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Moneysupermarket.com Group PLC

Pre-Annual General Meeting Information Oct 17, 2025

5313_agm-r_2025-10-17_48673956-4424-4c8e-b200-0b556c8619bc.pdf

Pre-Annual General Meeting Information

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take, you are recommended to seek your own independent financial advice from a stockbroker, bank manager, solicitor, accountant, or other financial adviser who, if you are taking advice in the United Kingdom, is authorised under the Financial Services and Markets Act 2000, or an appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.

If you have sold or otherwise transferred all of your shares in MONY Group PLC, please send this document, together with the accompanying documents, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you have sold or otherwise transferred only part of your holding, you should retain this document and its enclosures.

MONY Group PLC Notice of Annual General Meeting

8 May 2025

Notice of the Annual General Meeting to be held at Herbert Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG, on Thursday 8 May 2025 at 10.00am is set out on pages 5 to 7 of this document. Details of how to appoint a proxy are set out in the notes on page 9 of this document. To be valid, proxy appointments must be received at the address indicated in those notes by no later than 10.00am on Tuesday 6 May 2025.

Annual General Meeting

MONY Group PLC Registered in England & Wales No 6160943 MONY Group House St. David's Park Ewloe Deeside CH5 3UZ

3 March 2025

To the holders of ordinary shares in MONY Group PLC (the 'Company')

Notice of Annual General Meeting

Dear Shareholder,

I am pleased to be writing to you with the details of our seventeenth Annual General Meeting ('AGM') which will be held DWbDPRQ7KXUVGD\0D\DW+HUEHUW6PLWK)UHHKLOOV//3([FKDQJH+RXVH3ULPURVH6WUHHW/RQGRQ(&\$(* 7KHbIRUPDObQRWLFHRI\$*0LVVHWRXWRQSDJHVWRRIWKLVGRFXPHQW

The purpose of this letter is to explain certain elements of the business to be considered at the meeting.

Although shareholders will be able to ask questions at the AGM itself, shareholders can also submit questions for the Board LQbDGYDQFHRIWKH\$*0E\HPDLOWRFRPSDQ\VHFUHWDU#PRQH\VXSHUPDUNHWFRP7KH%RDUGZLOOHQGHDYRXUWRUHVSRQGWRDQ\ questions submitted by 6.00pm on Monday 28 April 2025 in advance of the proxy voting deadline at 10.00am on Tuesday b0D\b:KHUHTXHVWLRQVDUHUHFHLYHGDIWHUSPRQ0RQGD\$SULOWKH&RPSDQ\ZLOOUHVSRQGDVVRRQDV practicable, which may be after the AGM.

Business of the AGM

Resolutions 1 to 15 will be proposed as ordinary resolutions and will be passed if more than 50% of the votes cast by those entitled to vote (not counting votes withheld) are in favour. Resolutions 16 to 19 will be proposed as special resolutions and ZLOObEHbSDVVHGLIDWOHDVWRIWKHYRWHVFDVWE\WKRVHHQWLWOHGWRYRWHQRWFRXQWLQJYRWHVZLWKKHOG DUHLQIDYRXU

Receipt of the Annual Report and Accounts (Resolution 1)

The Companies Act 2006 (the '2006 Act') requires the directors of a public company to lay before the company in general meeting copies of the directors' reports, the independent auditor's report and the audited financial statements of the company in respect of each financial year. The Chairman will present the Annual Report and Accounts for the year ended 31 December 2024 (the '2024 Annual Report and Accounts') to the AGM and, in accordance with best practice, the Company proposes an ordinary resolution to receive them.

Directors' Remuneration Report (Resolution 2)

The Directors' Remuneration Report contains:

  • a statement by Rakesh Sharma, Chair of the Company's Remuneration Committee;
  • the Annual Report on Remuneration, which sets out payments made in the financial year ended 31 December 2024; and
  • details of the Remuneration Committee's activities.

The Directors' Remuneration Report is set out in full in the 2024 Annual Report and Accounts on pages 106 to 123. The Company's auditor, KPMG LLP, has audited those parts of the Remuneration Report which are required to be audited and its report is also set out in the 2024 Annual Report and Accounts.

Resolution 2 is an ordinary resolution to approve the Directors' Remuneration Report. Resolution 2 is an advisory resolution and does not affect the future remuneration paid to any Director.

Declaration of a final dividend (Resolution 3)

A final dividend of 8.9 pence per ordinary share for the year ended 31 December 2024 is recommended for payment by the Directors. If shareholders approve the recommended final dividend, it will be paid on 16 May 2025 to all ordinary shareholders who were on the register of members at the close of business on 11 April 2025.

