

Admiral Financial Services Limited Board member (an Admiral Group subsidiary)

Admiral Insurance (Gibraltar) Limited Board member (an Admiral Group subsidiary)

Trustee and member of the Finance and Audit Committee of the Wales Millennium Centre

Finance, Audit and Risk Committee member at the Football Association of Wales

Background and experience

Geraint joined Admiral in 2002 and held several senior finance positions including Head of Finance, before being promoted to Deputy CFO in January 2012 and CFO in August 2014. Geraint is responsible for finance, investments and investor relations.

A Fellow of the Institute of Chartered Accountants in England and Wales, Geraint spent the early part of his career as an external auditor at Ernst & Young and KPMG.

Appointed

Appointed in August 2014

Contributions and reasons for appointment

Geraint has worked for Admiral for 20 years and has been Group CFO for ten years. He has a deep understanding of the Group's businesses and strategy, which, together with his significant financial and accounting experience and broad range of skills and commercial expertise, makes him a valuable contributor both to the Board and the wider Group. Geraint is also able to use his financial and accounting experience to provide insight into the Group's financial reporting and risk management reporting processes.

EVELYN BOURKE

Non-Executive Director

Audit Committee member

Current Appointments

Non-Executive Director, Chair of the Audit and Risk Committee and member of the Nomination Committee at Marks and Spencer Group Plc

Non-Executive Director, member of the Nominations Committee, Sustainability Committee, Remuneration Committee, Workforce engagement NED at Bank of Ireland Group Plc, (retired from these positions on 31 December 2024)

Non-Executive Director, Senior Independent Director, member of Audit Committee and Nominations Committee at AJ Bell Plc

Chair of GenisesCare UK Limited and Non-Executive Director of GenesisCare Cayman Holdings

Director of Gatcombe Court and Highgrove Court Management Company Limited

Background and experience

Evelyn was Bupa Group's CFO between 2012 and 2016, before becoming Bupa's Group Chief Executive Officer from 2016 to 2020. Evelyn has held several senior leadership roles during her career including Chief Commercial Officer at Friends Life UK (2011 - 2012), CFO at Friends Provident (2009 – 2010), CFO at Standard Life Assurance (2006 -2008), and CEO at Chase de Vere (2004). Evelyn is a qualified actuary and holds an MBA from London Business School.

Appointed

Appointed in April 2021

Contributions and reasons for appointment

Evelyn brings valuable general management, finance and strategy experience from life and health insurance, internationally.

She complements and enhances the range of skills currently on the Board. Evelyn has held several leadership positions in financial services organisations and has the appropriate skills, knowledge and experience to perform her role as a Non-Executive Director. Through her recent and relevant financial experience, Evelyn is able to effectively challenge management on the financial reporting matters which come before the Audit Committee.

MIKE BRIERLEY

Non-Executive Director

Audit Committee member

Remuneration Committee member

Current Appointments

Chair of Admiral Financial Services Limited (Admiral Money) (an Admiral Group subsidiary)

Director, Trustee and Chair of Finance and Risk Committee of the Rose Theatre Trust

Non-Executive Director and Chair of Audit Committee and Risk and Compliance Committee at Alpha Bank London Limited

Background and experience

Mike was CFO of Metro Bank Plc between 2009 and 2018, helping lead the business from start-up to listing on the London Stock Exchange and profitability. He spent seven years at Capital One Europe in various roles including CFO Europe, CFO UK and Chief Risk Officer Europe.

He has also served as CFO for Royal Trust Bank, Financial Controller at Industrial Bank of Japan (London Branch), Director Business Risk at Barclaycard and was co-founder, Deputy Managing Director and CFO of Gentra Limited. Mike is a Fellow of the Institute of Chartered Accountants in England and Wales.

Appointed

Appointed in October 2018

Contributions and reasons for appointment

Mike brings a depth of knowledge from working at senior levels across multiple financial services sectors, jurisdictions and markets. As a result of his extensive financial and commercial experience, Mike is able to contribute effectively as a Non-Executive Director, and in his role as a member of the Audit, Investment and Remuneration Committees. Through his recent and relevant financial experience, he is able to effectively challenge management on the financial reporting and internal control matters that come before the Audit Committee.

