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Admiral Group PLC Proxy Solicitation & Information Statement 2026

Mar 25, 2026

5227_agm-r_2026-03-25_5f532035-52f6-46d5-9fd5-91d453784781.pdf

Proxy Solicitation & Information Statement

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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 2026 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 WEDNESDAY, 29 APRIL 2026 AT 1:00 PM AT THE COMPANY'S REGISTERED OFFICE OF T'Y 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 1:00 pm on Monday, 27 April 2026.


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ADMIRAL GROUP PLC

(Incorporated in England and Wales with registered number 03849958)

Directors:

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

Registered office:
Tŷ Admiral
David Street
Cardiff
CF10 2EH

25 March 2026

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 Wednesday, 29 April 2026 at 1:00 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 of directors of Admiral Group plc (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.

As announced on 12 January 2026, Geraint Jones, our Chief Financial Officer of nearly 12 years, has decided to retire from his role and will transition to a part-time role within the Admiral Group from July 2026. We will be asking shareholders to reappoint Geraint as a director until he steps down 30 June. On behalf of the Board, I would like to take this opportunity to express our immense gratitude to Geraint for being instrumental in helping guide the Admiral Group through a period of consistent and sustainable growth over his significant term as Chief Financial Officer. The Board is delighted that Geraint's knowledge and expertise will remain within the Admiral Group going forward.

Rachel Lewis, former Chief Financial Officer for our UK insurance business, will be appointed Chief Financial Officer and join the Company's Board as an executive director on 1 July 2026. Rachel's appointment is subject to regulatory approval and follows a thorough internal and external recruitment process. The Board has worked closely with Rachel over her many years with the Admiral Group, her knowledge of our business and her financial experience clearly made her the best person to lead the finance function and we look forward to working with her even more closely from July. Shareholders will be asked to approve Rachel's appointment at the 2027 AGM.

Paola Bonomo joined the Board as an independent non-executive director on 12 May 2025 and brings a wealth of international leadership in strategy, digital technology and transformation. Carlos Selonke de Souza joined the Board as an independent non-executive director on 10 December 2025 and brings extensive financial services and digital transformation experience. Both Paola and Carlos will stand for appointment at the AGM and a summary of their skills and experience can be found on pages 12 to 15 of the notes to the Notice.

As set out at our full year results presentation on 5 March 2026, and following extensive consultation with the Company's shareholders, the Board has approved a change to Admiral's capital return policy. Going forward, surplus capital will be returned to shareholders either through special dividend or through buying back and cancelling shares. Accordingly, the Board expects to confirm returns of surplus capital via a share buyback at both interim and final 2026 results announcements. Subject to applicable legal and regulatory requirements, the share buyback programme is expected to commence following the announcement of the Company's full year results. Shares bought back by the Company through this programme will subsequently be cancelled. Additional information can be found on page 122 of the 2025 Annual Report.

For the last four years, we have convened our AGM as an in-person meeting with a livestream which has enabled shareholders to follow the proceedings of the AGM remotely and submit questions live to the meeting. Given the number of shareholders joining our livestream has been extremely low across the last four years, the Board has taken the decision not to offer this facility at this year's AGM. Shareholders are welcome to attend the AGM in person and may also submit questions to the Board in advance of the AGM and written responses will be provided (as more fully set out below).

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 the Company's investor relations team ([email protected]) by no later than 5:00 pm on Wednesday, 22 April 2026 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. You will need to log into your Investor Centre account or register if you have not previously done so. Once you have setup your account you will need to add your shareholding by clicking 'Add Holding' in the 'Portfolio' section and following the on-screen instructions. You will require your Investor Code (IVC) to add your shareholding. You can find your IVC on your share certificate or by contacting our Registrar, MUFG Corporate Markets; or

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  • via the Investor Centre app. Investor Centre is a free app for smartphone and tablet provided by MUFG Corporate Markets (the Company's registrar). It allows you to securely manage and monitor your shareholdings in real time, take part in online voting, keep your details up to date, access a range of information including payment history and much more. 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 1:00 pm on Monday, 27 April 2026 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 2025 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 2025. The Directors' Remuneration Report is set out in full in the Annual Report and Accounts of the Company at pages 174 to 190. 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 at the AGM in 2027. The current Directors' Remuneration Policy can be found in the Annual Report and Accounts at pages 164 to 173.