Annual General Meeting continued

Election and re-election of Directors (Resolutions 4 to 11)

Resolutions 4 to 11 deal with the election and re-election of the Directors. The Company's Articles of Association provide for retirement by rotation but, in accordance with the UK Corporate Governance Code and the Company's longstanding practice, DOOb'LUHFWRUVPXVWUHWLUHIURPRIILFHDWHDFKDQQXDOJHQHUDOPHHWLQJ\$FFRUGLQJO\DOORIWKH&RPSDQ\ȆV'LUHFWRUVDWWKHGDWHRI WKHbQRWLFHRIPHHWLQJZLOOUHWLUHDWWKH\$*0DQGHDFKLQWHQGVWRVWDQGIRUHOHFWLRQRUUHHOHFWLRQDVWKHFDVHPD\EH E\WKH Company's shareholders. I would also like to welcome Jonathan Bewes, who is standing for election for the first time following KLVbDSSRLQWPHQWDV1RQ([HFXWLYH'LUHFWRURQ-XO\DQGWR&KDLURIWKH%RDUGRQ-DQXDU\%LRJUDSKLHVRIHDFKRI WKHb'LUHFWRUVVHHNLQJHOHFWLRQRUUHHOHFWLRQFDQEHIRXQGLQ\$SSHQGL[WRJHWKHUZLWKWKHUHDVRQVZK\WKHLUFRQWULEXWLRQVDUH and continue to be, important to the Company's long-term sustainable success.

The Board has also considered whether each of the Independent Non-Executive Directors is free from any relationship that could materially interfere with the exercise of their judgement and has determined that each continues to be considered to be independent.

Reappointment of auditor and auditor's remuneration (Resolutions 12 and 13)

The Company is required to appoint or reappoint an auditor at each annual general meeting at which its audited accounts and reports are presented to shareholders. The Board has approved the Audit Committee's recommendation to put a resolution to shareholders recommending the reappointment of KPMG LLP as the Company's auditor and confirms that: (1) the recommendation is free from influence by a third party; and (2) no restrictive contractual provisions have been imposed on the Company limiting the choice of auditor. Consequently, Resolution 12 relates to the reappointment of KPMG LLP as the Company's auditor to hold office until the next AGM of the Company and Resolution 13 authorises the Audit Committee to determine its remuneration.

Authorisation of political donations and expenditure (Resolution 14)

Resolution 14 deals with the authorisation of political donations and expenditure. Under the 2006 Act, political donations to any political parties, independent election candidates or political organisations or the incurring of political expenditure are prohibited unless authorised by shareholders in advance. What constitutes a political donation, a political party, a political organisation, or political expenditure is not easy to decide, as the legislation is capable of wide interpretation. Sponsorship, subscriptions, payment of expenses, paid leave for employees fulfilling public duties and support for bodies representing the business community in policy review or reform may fall within this.

Therefore, notwithstanding that the Company has not made a political donation in the past and has no intention either now RUbLQbWKHIXWXUHRIPDNLQJDQ\SROLWLFDOGRQDWLRQRULQFXUULQJDQ\SROLWLFDOH[SHQGLWXUHLQUHVSHFWRIDQ\SROLWLFDOSDUW\SROLWLFDO organisation or independent election candidate, the Board has decided to put forward Resolution 14 to renew the authority granted by shareholders at last year's AGM. This will allow the Company to continue to support the community and put IRUZDUGbLWVYLHZVWRZLGHUEXVLQHVVDQG*RYHUQPHQWHQWLWLHVZLWKRXWUXQQLQJWKHULVNRIEHLQJLQLQDGYHUWHQWEUHDFKRIWKHODZ \$VbSHUPLWWHGXQGHUWKH\$FW5HVROXWLRQDOVRFRYHUVDQ\SROLWLFDOGRQDWLRQVPDGHRUSROLWLFDOH[SHQGLWXUHLQFXUUHGE\ any subsidiaries of the Company. This authority will expire at the end of the Company's 2026 AGM or, if earlier, at the close of business on 30 June 2026.

Allotment of share capital (Resolution 15)

Resolution 15 deals with the Directors' authority to allot shares.

At last year's AGM, the Directors were given authority to allot ordinary shares in the capital of the Company up to a maximum nominal amount of £71,520, representing approximately two-thirds of the Company's then issued ordinary share capital. This authority expires at the end of this year's AGM. Resolution 15 will, if passed, renew this authority to allot on broadly the same terms as last year's resolution.

The Investment Association ('IA') guidelines on directors' authority to allot shares state that IA members will regard as routine resolutions seeking authority to allot shares representing up to two-thirds of the Company's issued share capital, provided WKDWbDQ\DPRXQWLQH[FHVVRIRQHWKLUGRIWKH&RPSDQ\ȆVLVVXHGVKDUHFDSLWDOLVRQO\XVHGWRDOORWVKDUHVSXUVXDQWWRDIXOO\ pre-emptive offer.

In light of these guidelines, the Board considers it appropriate that Directors be granted authority to allot shares in the capital RIbWKH&RPSDQ\XSWRDPD[LPXPQRPLQDODPRXQWRIeUHSUHVHQWLQJWKH,\$JXLGHOLQHOLPLWRIDSSUR[LPDWHO\RIWKH Company's issued ordinary share capital as at 17 February 2025 (the latest practicable date prior to publication of this document). Of this amount approximately 178,960,487 shares (representing approximately 33.3% of the Company's issued ordinary share capital) can only be allotted pursuant to a fully pre-emptive offer. This authority will expire at the end of the Company's 2026 AGM or, if earlier, at the close of business on 30 June 2026.

The Directors have no present intention of allotting new ordinary shares other than in relation to the Company's employee share schemes. However, the Directors consider it appropriate to maintain the flexibility that this authority provides.