Mike demonstrates full commitment to the responsibilities that go with his Board and Committee roles and offers appropriate challenge and guidance in respect of the matters considered in these forums.

ANDY CROSSLEY

Non-Executive Director

Group Risk Committee Chair

Senior Independent Director (effective 18 June 2025)

Nomination and Governance Committee member (effective 18 June 2025)

Current Appointments

Chair of EUI Limited (an Admiral Group subsidiary)

Non-Executive Director, member of Remuneration Committee, Risk Committee and Chair of Audit Committee at Vitality Health Ltd (Vitality Health Ltd, Vitality Life Ltd, Vitality Corporate Services Ltd) and Senior Independent Director of Vitality Life Ltd

Background and experience

Chair of EUI Limited (an Admiral Group subsidiary)

Appointed

Appointed in February 2018

Background and experience

Andy was CFO at Domestic & General Group from 2014 to 2017. He spent 14 years at Prudential Plc from 2000 as Director, Group Finance; Group Chief Risk Officer; and CFO and Deputy Chief Executive of Prudential UK. He previously held senior manager roles at Legal & General Group Plc, where he was Group Financial Controller, and Lloyds Bank Plc. Andy is a Fellow of the Institute of Chartered Accountants in England and Wales.

Contributions and reasons for appointment

Andy has held a variety of senior roles relating to financial planning, strategy and risk across UK financial services. He has a wealth of commercial and financial experience and provides progressive insights to the matters that come before the Board. Andy is a valuable contributor to the Board and as a member of the Group Risk Committee (of which he is Chair).

KAREN GREEN

Non-Executive Director

Remuneration Committee Chair

Group Risk Committee member

Current Appointments

Non-Executive Director, Senior Independent Director and Chair of the Sustainability Committee, member of the Nominations, Remuneration and Risk Committees Phoenix Group Holdings plc

Non-Executive Director, and Risk and Audit Committee Chair and member of the Remuneration Committee of Miller Insurance Services LLP and Ben Nevis Clean Co Ltd

Non-Executive Director, Senior Independent Director designate (effective 4 April 2025), member of the Audit, Nomination and Remuneration Committees, Great Portland Estates plc

Board member and Audit Committee Chair of the TMF Group (Tucano Holdings Jersey Ltd).

Charity Trusteeship, Member of the Audit Committee Wellbeing of Women

Advisor role for an Insurtech, Cytora Limited

Background and experience

Karen Green is the former CEO of Aspen UK. Other senior Aspen positions included Group Head of Strategy, Corporate Development, Office of the Group CEO and she was a member of the Group Executive Committee for 12 years. Prior to that, she held various corporate finance, M&A and private equity roles at GE Capital Europe and Stone Point Capital having started her career in investment banking at Baring Brothers and Schroders.

Appointed

Appointed in December 2018

Contributions and reasons for appointment

Karen has substantial financial services experience and has a deep understanding of insurance and reinsurance. Karen also has a strong background in strategic planning and corporate development and her experience of sitting on remuneration committees of other businesses means that she is well placed to be the Chair of Admiral's Remuneration Committee.

FIONA MULDOON

Non-Executive Director

Audit Committee Chair

Group Risk Committee member (effective 28 April 2025)

Current Appointments

Non-Executive Director, Chair of the Risk Committee and member of the Audit Committee at Beazley plc

Chair of Sretaw PE DAC

Background and experience

Fiona has thirty years' experience in the insurance industry. Fiona was the CEO of FBD Holdings plc, a listed general insurer in Ireland, from 2015 to 2020. Prior to that Fiona was Director of Credit Institutions and Insurance Supervision at the Central Bank of Ireland, the Irish regulator. Fiona spent 17 years of her career with XL group in various progressively senior finance and general management positions, in Dublin, London, and Bermuda. She is a Fellow of the Institute of Chartered Accountants in Ireland.