Dividend (Resolution 3)

A final dividend of 90.0 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 8 May 2026. 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 5 June 2026.

Appointment and Re-appointment of Directors (Resolutions 4 to 15)

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 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 appointment and 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 appointment and re-appointment of these Directors.

Auditors (Resolutions 16 and 17)

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 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.

SPECIAL BUSINESS

Authority for political donations and expenditure (Resolution 18)

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 29 July 2027, 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.


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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 18 March 2026 (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 29 July 2027. 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 18 March 2026 (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 18 March 2026; 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 18 March 2026, 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 18 March 2026; 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 18 March 2026 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 2025 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 29 July 2027. 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)

On 5 March 2026, the Company announced a change to Admiral's capital return policy. Going forward, surplus capital will be returned to shareholders either through special dividend or through buying back and cancelling shares.

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 30,630,467 ordinary shares. If given, the authority will expire on 29 July 2027, 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 10 per cent. of the Company's issued ordinary share capital as at 18 March 2026) 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.

Under the CA 2006, the Company is allowed to hold its own shares in treasury following a buyback 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 18 March 2026, 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 2025 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


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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 Ty Admiral, David Street, Cardiff, CF10 2EH on Wednesday, 29 April 2026 at 1:00 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

  1. To receive the Financial Statements and the reports of the Directors and the Auditors for the year ended 31 December 2025.

Directors' Remuneration Report

  1. To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) for the financial year ended 31 December 2025. The Directors' Remuneration Report is set out in full in the Annual Report and Accounts of the Company on pages 174 to 190.

Dividend

  1. To declare a final dividend on the ordinary shares of the Company for the year ended 31 December 2025 of 90.0 pence per ordinary share, payable to all ordinary shareholders on the Company's register of members at the close of business on 8 May 2026.

Appointment and re-appointment of Directors

  1. To re-appoint Michael Rogers (Non-Executive Director) as a Director of the Company.
  2. To re-appoint Milena Mondini de Focatiis (Executive Director) as a Director of the Company.
  3. To re-appoint Geraint Jones (Executive Director) as a Director of the Company.
  4. To appoint Paola Bonomo (Non-Executive Director) as a Director of the Company.
  5. To re-appoint Evelyn Bourke (Non-Executive Director) as a Director of the Company.
  6. To re-appoint Michael Brierley (Non-Executive Director) as a Director of the Company.
  7. To re-appoint Andrew Crossley (Non-Executive Director) as a Director of the Company.
  8. To re-appoint Karen Green (Non-Executive Director) as a Director of the Company.
  9. To re-appoint Fiona Muldoon (Non-Executive Director) as a Director of the Company.
  10. To re-appoint Jayaprakasa Rangaswami (Non-Executive Director) as a Director of the Company.
  11. To re-appoint William Roberts (Non-Executive Director) as a Director of the Company.
  12. To appoint Carlos Selonke de Souza (Non-Executive Director) as a Director of the Company.

Re-appointment of Auditors

  1. 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

  1. 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:

(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 29 July 2027, 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.

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 29 July 2027, 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.


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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 29 July 2027, 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 29 July 2027 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.


8

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 30,630,467 (representing 10 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 29 July 2027; 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
Company Secretary
25 March 2026

Tý Admiral, David Street
Cardiff, CF10 2EH
Registered No. 03849958


9

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.

  1. 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. You will need to log into your Investor Centre account or register if you have not previously done so. Once you have setup your account you will need to add your shareholding by clicking 'Add Holding' in the 'Portfolio' section and following the on-screen instructions. You will require your Investor Code (IVC) to add your shareholding. You can find your IVC on your share certificate or by contacting our Registrar, MUFG Corporate Markets; or
  • via the Investor Centre app. Investor Centre is a free app for smartphone and tablet provided by MUFG Corporate Markets (the Company's registrar). It allows you to securely manage and monitor your shareholdings in real time, take part in online voting, keep your details up to date, access a range of information including payment history and much more. The app is available to download on both the Apple App Store and Google Play; 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 1:00 pm on Monday, 27 April 2026, 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 Markets' 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.