As at 17 February 2025 (the latest practicable date prior to publication of this document), the Company did not hold any ordinary shares in the capital of the Company in treasury.

Disapplication of statutory pre-emption rights (Resolutions 16 and 17)

Resolutions 16 and 17 will give the Directors the power to allot ordinary shares in the capital of the Company pursuant to WKHbDXWKRULW\JUDQWHGXQGHU5HVROXWLRQDERYHIRUFDVKZLWKRXWFRPSO\LQJZLWKWKHSUHHPSWLRQULJKWVLQWKH\$FW LQbFHUWDLQFLUFXPVWDQFHV

This disapplication authority reflects institutional shareholder guidance, and in particular is within the limits set by the Pre-Emption Group's Statement of Principles (the 'Pre-Emption Principles') published in November 2022. The Pre-Emption Principles allow the Company to seek authority for an issue of shares for cash otherwise than in connection with a pre-emptive offer to include: (i) an authority up to 10% of a company's issued share capital for use on an unrestricted basis; and (ii) an additional authority up to a further 10% of a company's issued share capital for use in connection with an acquisition or specified capital investment announced contemporaneously with the issue, or that has taken place in the 12-month period preceding the announcement of the issue. In both cases, an additional authority of up to 2% may be sought for the purposes of making a follow-on offer (as described in further detail in the Pre-Emption Principles).

Resolution 16 will permit the Directors to allot, pursuant to the authority to allot sought in Resolution 15:

  • (a) equity securities for cash and sell treasury shares up to a nominal amount of £71,584, representing two-thirds of the Company's issued share capital as at 17 February 2025 (the latest practicable date prior to publication of this document) on an offer to existing shareholders on a pre-emptive basis (that is including a rights issue or an open offer), with one-third being available only in connection with a fully pre-emptive offer (in each case subject to any adjustments, such as for fractional entitlements and overseas shareholders, as the Directors see fit); and
  • (b) equity securities for cash and sell treasury shares up to a maximum nominal value of £10,748, representing approximately 10% of the issued ordinary share capital of the Company as at 17 February 2025 (the latest practicable date prior to publication of this document) otherwise than in connection with a pre-emptive offer to existing shareholders.

Resolution 17 will permit the Directors to allot additional equity securities for cash and sell treasury shares up to a maximum nominal value of £10,748, representing approximately a further 10% of the issued ordinary share capital of the Company as DWbb)HEUXDU\WKHODWHVWSUDFWLFDEOHGDWHSULRUWRSXEOLFDWLRQRIWKLVGRFXPHQW RWKHUZLVHWKDQLQFRQQHFWLRQZLWKD pre-emptive offer to existing shareholders for the purposes of financing or refinancing a transaction as contemplated by the Pre-Emption Principles described above.

The Board considers that it is in the best interests of the Company and its shareholders generally that the Company should seek what it considers to be an appropriate level of authority under the Pre-Emption Principles and that the Company should have the flexibility conferred by Resolutions 16 and 17 to conduct a pre-emptive offering without complying with the strict requirements of the statutory pre-emption provisions and to finance business opportunities quickly and efficiently when they arise. The additional authority for follow-on offers set out in the Pre-Emption Principles is not being sought. The Directors confirm their intention to follow the shareholder protections contained in Part 2B of the Pre-Emption Principles.

As noted in relation to Resolution 15 above, the Directors have no current intention of issuing ordinary shares other than in relation to the Company's employee share schemes.

The authority contained in Resolutions 16 and 17 will expire upon the expiry of the authority to allot shares conferred in Resolution 15 (that is at the end of the next AGM of the Company or, if earlier, at the close of business on 30 June 2026).

Authority to purchase own shares (Resolution 18)

Resolution 18 gives the Company authority to buy back its own ordinary shares in the market as permitted by the 2006 Act. 7KHbDXWKRULW\OLPLWVWKHQXPEHURIVKDUHVWKDWFRXOGEHSXUFKDVHGWRDPD[LPXPRIUHSUHVHQWLQJDSSUR[LPDWHO\ bRIWKHLVVXHGRUGLQDU\VKDUHFDSLWDORIWKH&RPSDQ\DVDW)HEUXDU\WKHODWHVWSUDFWLFDEOHGDWHSULRUWRSXEOLFDWLRQ RIbWKLVGRFXPHQW DQGVHWVPLQLPXPDQGPD[LPXPSULFHV7KLVDXWKRULW\ZLOOH[SLUHDWWKHHQGRIWKH&RPSDQ\ȆV\$*0RU LIbHDUOLHUDWWKHFORVHRIEXVLQHVVRQ-XQH2Q)HEUXDU\ZHDQQRXQFHGDVKDUHEX\EDFNRIXSWRePZKLFK ZLOObEHIXQGHGE\RXUH[SHFWHGFDVKJHQHUDWLRQLQ7KLVEX\EDFNUHIOHFWVRXURQJRLQJFRPPLWPHQWWRVXVWDLQDEOH shareholder returns, in addition to investment in organic and acquisitive growth, as a path to creating long-term, sustainable shareholder value.