Appointed

Appointed in October 2023

Contributions and reasons for appointment

Fiona has acquired extensive experience of the insurance sector during her career in financial services. Fiona has built a compelling portfolio in the financial services sector, demonstrating an ability to leverage her financial and commercial skills to make a useful contribution to board discussions. Fiona's background and experience means that she has the relevant financial and industry expertise to be Chair of the Audit Committee. She demonstrates the commitment required to discharge effectively the responsibilities attached to this role and to challenge management on the Group's financial reporting and risk management processes.

JAYAPRAKASA RANGASWAMI

Non-Executive Director

Group Risk Committee member

Current Appointments

Non-Executive Director and member of Remuneration Committee (joint with both Allfunds entities) of Allfunds Bank SA and Allfunds Group Plc

Non-Executive Director and member of Remuneration and Nominations, Audit and Risk Committees at Daily Mail and General Trust Plc (DMGT)

Board Member and Chair of Quarterly Security Forum of Harmsworth Media

Non-Executive Director and member of Audit Committee, Human Resources and Remuneration Committee and Chair, Sustainability, and Innovation Committee of National Bank of Greece S.A.

Member and Chair, Business Development Committee, Board of Trustees, Cumberland Lodge

Member, Board of Trustees, Web Science Trust

Background and experience

Jayaprakasa Rangaswami (JP) has a wealth of large-scale IT operational experience gained through his roles as Chief Information Officer (CIO) with Dresdner Kleinwort (2001 to 2006) and Managing Director/Chief Scientist at BT Group (2006 to 2010). JP has also been Chief Scientist with Salesforce (a US cloud- based software company) (2010 to 2014) and was Chief Data Officer (CDO) and Group Head of Innovation with Deutsche Bank (2015 to 2018). JP is also a former global CIO of the Year as well as European Innovator of the Year.

Appointed

Appointed in April 2020

Contributions and reasons for appointment

JP brings a wide range of IT skills and digital experience which helps to complement and enhance the existing skills around the Board table. He has operated in financial services for over 10 years and understands the challenges of working in a regulated environment. He is also able to effectively contribute to the Board debate and demonstrates full commitment to the role. JP is also a member of the Group Risk Committee, a role for which he has the relevant experience and capability.

BILL ROBERTS

Non-Executive Director

Nomination and Governance Committee member

Current Appointments

Independent Non-Executive Director Elephant Insurance Company (EIC) (an Admiral Group subsidiary)

Background and experience

Bill Roberts has a wealth of insurance, underwriting and marketing experience gained during his time at US insurer, GEICO, which he joined in 1984. Whilst at GEICO, Bill held several Executive appointments, including COO and President and CEO for all GEICO Insurance Companies, a position he held from 2018 until he was promoted to Vice Chairman, GEICO Insurance Companies in 2020. Bill held this role until he retired from GEICO in December 2020.

Appointed

Appointed in June 2021

Contributions and reasons for appointment

Bill brings valuable insurance experience and insight on the US insurance market having held several senior Executive positions with US insurer, GEICO. Bill contributes and challenges effectively on the matters that come before the Board. His extensive US insurance experience and insight is of specific value to the Group's US businesses as they seek to continue to develop and grow.

Bill does not currently have any other Executive or Non-Executive Director commitments outside the Group that would impact the time commitment requirements for his roles as a Non-Executive Director and member of the Nomination and Governance Committee.

JUSTINE ROBERTS, CBE

Non-Executive Director

Remuneration Committee Member

Nominations and Governance Committee Member

Senior Independent Director

(the above positions are effective until 18 June 2025)

Current Appointments

CEO & Founder, Mumsnet.com & Gransnet.com

Non-Executive Director of The Open Data Institute

Non-Executive Director, and Chair of Remuneration Committee of English Football League

Background and experience

Justine founded Mumsnet in 2000 and is responsible for creation, strategic direction and overall leadership. In May 2011, Justine founded Gransnet, a sister site to Mumsnet, for the over-50s. Before that Justine was a freelance football and cricket journalist for the Times and Daily Telegraph, after working for Warburgs and Deutsche Bank as an economist, strategist and head of South African Equities in New York.