Shareholders can vote electronically via the Investor Centre, a free app for smartphone and tablet provided by MUFG Corporate Markets (the Company's registrar). It allows you to securely manage and monitor your shareholdings in real time, take part in online voting, keep your details up to date, access a range of information including payment history and much more. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below. Alternatively, you may access the Investor Centre via a web browser at www.admiral-shareholder.co.uk

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Apple App Store

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GooglePlay

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.


10

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.

  2. 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 1:00 pm on Monday, 27 April 2026 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.

  3. 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.

  4. 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.

  5. 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.

  6. 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 Monday, 27 April 2026 (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.

  7. As at 18 March 2026, 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 18 March 2026 are 306,304,676.

  8. 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:

(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

(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:

(i) if to do so would interfere unduly with the preparation of the meeting or would involve a disclosure of confidential information;

(ii) if the answer has already been given on a website in the form of an answer to a question; or

(iii) if it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

  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 ([email protected]) by no later than 5:00 pm on Wednesday, 22 April 2026 and written responses will be provided.

11

  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.

  2. 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 18 March 2026 (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.

  3. 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.

  4. Biographical details of the Directors are shown at the end of this Notice and in the Annual Report and Accounts at pages 110 to 115 for all existing Directors.

  5. 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:

  6. Copies of the letters of appointment of the Non-Executive Directors; and

  7. Copies of the service contracts of the Executive Directors.

  8. 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.

  9. All references to time in this document are to London times.


12

Appendix 1

Directors Biographies

MIKE ROGERS

Chair

Chair of the Nomination and Governance Committee

Current Appointments

Chair of Experian plc (until 22 July 2026)

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.

Mike will stand down as Chair of Experian plc and leave the Experian Board effective 22 July 2026.

Mike Rogers will be appointed Independent Non-Executive Director and Deputy Chair of Nationwide Building Society, Virgin Money and Clydesdale Bank from 1 April 2026, with an expected transition to Chair on 16 July 2026, subject to approval at Nationwide's AGM on 15 July 2026. Following Nationwide's acquisition of Virgin Money in October 2024, the three entities operate under an integrated governance structure with aligned meetings, making this a single appointment for governance purposes. Nationwide is a mutual organisation owned by its members.

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)

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 Admiral 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)

Admiral Europe Compañía de Seguros, S.A.U. (an Admiral Group subsidiary)

Director, Trustee and Chair 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 24 years and has been Group CFO for over 11 years. He has a deep understanding of the Admiral 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 Admiral Group's financial reporting and risk management reporting processes.


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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 and member of the Group Audit Committee and Group Remuneration Committee of St James Place plc (with effect 1 March 2026).

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

Director of Gatcombe Court and Highgrove Court Management Company Limited

Adviser role at League Inc.

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 has also served as a Non-Executive Director on the boards of the Children's Mutual, IFG plc, Bank of Ireland plc and AG Bell plc. 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)

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

Nomination and Governance Committee member

Current Appointments

Chair of EUI Limited (an Admiral Group subsidiary)

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. More recently, he served on the board of Vitality Health and Life for nine years until July 2025 and was Chair of its Audit Committee. Andy is a Fellow of the Institute of Chartered Accountants in England and Wales.

Appointed

Appointed in February 2018

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). Andrew also demonstrates full commitment to his role as a member of the Group Nomination and Governance Committee and as Senior Independent Director.


14

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 at Standard Life plc

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

Non-Executive Director, Senior Independent Director, member of the Audit, Nomination and Remuneration Committees, Great Portland Estates plc

Board member and Risk and Audit Committee Chair of the TMF Group Ltd

Trustee and member of the Audit Committee of Wellbeing of Women, a registered charity

Advisor to Cytora Limited, an InsureTech owned by Applied Systems Inc

Non-Executive Director and member of the Audit and Compensation Committees of Hamilton Insurance Group

Governor of Bute House Preparatory School for Girls Ltd.