As at 17 February 2025 (the latest practicable date prior to publication of this document), there were 4,485,754 warrants and options to subscribe for ordinary shares in the capital of the Company, representing 0.83% of the Company's issued share capital. If the authority to purchase the Company's ordinary shares being sought in Resolution 18 and the existing authority to purchase ordinary shares taken at last year's AGM (which expires at the end of this year's AGM) were to be exercised in full, these warrants and options would represent 1.40% of the issued share capital of the Company.

Annual General Meeting continued

Length of notice of meeting (Resolution 19)

Resolution 19 is a resolution to allow the Company to hold general meetings (other than AGMs) on at least 14 days' notice.

The minimum notice period for general meetings of listed companies is 21 days, but companies may reduce this period to at least 14 days (other than for AGMs) provided that two conditions are met. The first condition is that the company offers a facility for shareholders to vote by electronic means. This condition is met if the company offers a facility, accessible to all shareholders, to appoint a proxy by means of a website. The second condition is that there is an annual resolution of shareholders approving the reduction of the minimum notice period.

The Board is therefore proposing Resolution 19 as a special resolution to approve 14 days as the minimum period of notice IRUbDOObJHQHUDOPHHWLQJVRIWKH&RPSDQ\RWKHUWKDQ\$*0V7KHDSSURYDOZLOOEHHIIHFWLYHXQWLOWKHHQGRIWKH&RPSDQ\ȆV AGM, when it is intended that the approval be renewed. The Board will consider on a case-by-case basis whether the use of the flexibility offered by the shorter notice period is merited, taking into account the circumstances, including whether the business of the meeting is time sensitive and whether it is thought to be to the advantage of shareholders as a whole.

Action to be taken

Ordinary shareholders on the register of members of the Company

Your vote is important to us. Whether or not you propose to attend the meeting, we would encourage you to appoint a proxy and give your voting instructions. You can do this in one of the following ways:

  • complete the online form of proxy at www.sharevote.co.uk by following the online screen instructions; or
  • if you are a CREST member, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in the notice of meeting and the CREST Manual on the Euroclear website (www.euroclear.com); or
  • 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. Further details are set out in the notes section.

If you would prefer to use a paper form of proxy to appoint your proxy, you may request one by contacting the Company's registrar, Equiniti, on +44 (0) 371 384 2030. Lines are open between 8.30am and 5.30pm, Monday to Friday excluding public holidays in England and Wales.

Full details of how to appoint a proxy are set out in the notes to the notice on page 9. The appointment of proxy must be received E\WKH&RPSDQ\ȆVUHJLVWUDU(TXLQLWLDWWKHDGGUHVVLQGLFDWHGLQWKRVHQRWHVE\QRODWHUWKDQDPRQ7XHVGD\b0D\bRU in the case of any adjournment of the meeting, by no later than 48 hours before the time of the adjourned meeting (excluding non-working days).

Holders of ordinary shares via the Company Share Incentive Plan

If you hold ordinary shares in the Company via the Company Share Incentive Plan, you can instruct Equiniti Share Plan Trustees Limited to vote on the AGM resolutions on your behalf by going to Equiniti's Shareview website and logging in to your Shareview Portfolio at www.shareview.co.uk. Once logged in, simply click "View" on the "My investments" page and then click on the link to vote and follow the on-screen instructions. Full details of the procedures are given on the website.

The voting direction must be received by Equiniti Share Plan Trustees Limited, care of the Company's registrar, by no later than 10.00am on Friday 2 May 2025 or, in the case of any adjournment of the meeting, by no later than 72 hours before the time of the adjourned meeting (excluding non-working days).

Recommendation

The Board considers the resolutions are likely to promote the success of the Company and are in the best interests of the Company and its shareholders as a whole.

The Directors unanimously recommend that you vote in favour of the resolutions as they intend to do in respect of their own beneficial holdings (other than in respect of the matters in which they are interested).

Yours faithfully

Jonathan Bewes

Chair

NOTICE IS HEREBY GIVEN that the seventeenth Annual General Meeting ('AGM') of MONY Group PLC (the 'Company') will be held at Herbert Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG, on Thursday 8 May 2025 at 10.00am to transact the business set out below. Resolutions 1 to 15 below will be proposed as ordinary resolutions and Resolutions 16 to 19 will be proposed as special resolutions.

    1. To receive the accounts and the reports of the Directors and the auditor for the year ended 31 December 2024.
    1. To approve the Directors' Remuneration Report, other than the part containing the Directors' Remuneration Policy, for the year ended 31 December 2024.
    1. To declare a final dividend for the year ended 31 December 2024 of 8.9 pence for each ordinary share in the capital of the Company.
    1. To re-elect Peter Duffy as a Director.
    1. To re-elect Sarah Warby as a Director.
    1. To re-elect Caroline Britton as a Director.
    1. To re-elect Lesley Jones as a Director.
    1. To re-elect Rakesh Sharma as a Director.
    1. To re-elect Niall McBride as a Director.
    1. To re-elect Mary Beth Christie as a Director.
    1. To elect Jonathan Bewes as a Director.
    1. To reappoint KPMG LLP as auditor of the Company to hold office until the conclusion of the next AGM of the Company.
    1. To authorise the Audit Committee to determine the remuneration of the Company's auditor.
    1. THAT, in accordance with sections 366 and 367 of the Companies Act 2006, the Company and all companies which are subsidiaries of the Company at the date on which this resolution is passed or during the period when this resolution has effect are generally and unconditionally authorised to:
  • (a) make political donations to political parties or independent election candidates not exceeding £25,000 in total;
  • (b) make political donations to political organisations other than political parties not exceeding £25,000 in total; and
  • (c) incur political expenditure not exceeding £25,000 in total,