Appointed

Appointed in June 2016

Contributions and reasons for appointment

As CEO of the successful Mumsnet and Gransnet brands, Justine has strong digital and customer experience insights that she is able to bring to the Board decision making process. Justine also has a strong background in driving change through digital capabilities and brings a fresh and insightful perspective to the matters for consideration by the Board. Justine is also an effective member of the Nomination and Governance, and Remuneration Committees and demonstrates full commitment to those roles, as well as performing the role of Senior Independent Director.

Appendix 2 Summary of the principal terms of the Admiral Group plc 2025 Discretionary Free Share Scheme

The Company's existing discretionary share plan will expire in April 2025. The Company is seeking approval of a replacement plan, the Company's 2025 Discretionary Free Share Scheme (the "2025 DFSS") in relation to future awards. It is currently anticipated that awards will be granted under the 2025 DFSS as long term incentives to approximately 4,600 employees in the UK and overseas including the executive directors of the Company. In addition it is intended to award shares to overseas employees under the 2025 DFSS as free share awards (as equivalent as practicable to the free shares granted to UK employees under the Admiral Group plc Approved Share Incentive Plan ("SIP")). Currently there are approximately 5,500 overseas employees this will apply to.

The principal features of the 2025 DFSS are summarised below.

1. Status

(a) The 2025 DFSS is a discretionary share plan. Under the 2025 DFSS, the remuneration committee (the "RemCo") may, within certain limits and subject to any applicable performance conditions, grant to eligible employees awards ("Awards") over ordinary shares of the Company ("Shares"). Awards may take the form of (i) conditional awards (i.e. conditional rights to acquire Shares ("Conditional Awards") and/or (ii) options over Shares ("Options") and/or (iii) Shares which are subject to restrictions and the risk of forfeiture ("Restricted Shares").
(b) The 2025 DFSS has six sub-plans, as summarised below.
(c) A sub-plan (the "CSOP Sub-plan") permits the grant of options ("CSOP Options") over Shares meeting the requirements of a company share option plan ("CSOP") for the purposes of the Income Tax (Earnings and Pensions) Act 2003. The provisions of the 2025 DFSS apply to CSOP Options subject to and insofar as permitted by the applicable requirements of the CSOP legislation.
(d) A sub-plan (the "Phantom Sub-plan") which permits the grant of options or conditional awards settled in cash ("Phantom Awards"). The provisions of the 2025 DFSS apply to Phantom Awards with appropriate adjustment. No payment is required for the grant of a Phantom Award. It is intended that Phantom Awards will only be granted where it is impractical to grant awards over Shares, for example because of overseas securities laws.
(e) A sub-plan (the "Deferred Bonus Sub-plan") which permits the grant Awards representing the deferral of part or all of an employee's annual bonus ("Deferred Bonus Awards"). The provisions of the 2025 DFSS apply to Deferred Bonus Awards, with certain modifications as outlined below.
(f) The French Sub-plan(s) which permit(s) the grant of Restricted Shares Awards without consideration of the DFSS 2025 to eligible participants in France under French tax provisions for qualified free shares.
(g) The French Sub-Plan(s) are strictly governed by the Articles L.225-197-1 to L.225-197-5 of the French Commercial Code involving the following mandatory characteristics:
- (i) The total number of existing and/or new shares in the Company that may be freely granted under the French Sub-Plan(s) cannot represent more than 10% of the Company's share capital as at the date of their grant (the "Grant Date"),
- (ii) The beneficiaries shall be employees of the French Entity(ies) (the "Beneficiaries") related to the Company
(iii) Each Beneficiary cannot hold more than 10% of the capital of the Company and a specific allocation of Restricted Shares cannot have the effect of exceeding the aforementioned percentage, it being specified that only securities of the Company held directly by the Beneficiary concerned for less than 7 years are included in this percentage.
(iv) For each grant decision by the Board, the mandatory period after which the share grant will be definitive (the "Vesting Period") is of three (3) years starting from the share Grant Date.
(v) There is no legal period at the end of the Vesting Period during which the shares are not transferable (the "Holding Period"),
(vi) The Board or a duly authorised committee is hereby authorised, for a period of 76 months maximum from the date of approval of the AGM's resolution to grant such Restricted Shares Awards.
(vii)Possibility of the accelerating Vesting Period in case of invalidity of the Beneficiary.
(h) A sub-plan applicable to US participants to take account of US tax legislation applicable to Awards.
(i) References to Awards in this Appendix 2 include CSOP Options, Phantom Awards, Deferred Bonus Awards except where the context otherwise requires.

