Pre-Annual General Meeting Information • Mar 22, 2024
Pre-Annual General Meeting Information
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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.
(Registered in England and Wales No. 03849958)
NOTICE OF THE 2024 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 THURSDAY, 25 APRIL 2024 AT 1:30PM AT THE COMPANY'S REGISTERED OFFICE OF TŶ ADMIRAL, DAVID STREET, CARDIFF, CF10 2EH, IS SET OUT ON PAGES 2 TO 15 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 page 9 of this document. To be valid, proxy appointments must be received in accordance with the notes by no later than 1:30pm on Tuesday, 23 April 2024.
(Incorporated in England and Wales with registered number 03849958)
Directors:
Mike Rogers (Chair) Milena Mondini-De-Focatiis Geraint Jones Evelyn Bourke Michael Brierley Andrew Crossley Karen Green Fiona Muldoon Jayaprakasa Rangaswami Justine Roberts William (Bill) Roberts
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 Thursday, 25 April 2024 at 1:30pm. 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.
This will be my first AGM as Chair of the Admiral Group. During the year I have thoroughly enjoyed visiting all areas of the business and meeting a wide cross-section of our Admiral colleagues who have consistently impressed me with their knowledge, conscientiousness and enthusiasm for the business and our customers.
In October 2023, we welcomed Fiona Muldoon as a Non-Executive Director to the Board and will be asking shareholders to approve this appointment at the AGM. Fiona brings with her a huge amount of relevant experience from her 30 years in the insurance industry and you can read more about her career and why we think Fiona is a valuable addition to the Board in the Directors' biography section in Appendix 1, which can be found on pages 12 to 15 of the notes to this document.
For those not attending the AGM in person, we once again intend to live stream the AGM using audio only facilities and to enable questions relating to the proposed AGM resolutions to be submitted during the meeting. Shareholders are invited to dial in to the AGM to listen to the proceedings and ask questions. In order to participate in the AGM, shareholders will need to register by no later than Friday, 19 April 2024 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 page 9 of this document. During the meeting, shareholders participating through the live stream may submit questions via the audio only facility. Questions received via the audio only facility will be moderated to avoid repetition and ensure the smooth running of the meeting before being sent to the Chair of the meeting and will be answered during the meeting. If multiple questions on the same topic are received
Registered office:
Tŷ Admiral David Street Cardiff CF10 2EH
22 March 2024
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 audio only facility are set out on page 11 of this document.
This will be the third year that we have live streamed the AGM whilst also enabling questions to be submitted during the meeting through the audio facility. 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.
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. Pre-submitted questions can be sent by email to Diane Michelberger (Head of Investor Relations) ([email protected]) by no later than 5pm on Thursday, 18 April 2024 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:
2
If you would prefer a paper proxy form, you may request one from the Company's registrar, Link Group. 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 1:30pm on Tuesday, 23 April 2024 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.
The Directors present to shareholders at the AGM the Annual Report and Accounts for the year ended 31 December 2023 together with the Strategic Report and the Directors' and Auditors' Reports on the Annual Report and Accounts.
Shareholders are asked to approve the Directors' Remuneration Report (other than the Directors' Remuneration Policy (referred to in Resolution 3)) for the year ended 31 December 2023. The Directors' Remuneration Report is set out in full in the Annual Report and Accounts of the Company at pages 185 to 197. The vote is advisory only, and the Directors' entitlement to remuneration is not conditional on the resolution being passed.
Shareholders are asked to approve the Directors' Remuneration Policy which is set out on pages 176 to 184 of the Directors' Remuneration Report in the Annual Report and Accounts. The vote on Resolution 3 is binding in nature and, if approved, the revised Directors' Remuneration Policy will take effect from the end of the AGM. Once the Directors' Remuneration Policy has been approved, the Company may not make a remuneration payment or payment for loss of office to a director or former director of the Company unless that payment is consistent with the approved Directors' Remuneration Policy, or has otherwise been approved by a shareholder resolution. The Directors' Remuneration Policy will next be submitted to shareholders no later than the AGM in 2027. A summary of the key changes to theDirectors' Remuneration Policy last approved in 2021 is set out in Appendix 2 which can be found on page 15 of this document.