(as such terms are defined in the Companies Act 2006) during the period beginning with the date of the passing of this resolution and ending at the end of the AGM of the Company to be held in 2026 or, if earlier, at the close of business on b-XQHSURYLGHGWKDWWKHDXWKRULVHGVXPUHIHUUHGWRLQSDUDJUDSKVD E DQGF DERYHPD\EHFRPSULVHGRIRQHRU more amounts in different currencies which, for the purposes of calculating said sum, shall be converted into pounds sterling at the exchange rate published in the London edition of the Financial Times on the date on which the relevant donation is made or expenditure incurred (or the first business day thereafter) or, if earlier, on the day in which the Company enters LQWRbDQ\FRQWUDFWRUXQGHUWDNLQJLQUHODWLRQWRWKHVDPHSURYLGHGWKDWLQDQ\HYHQWWKHDJJUHJDWHWRWDODPRXQWRISROLWLFDO donations and political expenditure made or incurred by the Company and its subsidiaries pursuant to this resolution shall not exceed £75,000.

    1. THAT the Directors are generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company ('Rights'):
  • (a) up to an aggregate nominal amount of £35,792; and
  • (b) up to a further aggregate nominal amount of £35,792 provided that: (i) they are equity securities (within the meaning of section 560(1) of the Companies Act 2006); and (ii) they are offered by way of a fully pre-emptive offer to holders of ordinary shares on the register of members at such record dates as the Directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed to be held by them on any such record dates and to holders of other equity securities if required by the rights of those securities, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter,

provided that this authority shall expire at the end of the AGM of the Company to be held in 2026 or, if earlier, at the close of business on 30 June 2026, save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors shall be entitled to allot shares and grant Rights pursuant to any such offer or agreement as if this authority had not expired and all authorities vested in the Directors on the date of the notice of this meeting to allot shares and grant Rights that remain unexercised at the commencement of this meeting are revoked.

Annual General Meeting continued

    1. THAT, subject to Resolution 15 above being passed, the Directors are authorised pursuant to sections 570 and 573 of the Companies Act 2006 to allot equity securities (within the meaning of section 560 of that Act) for cash pursuant to the authority conferred by Resolution 15 above and by way of a sale of treasury shares as if section 561(1) of that Act did not DSSO\bWRDQ\VXFKDOORWPHQWRUVDOHSURYLGHGWKDWWKLVSRZHUVKDOOEHOLPLWHGWR
  • (a) the allotment of equity securities or sale of treasury shares in connection with an offer of securities (but in the case RIbWKHDXWKRULW\JUDQWHGXQGHUSDUDJUDSKE RI5HVROXWLRQE\ZD\RIDIXOO\SUHHPSWLYHRIIHURQO\ LQIDYRXURIWKH holders of ordinary shares on the register of members at such record dates as the Directors may determine and other persons entitled to participate therein where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed to be held by them on any such record dates, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter; and
  • (b) the allotment of equity securities or sale of treasury shares (otherwise than pursuant to sub-paragraph (a) of this Resolution 16) to any person or persons up to an aggregate nominal amount of £10,748,

and shall expire on the revocation or expiry of the general authority conferred by Resolution 15 above, save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the Directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.

    1. THAT, subject to Resolution 15 being passed and in addition to the power conferred by Resolution 16 above, the Directors are authorised pursuant to sections 570 and 573 of the Companies Act 2006 to allot equity securities (within the meaning of section 560 of that Act) for cash pursuant to the authority conferred by Resolution 15 above and by way of a sale of treasury shares as if section 561(1) of that Act did not apply to any such allotment or sale, provided that this power:
  • (a) s hall only be used for the purposes of financing (or refinancing, if the authority is to be used within twelve months DIWHUbWKHRULJLQDOWUDQVDFWLRQ DWUDQVDFWLRQZKLFKWKH'LUHFWRUVGHWHUPLQHWREHDQDFTXLVLWLRQRUVSHFLILHGFDSLWDO investment of a kind contemplated by the definition set out in the Appendix to 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
  • (b) shall be limited to the allotment of equity securities or sale of treasury shares to any person or persons up to an aggregate nominal amount of £10,748,

and shall expire on the revocation or expiry of the general authority conferred by Resolution 15 above, save that the Company shall still be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the Directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.