2. Eligibility

(a) All employees of the Company and its subsidiaries (the "Group") are eligible for selection to participate in the 2025 DFSS at the discretion of the RemCo, provided that (unless the RemCo determines otherwise) they have not given or received notice of termination.
(b) In addition, in the case of a Deferred Bonus Award, the RemCo may at its absolute discretion grant a Deferred Bonus Award to an individual who was an employee of the Group during the financial year to which the relevant bonus relates.

3. Grant of Awards

(a) The RemCo may grant Awards over Shares to eligible individuals. An Award (other than a Deferred Share Bonus Award) granted to an eligible individual may not exceed 500% of that individual's annual remuneration. Annual remuneration for these purposes means the higher of (i) basic salary paid by the Group expressed as an annual rate as at the Award grant date; and (ii) basic salary paid by the Group for the period of 12 months ending on the last day of the month immediately preceding the month in which the Award grant date falls. This limit shall not apply to an Award granted to an individual which replaces elements of remuneration forfeited by the individual on leaving a previous employment in order to take up employment with a member of the Group. For Deferred Bonus Awards, the RemCo may defer such proportion of an individual's annual bonus as it determines into a Deferred Bonus Award over Shares.
(b) The CSOP Sub-plan permits the grant of CSOP Options over Shares with a total market value of up to the permitted individual limit from time to time applying to options granted under a CSOP (currently £60,000). The exercise price payable for each Share subject to a CSOP Option shall be determined by the RemCo and shall not be less than the market value of a Share determined in accordance with the requirements of the applicable CSOP legislation.
(c) Awards may be granted during the 42 days beginning on: (i) the date of shareholder approval of the 2025 DFSS, (ii) the day after the announcement of the Company's results for any period; (iii) any day on which the RemCo determines that circumstances are sufficiently exceptional to justify the making of the Award at that time; or (iv) the day after the lifting of any dealing restrictions applicable during the periods set out in (i) to (iii). However, no Awards may be granted more than ten years from the date when the 2025 DFSS is approved by shareholders.

4. Performance and other conditions

(a) The RemCo may impose performance conditions on the vesting of Awards. Where performance conditions are specified for Awards, the underlying measurement period for such conditions will ordinarily be three years.
(b) Any performance conditions applying to Awards may be varied, substituted or waived if the RemCo considers it appropriate, provided the RemCo considers that the new performance conditions are reasonable, produce a fairer measure of performance and are not materially less difficult to satisfy than the original conditions.
(c) The RemCo may also impose other conditions on the vesting of Awards.
(d) The RemCo retains discretion to adjust the level of vesting of Awards (other than Deferred Bonus Awards) upwards or downwards if in its opinion the level of vesting resulting from the application of any applicable performance conditions is not a fair and accurate reflection of business performance or the participant's personal performance and/or there are any other factors which the RemCo considers make it appropriate to make an adjustment.

5. Malus

The RemCo may determine on the grant of an Award that a term of the Award shall be that malus shall apply to that Award. Where malus applies, the RemCo may decide, at any time prior to the vesting of Awards, that the number of Shares subject to an Award shall be reduced (including to nil) on such basis that the RemCo in its discretion considers to be fair and reasonable, in line with the Admiral Group Malus and Clawback Framework ("Malus and Clawback Framework") as amended from time to time. Events which may lead to the application of malus are set out in the Malus and Clawback Framework and include material financial misstatement, responsibility for conduct which results in significant losses, material failure of risk management, misconduct, reputational damage, and corporate failure.