A final dividend of 52 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 10 May 2024. 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 7 June 2024.
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 2018 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 appointment and 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 15 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 re-appointment of these Directors.
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 reappointed 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 16 seeks shareholder approval for the re-appointment of Deloitte LLP as Auditors to the Company.
Resolution 17 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.
Resolution 18 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 18 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 18 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 30 June 2025, 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.
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 Friday, 15 March 2024 (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 (b) 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 30 June 2025. 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 Friday, 15 March 2024 (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.
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:
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:
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 . 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 30 June 2025. The Directors intend to seek to renew such power at successive AGMs of the Company.
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 30 June 2025, 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 Friday, 15 March 2024) and the maximum and minimum prices at which they may be bought, exclusive of expenses, reflecting the requirements of the CA 2006 and the 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 Friday, 15 March 2024, 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.
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 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 2023 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.
We encourage you to complete and submit a proxy appointment in accordance with the notes to the Notice of AGM set out on page 9 whether or not you intend to be present at the AGM. Proxies should be submitted so as to be received by Link Group as soon as possible and in any event no later than 48 hours before the time appointed for holding the AGM.
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
Chair
(Incorporated in England and Wales with registered number 03849958)
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 Thursday, 25 April 2024 at 1:30pm, 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.
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 30 June 2025, 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.
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 30 June 2025, 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:
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.
For the purpose of this Resolution 20, "rights issue" has the same meaning as in Resolution 19 above.
such authority to apply until the earlier of the conclusion of the next AGM of the Company or 30 June 2025 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.
| BY ORDER OF THE BOARD | REGISTERED OFFICE |
|---|---|
| Dan Caunt | Tŷ Admiral, David Street |
| Company Secretary | Cardiff, CF10 2EH |
| 22 March 2024 | Registered No. 03849958 |
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.
You can appoint a proxy by:
The proxy appointment and any power of attorney or other authority under which the proxy appointment is made must be received by Link Group 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 Link Group 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 Link Group's 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 Link Group via email at [email protected] or on 0371 664 0300 (Shareholders). 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.
LinkVote+ is a free app for smartphone and tablet provided by Link Group (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.
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.
(iii) if it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
Chair
Chair of the Nomination and Governance Committee
Chair of Experian plc
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.
Appointed as Chair of the Board on 27 April 2023
Mike was appointed as Chair of the Board based on his wide business, insurance and financial services knowledge and on him being someone who would make a strong strategic impact on the future 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, and as Chair of Aegon UK on 22 January 2024. 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.
Chief Executive Officer (CEO)
Admiral Insurance Company Limited member (an Admiral Group subsidiary)
Able Insurance Services Limited Board member (an Admiral Group subsidiary)
Mentor for A-Road, Growth Capital
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 consultant for Bain & Co and Accenture. She holds an MBA from INSEAD and a degree in Telecommunication Engineering from Università degli Studi diNapoli Federico II.
Appointed to the Board in August 2020 and became CEO on 1 January 2021
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.
Chief Financial Officer (CFO)
Admiral Financial Services Limited Board member (an AdmiralGroup subsidiary)
Admiral Insurance (Gibraltar) Limited Board member (an Admiral Group subsidiary)
Admiral Insurance Company 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
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 in August 2014
Geraint has worked for Admiral for over 20 years and has been Group CFO for nearly 10 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.
Non-Executive Director
Audit Committee member
Remuneration Committee member
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
Mike was CFO of Metro Bank Plc between 2009 and 2018, helping lead the business from start-up to profitability and listing on the FTSE. 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 in October 2018
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 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.
Non-Executive Director
Audit Committee Chair
Group Risk Committee member
Remuneration Committee member
Non-Executive Director, Senior Independent Director and Chair of the Sustainability Committee, member of the Nominations and Remuneration Committees, Phoenix Group Holdings plc Non-Executive Director, member of the Audit, Nomination and Remuneration Committees, Great Portland Estates PLC Non-Executive Director, and Risk and Audit Committee Chair and member of the Remuneration Committee of Miller Insurance Services LLP
Non-Executive Director, Chair of the Risk Committee and member of the Remuneration Committee, Asta Managing Agency Ltd
Advisor role for an Insurtech, Cytora Limited
Supervisory Board member and Audit Chair for the TMF Group Charity Trusteeship, Wellbeing of Women
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 in December 2018
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 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.