    1. THAT the Company is generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares in its capital on such terms and in such manner as the Directors may from time to time determine, provided that:
  • (a) the maximum aggregate number of ordinary shares hereby authorised to be acquired is 53,741,888;
  • (b) the minimum price (excluding expenses) which may be paid for any such ordinary share is its nominal value;
  • (c) the maximum price (excluding expenses) which may be paid for any such ordinary share is the higher of: (i) an amount equal to 105% of the average of the middle market quotations for an ordinary share in the Company as derived from 7KHb/RQGRQ6WRFN([FKDQJH'DLO\2IILFLDO/LVWIRUWKHILYHEXVLQHVVGD\VLPPHGLDWHO\SUHFHGLQJWKHGD\RQZKLFKVXFK share is contracted to be purchased; and (ii) the higher of the price of the last independent trade and the highest current independent bid for an ordinary share in the Company on the trading venues where the market purchases are carried out;
  • (d) the authority hereby conferred shall expire at the end of the AGM of the Company to be held in 2026 or, if earlier, at the close of business on 30 June 2026 unless previously renewed, varied or revoked by the Company in general meeting; and
  • (e) the Company may make a contract to purchase its ordinary shares under the authority hereby conferred prior to the expiry of such authority, which contract will or may be executed wholly or partly after the expiry of such authority, and may purchase its ordinary shares in pursuance of any such contract.

  • 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

Shazadi Stinton General Counsel and Company Secretary MONY Group PLC 3 March 2025

Registered office:

MONY Group House St. David's Park Ewloe Deeside CH5 3UZ 5HJLVWHUHGLQ(QJODQG :DOHV1R Ⱦ

Notes

Entitlement to attend and vote

  1. The right to attend and vote at the AGM is determined by reference to the Company's register of members (the 'Register'). Only those persons entered in the Register as at 6.30pm on Tuesday 6 May 2025 (or, if the AGM is adjourned, at 6.30pm on the day which is two business days before the time of the adjourned meeting) (the 'Specified Time') shall be entitled to attend, speak and vote at the AGM in respect of the number of shares registered in their name at such time. Changes to entries on the Register after the Specified Time shall be disregarded in determining the rights of any person to attend, speak and vote at the AGM.

Arrangements for the AGM

  1. Please refer to the Company's website, https://corporate.monygroup.com/investors/shareholder-information/generalmeetings-agm, for any updates to the arrangements for the AGM set out in this document.

Appointment of proxies

    1. A member who is entitled to attend and vote at the meeting is entitled to appoint another person(s) to exercise all or any of their rights to attend, speak and vote at the meeting. A member can appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attaching to different shares held by him.
    1. A proxy does not need to be a member of the Company but must attend the meeting to represent you. Your proxy could be the Chair of the AGM, another Director of the Company or another person who has agreed to attend to represent you. Your proxy must vote as you instruct and must attend the meeting for your vote to be counted.
    1. In order to be valid, an appointment of proxy must be returned or submitted (together with any authority under which it is executed or a certified copy of the authority) by one of the following methods:
  • hard copy form of proxy a member may appoint a proxy by completing and returning a paper form of proxy. A member who would like to appoint a proxy this way and who has not received a hard copy form of proxy should request one by contacting the Company's registrar, Equiniti, on +44 (0) 371 384 2030. Lines are open between 8.30am and 5.30pm, Monday to Friday excluding public holidays in England and Wales. A paper form of proxy must be completed in accordance with the instructions that accompany it and then delivered by post so as to be received by Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA;
  • online appointment a member may appoint a proxy online by logging onto www.sharevote.co.uk and following the instructions to submit a proxy appointment;
  • CREST appointment a member who holds shares in uncertificated form may use the CREST electronic proxy appointment service to appoint a proxy electronically, as explained in notes 7 and 8 below; or
  • 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. 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, and in each case the appointment of proxy must be received by the Company's registrar by no later than 10.00am on Tuesday 6 May 2025 or in the case of any adjournment by no later than 48 hours before the time of the adjourned meeting (excluding non-working days).

The return of a completed paper form of proxy or the submission of an electronic proxy appointment (in each case in accordance with the relevant instructions) will not prevent a member attending the AGM and voting in person.

    1. To change your proxy instructions, you may return or submit a new proxy appointment using the methods set out in note 5 above. Where you have appointed a proxy using the hard copy form of proxy and would like to change the instructions using another hard copy form of proxy, please contact the Company's registrar on the contact number set out in note 5 above. The deadline for receipt of proxy appointments (see note 5 above) also applies in relation to amended instructions. Where two or more valid separate appointments of proxy are received in respect of the same ordinary share in respect of the same meeting, the one which is last sent shall be treated as replacing and revoking the other or others.
    1. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising 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 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 & Ireland Limited's ('EUI') specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or 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 number RA19) by the latest time(s) for receipt of proxy appointments specified in note 5 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp 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. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5) (a) of the Uncertificated Securities Regulations 2001.
  • CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI 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 the responsibility of the CREST member concerned to take (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) take(s)) 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.

Nominated persons

  1. A copy of this notice has been sent for information only to persons who have been nominated by a member to enjoy information rights under section 146 of the Companies Act 2006 (a 'Nominated Person'). The right to appoint a proxy described in note 3 above cannot be exercised by a Nominated Person; it can only be exercised by the relevant member. However, a Nominated Person may have a right under an agreement between him and the member by whom they were nominated to be appointed as a proxy for the meeting or to have someone else so appointed. If a Nominated Person does QRWbKDYHVXFKDULJKWRUGRHVQRWZLVKWRH[HUFLVHLWWKH\PD\KDYHDULJKWXQGHUVXFKDQDJUHHPHQWWRJLYHLQVWUXFWLRQVWR the member as to the exercise of voting rights.