6. Vesting and exercise

Awards will normally vest, and Options and CSOP Options will normally become exercisable, on the third anniversary of the date of grant of the Award to the extent that any applicable performance conditions have been satisfied and to the extent permitted following any operation of malus. Options and CSOP Options will normally remain exercisable for a period determined by the RemCo at grant, which shall not exceed 10 years from grant.

7. Holding periods

(a) At its discretion, the RemCo may grant Awards subject to a holding period which applies following vesting.
(b) During any holding period, the relevant Award holder, or trustees or nominees designated by the Company to hold the Shares acquired in respect of the Award for the benefit of the Award holder, will be required to retain the Shares and shall not be permitted to transfer, assign or otherwise dispose of such Shares for the duration of the holding period, subject to being permitted to sell such number of Shares as may be necessary to meet any tax liability arising on vesting or exercise of the Award and subject to certain other limited exceptions or if the RemCo in its discretion determines otherwise.

8. Clawback

The RemCo may determine on the grant of an Award that a term of the Award shall be that clawback shall apply to that Award in line with the Malus and Clawback Framework as amended from time to time. Where clawback applies, the RemCo may during such period following the end of the performance period for the performance conditions applicable to the Award (or in the case of a Deferred Bonus Award, such period following the grant of that Deferred Bonus Award) as set out in the Malus and Clawback Framework require the Award holder to transfer to the Company (or such other person as it specifies) value acquired following vesting of an Award or the exercise of an Option. Events which may lead to the application of clawback are set out in the Malus and Clawback Framework and include material financial misstatement, responsibility for conduct which results in significant losses, material failure of risk management, misconduct, reputational damage, and corporate failure. Clawback may be effected, among other means, by requiring the transfer of Shares, payment of cash or reduction of awards.

9. Cessation of employment

(a) Except in certain circumstances, set out below, an Award will lapse immediately upon an Award holder ceasing to be employed by or holding office with the Group.
(b) If an Award holder so ceases because of their death, ill-health, injury, disability, redundancy, retirement with the agreement of their employer, the Award holder being employed by a company which ceases to be a Group company or being employed in an undertaking which is transferred to a person which is not a Group company or in other circumstances at the discretion of the RemCo (each, a "Good Leaver Reason"), their Award will ordinarily vest on the date when it would have vested if they had not so ceased to be a Group employee or director, subject to any operation of malus and (unless the RemCo determine otherwise) (i) the satisfaction of any applicable performance conditions measured over the original performance period and (ii) except for Deferred Bonus Awards, pro rating to reflect the reduced period of service during the performance period.
(c) To the extent that Options and CSOP Options vest for a Good Leaver Reason, they may be exercised for a period of six months (12 months in the event of death) following vesting (or such longer period as the RemCo determines) and will otherwise lapse at the end of that period.
(d) Overseas employees who have received Awards equivalent to awards under the SIP for a Good Leaver Reason will normally have their Awards pro-rated with their Awards normally vesting following their cessation of employment.

10.Corporate events

(a) In the event of a takeover, scheme of arrangement, compulsory acquisition or winding-up of the Company, Awards will ordinarily vest on that event. The proportion of the Awards which vest shall be determined by the RemCo in its absolute discretion taking into account such factors as the RemCo may consider relevant including, but not limited to, the period of time the Award has been held by the Award holder and having regard to any applicable performance conditions.
(b) To the extent that Options and CSOP Options vest in the event of a takeover, winding-up scheme of arrangement of the Company they may be exercised for a period of six months measured from the relevant event (or in the case of takeover such longer period as the RemCo determines) and will otherwise lapse at the end of that period.
(c) To the extent that the Options and CSOP Options vest in the event of compulsory acquisition under section 979 of the Companies Act 2006 they may be exercised for the period beginning on the date on which the person serves notice under section 979 and ending seven clear days before the date on which the person ceases to be entitled to serve such notice.
(d) In the event of a demerger, distribution or any other corporate event, the RemCo may determine that Awards shall vest. The proportion of the Awards which vest shall be determined by the RemCo taking into account the same factors as set out in 10(a) above.
(e) Where an event described in 10(a) to 10(d) inclusive occurs, overseas employees who have received Awards equivalent to awards under the SIP will not normally have their Awards prorated.
(f) If the RemCo is aware that a corporate event as set out above is likely to occur, it may in its discretion allow Awards to vest prior to and conditional upon the occurrence of the event
(g) If there is a corporate event resulting in a new person or company acquiring control of the Company, the RemCo may (with the consent of the acquiring company) alternatively decide that Awards will not vest or lapse but will be replaced by equivalent new awards over shares in the new acquiring company.