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

Current Appointments

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

Chair of Sretaw PE DAC

Non-Executive Director of ITX Re.

Background and experience

Fiona has 30 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. Fiona served eight years on the Board of the Bank of Ireland (2015-2023) and was the inaugural Chair of the Board Sustainability Committee. Additionally, Fiona served two years as Treasurer of the Eastern region of the Society of St Vincent de Paul in Ireland (2020-2022), which is a registered charity focused on addressing social justice issues and alleviating poverty in Ireland. Fiona is a member of the International Women's Forum. The IWF is a global women leader's organisation aimed at supporting and developing women in leadership positions. 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 Admiral 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 & Nominations, Audit & Risk Committees, Chair of the AI and Technology Security Committees at Daily Mail and General Trust Plc ('DMGT')

Board Member of Harmsworth Media

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

Board member of Cumberland Lodge

Chair of the Board of Trustees of Web Science Trust

Advisory role at Future Energy Ventures

Advisory role at Generation Investment Management

Adjunct professor in Electronics and Computer Science at the University of Southampton.

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 an adviser for Future Energy Ventures one of the world's largest early-stage climate and energy tech investors. Additionally, he is an adviser for Generation Investment Management one of the world's largest growth stage climate and energy-related investors.

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, as well as his role as a member of the Group Risk Committee.


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BILL ROBERTS

Non-Executive Director

Nomination and Governance Committee member

Current Appointments

None

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

PAOLA BONOMO

Non-Executive Director

Remuneration Committee member

Current appointments

Non-Executive Director, Vice Chair, Chair of the Remuneration and Nomination Committee and member of the Control and Risk Committee of Infrastrutture Wireless Italiane S.p.A

Non-Executive Director of FAAC Technologies

Vice Chair of Italian Angels for Growth.

Background and experience

Paola has a wealth of expertise in digital innovation gained through several senior leadership roles during her career, notably Global Marketing Solutions Regional Director for Southern Europe at Facebook (2015–16); Head of Online Services, Commercial Operations for Vodafone Italy (2010–13); Head of II Sole 24 Ore's Online Business Unit; and Senior Director of EU Operations at eBay. Previously, she was a Partner at McKinsey & Company. Additionally, she is an experienced angel investor in technology startups and an adviser to a venture capital fund.

Paola was a Non-Executive Director of AXA Assicurazioni S.p.A., the Italian operating entity of the AXA Group (2014 to April 2025) and was a member of its Audit, Internal Control and Risk, and Remuneration Committees. She was a Non-Executive Director of TIM S.p.A., a leading telecommunications operator in Italy and Brazil (2018–24) and served as a member of its Remuneration and Nomination, Strategies and Sustainability, and Control and Risk Committees.

Appointed

Appointed in May 2025.

Contributions and reasons for appointment

Paola brings a wide range of strategy, digital and innovation experience, which complement and enhance the existing skills around the Board table. Paola has acquired extensive experience of the insurance sector, as well as Board-level experience in M&A, carve-outs and asset disposals, and has demonstrated an ability to leverage her financial and commercial skills, as well as her understanding of regulated services, to make a useful contribution to Board discussions. She brings substantial expertise in remuneration in an insurance context and has the appropriate skills, knowledge and experience to perform her roles as Non-Executive Director and member of the Remuneration Committee.

CARLOS SELONKE DE SOUZA

Non-Executive Director

Current appointments

Chief Information Officer of Revolut UK.

Background and experience

Carlos is the current Chief Information Officer for Revolut UK, a British multinational neobank and fintech company. Carlos spent seven years at Santander Group from 2014 to 2021 as Head, Core Banking Migration, Chief Information Technology Officer in the UK and Chief Information Officer in the US. He has an MBA in Management from the Massachusetts Institute of Technology, USA.

Appointed

Appointed in December 2025.

Contributions and reasons for appointment

Carlos is a proactive, business-oriented Senior Level IT Executive with more than 15 years of experience in managing Information Technology focused on efficiency, quality service and operational risk. He's able to effectively contribute to the Board debate and demonstrates full commitment to the role.


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