Corporate representatives

  1. A member of the Company which is a corporation may authorise a person or persons to act as its representative(s) at the meeting. In accordance with the provisions of the Companies Act 2006, each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company, provided that they do not do so in relation to the same shares. Any such representative should bring to the meeting written evidence of their appointment, such as a certified copy of a board resolution of, or a letter from, the corporation concerned confirming the appointment.

Publication of audit concerns

  1. Members satisfying the thresholds in section 527 of the Companies Act 2006 can require the Company to publish a statement on its website setting out any matter relating to: (a) 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 (b) any circumstances connected with an auditor of the Company ceasing to hold office since the last AGM, that the members propose to raise at the meeting. The Company cannot require the members requesting the publication to pay its expenses. Any statement placed on the website must also be sent to the Company's auditor no later than the time it makes its statement available on the website. The business which may be dealt with at the meeting includes any such statement that the Company has been required to publish on its website.

Entitlement to ask questions

  1. Any member attending the meeting has the right to ask questions relating to the business of the meeting which, in accordance with section 319A of the Companies Act 2006 and subject to some exceptions, the Company must cause to be answered. Although shareholders will be able to ask questions at the AGM itself, shareholders can also submit questions for WKH%RDUGLQDGYDQFHRIWKH\$*0E\HPDLOWRFRPSDQ\VHFUHWDU#PRQ\JURXSFRP7KH%RDUGZLOOHQGHDYRXUWRUHVSRQGWR any questions submitted by 6.00pm on Monday 28 April 2025 in advance of the proxy voting deadline at 10.00am on Tuesday 6 May 2025. Where questions are received after 6.00pm on Monday 28 April 2025, the Company will respond as soon as practicable, which may be after the AGM.

Members' rights

  1. Under sections 338 and 338A of the Companies Act 2006, members meeting the threshold requirements in those sections have the right to require the Company: (i) to give, to members of the Company entitled to receive notice of the meeting, notice of a resolution which those members intend to move (and which may properly be moved) at the meeting; and (ii) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may properly be included in the business at the meeting. A resolution may properly be moved, or a matter properly included in the business, unless: (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of any inconsistency with any enactment or the Company's constitution or otherwise); (b) it is defamatory of any person; or (c) it is frivolous or vexatious. A request made pursuant to this right may be in hard copy or electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authenticated by the person(s) making it and must be received by the Company not later than six clear weeks before the meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.

Holders of ordinary shares via the Company Share Incentive Plan

    1. Persons who hold ordinary shares in the Company via the Company Share Incentive Plan are not entitled to attend, speak or vote in person at the meeting.
    1. If you have any questions in relation to your voting direction, please contact the Company's registrar, Equiniti's, Employee Schemes helpline on +44 (0) 371 384 2040. Lines are open 8.30am to 5.30pm (UK time), Monday to Friday (excluding public holidays in England and Wales).

Holders of ordinary shares via the Company Share Incentive Plan continued

    1. You can instruct Equiniti Share Plan Trustees Limited to vote on the AGM resolutions on your behalf by way of a voting direction by going to Equiniti's Shareview website and logging in to your Shareview Portfolio at www.shareview.co.uk. 2QFHbORJJHGLQVLPSO\FOLFNȉ9LHZȊRQWKHȉ0\LQYHVWPHQWVȊSDJHDQGWKHQFOLFNRQWKHOLQNWRYRWHDQGIROORZWKHRQVFUHHQ instructions. Full details of the procedures are given on the website.
    1. In order to be valid, a voting direction must completed and returned to Equiniti Share Plan Trustees Limited by no later than 10.00am on Friday 2 May 2025, or in the case of any adjournment by no later than 72 hours before the time of the adjourned meeting (excluding non-working days).
    1. A person who is entitled to submit a voting direction and who wishes to change their voting direction may return a new voting direction using the method set out in note 17 above. The deadline for receipt of a voting direction (see note 17 above) also applies in relation to an amended voting direction. Where two or more valid separate voting directions are received in respect of the same ordinary share held via the Company Share Incentive Plan in respect of the same meeting, the one which is last sent shall be treated as replacing and revoking the other or others.

Documents for inspection

  1. Copies of the Executive Directors' service agreements and the Non-Executive Directors' letters of appointment are available for inspection at the registered office of the Company during usual business hours (Saturdays, Sundays and public holidays excluded), and will also be available at the place of the meeting for at least 15 minutes before, and during, the AGM.

