Admiral Group PLC

AGM Information • May 9, 2025

---

author: "BARTON, Chris 2"
date: 2025-05-07 17:16:00+00:00
processor: python-docx+mammoth
status: success

---

COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

ADMIRAL GROUP PLC

(Incorporated in England and Wales with registered number 3849958)

Passed 9 May 2025

At the Annual General Meeting (AGM) of Admiral Group plc (the Company) duly convened and held at Tŷ Admiral, David Street, Cardiff, CF10 2EH on Friday 9 May 2025 at 12.30pm, the following special business RESOLUTIONS were duly passed:

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:

(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;

(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

(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

1. 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 SubPlan(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:

(i) up to an aggregate nominal amount of £102,101.56; and

(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) 7 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:

(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;

(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

(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:

(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

(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:

(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);

(ii) the minimum price (excluding expenses) which may be paid for an ordinary share is the nominal value of such share;

(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;

(iv) this authority expires at the earlier of the conclusion of the next AGM of the Company or 9 August 2026; and

(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

1. 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