11. Awards not transferable

Awards granted under the 2025 DFSS are not transferable other than to the Award holder's personal representatives in the event of their death, provided that Awards and ordinary shares may be held by the trustees of an employee as nominee for the Award holder if the Company so permits.

12.Plan limit

(a) The 2025 DFSS may operate over new issue Shares, treasury Shares or Shares purchased in the market. The rules of the 2025 DFSS provide that, in any period of 10 calendar years, not more than 10 per cent of the Company's issued ordinary share capital may be issued under the 2025 DFSS and under any other employees' share scheme operated by the Company.
(b) Shares transferred out of treasury to satisfy Awards will count towards these limits for so long as this is required under institutional shareholder guidelines. In addition, Awards which are renounced or lapse shall be disregarded for the purposes of these limits.

13.Variation of capital

If there is a variation of share capital of the Company or in the event of a demerger or other distribution, special dividend or distribution, the RemCo may make such adjustments to Awards granted under the 2025 DFSS, including the number of Shares subject to Awards and the option exercise price (if any), as it shall determine.

14.Dividend equivalents

In respect of any Award, the RemCo may decide that Award holders will receive a payment (in cash and/or additional Shares) equal in value to any dividends that would have been paid on the Shares which vest under that Award by reference to the period between the time when the relevant Award was granted and the time when the relevant Award vested. This amount may assume the reinvestment of dividends and exclude or include special dividends or dividends in specie.

15.Alternative settlement

(a) At its discretion, the RemCo may decide to satisfy Awards either:
(b) with a cash payment equal to any gain that an Award holder would have made had the relevant Award been satisfied with Shares after payment of any price due on vesting or exercise of the Award; or
(c) with the transfer or issue of Shares equal in value to any gain that an Award holder would have made had the relevant Award been satisfied with Shares after payment of any price due on vesting or exercise of the Award.

16.Rights attaching to Shares

Any Shares allotted when an Option is exercised or an Award vests will rank equally with Shares then in issue (except for rights arising by reference to a record date prior to their issue). An Award holder awarded Restricted Shares shall have the same rights as a holder of Shares in issue at the time that the Award holder acquires the Shares, save to the extent set out in the agreement with the Award holder relating to those Shares.

17. Amendments

The RemCo may, at any time, amend the provisions of the 2025 DFSS in any respect. The prior approval of shareholders at a general meeting of the Company must be obtained in the case of any amendment to the advantage of Award holders which is made to the provisions relating to eligibility, individual or overall limits, the persons to whom an Award can be made, the basis for determining a participant's entitlement to and the terms of Awards, the adjustments that may be made in the event of any variation to the share capital of the Company and/or the rule relating to such prior approval, save that there are exceptions for any minor amendment to benefit the administration of the 2025 DFSS, to take account of the provisions of any proposed or existing legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Award holders, the Company and/or its other Group companies. Amendments may not materially adversely affect the rights of Award holders except for amendments made to ensure compliance with relevant legal, regulatory or other requirements that the RemCo consider relevant, or where Award holders are notified of such amendment and the majority of Award holders approve such amendment.

18.Overseas plans

The RemCo may, at any time, establish further plans based on the 2025 DFSS for overseas territories. Any such plan shall be similar to the 2025 DFSS, but modified to take account of local tax, exchange control or securities laws. Any ordinary shares made available under such further overseas plans must be treated as counting against the limits on individual and overall participation under the 2025 DFSS.

19.Benefits not pensionable

The benefits received under the 2025 DFSS are not pensionable.

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Admiral Group PLC

5227_agm-r_2025-03-31_94a7d2eb-619c-449e-93a3-8d8e2e403810.pdf

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