Non-Executive Director
Senior Independent Director Nomination and Governance Committee member
Remuneration Committee member
CEO & Founder, Mumsnet.com & Gransnet.com
Non-Executive Director of The Open Data Institute
Non-Executive Director of Boring Money
Non-Executive Director and Chair of Remuneration Committee of the English Football League
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 in June 2016
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 Committee and demonstrates full commitment to the role as well as performing the role of Senior Independent Director.
Non-Executive Director
Group Risk Committee Chair
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
Andrew 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. Andrew is a Fellow of the Institute of Chartered Accountants in England and Wales.
Appointed in February 2018
Andrew has held a variety of senior roles relating to financial planning, strategy and risk across UK financial services. He has a wealth of accounting and financial experience and provides progressive insights to the matters that come before the Board. Andrew is a valuable contributor to the Board and as a member of the Audit Committee and Chair of the Group Risk Committee. Through his recent and relevant financial experience, he is able to effectively challenge management on the financial reporting matters that come before the Audit Committee.
Non-Executive Director
Group Risk Committee member
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 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
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 cloudbased 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 in April 2020
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.
Non-Executive Director
Remuneration Committee Chair
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
Non-Executive Director, Senior Independent Director, member of Audit Committee, Risk and Compliance Committee and Nominations Committee at AJ Bell Plc
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 in April 2021
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 roles as Non-Executive Director and Chair of the Remuneration Committee.
Non-Executive Director Nomination and Governance Committee member
Advisor at Hi Marley
Independent Non-Executive Director Elephant Insurance Company (EIC)
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 in June 2021
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 that would impact the time commitment requirements for his Admiral Non-Executive Director role and member of the Nomination and Governance Committee and has capacity to fulfil the duties and responsibilities for these roles.
Non-Executive Director Audit Committee member
Non-Executive Director, Chair of the Risk Committee and member of the Audit Committee at Beazley plc
Chair of Sretaw PE DAC
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 in October 2023
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Fiona has acquired extensive experience of the insurance sector during her 30+ years' 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 was a Non-Executive Director of Bank of Ireland Group for eight years, also sitting on the board of New Ireland Assurance Company, the bank's wholly owned life insurance, pension and investment business. She additionally serves on the board of Beazley; a FTSE 100 specialist insurer and she chairs the board of Sretaw DAC a private equity company based in Ireland.
The existing Directors' Remuneration Policy (the Policy)was approved by shareholders in 2021. A summary of the proposed changes in the Directors' Remuneration Policy which are being set out for approval are outlined below:
In arriving at the planned changes to the Directors' Remuneration Policy the Remuneration Committee sought to maintain the positioning of fixed pay towards the lower end of the market while ensuring that the variable elements would deliver significant extra reward for outperformance. The Chair of the Committee consulted extensively with shareholders, who were generally very supportive of the changes.
The Group's positioning on the key principles of remuneration arrangements at Admiral remain broadly unchanged:
The Group is committed to maximising shareholder value over time in a way that also promotes effective risk management, excellent customer outcomes and ensuring that there is a strong link between performance and reward. This is reflected in the Group's stated Remuneration Policy of paying competitive, performance-linked and shareholder-aligned total remuneration packages comprising basic salaries coupled with participation in performance-based share schemes to generate competitive total reward packages for superior performance.
The Board is satisfied that this revised policy continues to meet the objectives of attracting and retaining high quality executives across the Group.
The Committee reviews the remuneration framework and packages of the Executive Directors and senior managers and recognises the need to ensure that the Remuneration Policy is firmly linked to the Group's strategy, including its risk management approach. In setting the Policy and making remuneration decisions, the Committee takes into account pay and conditions elsewhere in the Group. The main principles underlying the Remuneration Policy are:
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