General

    1. As at the close of business on 17 February 2025 (the latest practicable date prior to publication of this document), the Company's issued share capital consisted of 537,418,882 ordinary shares of 0.02 pence each, carrying one vote each. 7KHb&RPSDQ\GRHVQRWKROGDQ\RUGLQDU\VKDUHVLQWUHDVXU\7KHUHIRUHWKHWRWDOYRWLQJULJKWVLQWKH&RPSDQ\DWVXFK GDWHbZHUH
    1. The contents of this notice of meeting, details of the total number of shares in respect of which members are entitled to exercise voting rights at the meeting, details of the totals of the voting rights that members are entitled to exercise at the meeting and, LIbDSSOLFDEOHDQ\PHPEHUVȆVWDWHPHQWVPHPEHUVȆUHVROXWLRQVRUPHPEHUVȆPDWWHUVRIEXVLQHVVUHFHLYHGE\WKH&RPSDQ\ DIWHUbWKHGDWHRIWKLVQRWLFHZLOOEHDYDLODEOHRQWKH&RPSDQ\ȆVFRUSRUDWHZHEVLWHKWWSVFRUSRUDWHPRQ\JURXSFRP
    1. Please note that the Company takes all reasonable precautions to ensure no viruses are present in any electronic communication it sends out, but the Company cannot accept responsibility for loss or damage arising from the opening or use of any email or attachments from the Company and recommends that members subject all messages to virus checking procedures prior to use. Any electronic communication received by or on behalf of the Company, including the lodgement of an electronic proxy appointment or voting direction, that is found to contain any virus will not be accepted.
    1. You may not use any electronic address provided in this notice of meeting or any related documents (including the form of proxy and/or proxy voting direction form) to communicate with the Company for any purposes other than those expressly stated.

Data processing

    1. The Company will process personal data that shareholders provide to the Company, including the personal data of a shareholder's proxy if a proxy is provided. Personal data includes all data provided by shareholders, or on behalf of shareholders, which relates to: (1) the shareholder, including name and contact details, the votes that the shareholder casts and any other personal data collected by the controller regarding the shareholder, e.g. the shareholder's reference or identification number; and (2) any person who is identified as a proxy by a shareholder via a form of proxy, including their name and contact details.
    1. The Company will also process personal data of shareholders and/or their proxy to the extent that shareholders or their proxy attend meetings held by the Company and the Company documents or makes a recording of these meetings, in which case personal data processed by the Company may include images and audio of the shareholder or their proxy which may be captured in the form of photographs and/or video and audio recordings. Please note that if shareholders either provide the personal data of a proxy or send a proxy to a meeting in their place, the Company requires the shareholder to communicate this privacy information to such proxy.
    1. The Company and any third party to which it discloses the data (including the Company's registrar) may process such data IRUbWKHSXUSRVHVRIPDLQWDLQLQJWKH&RPSDQ\ȆVUHFRUGVPHHWLQJPDQDJHPHQWPDQDJLQJFRUSRUDWHDFWLRQVIXOILOOLQJWKH Company's obligations to shareholders, fulfilling the Company's legal obligations and communicating with shareholders.
    1. The Company's lawful bases for the processing described above, for the purposes described above, are that the processing LVbQHFHVVDU\LQRUGHUIRUWKH&RPSDQ\WR IXOILOLWVOHJLWLPDWHLQWHUHVWVDQG FRPSO\ZLWKLWVOHJDOREOLJDWLRQV
    1. All of this data will be processed in accordance with the Company's privacy notice which can be accessed at: https://corporate.monygroup.com/privacy.

Appendix 1

Directors seeking election/re-election

The reasons why Directors' contributions are, and continue to be, important to the Company's long-term sustainable success are set out for each Director below in that Director's biography.

Peter Duffy

Chief Executive Officer

Term of Office: Appointed September 2020

Member of the Nomination Committee

Peter's contribution to the Board, key strengths, skills and reasons for re-election: Peter's key contributions to the Board are extensive experience in digital businesses and a dynamic leadership style. He was previously CEO of Just Eat and before that was Chief Commercial Officer at easyJet and Marketing Director of Audi UK. Peter started his career in banking, holding positions with Barclays, Yorkshire Bank and TSB. Peter has an excellent overall track record, as well as very relevant experience in driving digital revenues and in all aspects of marketing. He is well rounded from a sector perspective having ZRUNHGbLQILQDQFLDOVHUYLFHVDLUOLQHVDXWRPRWLYHDQGFRQVXPHULQWHUQHW7KLVPL[KDVJLYHQKLPSOHQW\RIH[SRVXUHWR RSHUDWLQJbZLWKLQDUHJXODWHGHQYLURQPHQW

Sarah Warby

Independent Non-Executive Director and Non-Executive Director Employee Champion

Term of Office: Appointed June 2018

Member of Remuneration, Audit, Nomination and Risk & Sustainability Committees

Sarah's contribution to the Board, key strengths, skills and reasons for re-election: Sarah has experience of building valuable brands across consumer sectors. She was previously Chief Executive Officer of Lovehoney and before that Chief Growth Officer of HyperJar Ltd. Prior to that, Sarah was Chief Marketing Officer at J Sainsbury plc and Marketing Director of Heineken UK. She is a fellow of the Marketing Society and Marketing Academy. A proven leader, with strong people and communications skills, Sarah brings valuable experience to her role as Non-Executive Director and designated NED for consumers.

Caroline Britton

Senior Independent Director

Term of Office: Appointed September 2019

Chair of Audit Committee, member of Remuneration, Nomination and Risk & Sustainability Committees

Caroline's contribution to the Board, key strengths, skills and reasons for re-election: Caroline has a strong financial background, retiring as Audit Partner at Deloitte LLP after 30 years of service (2000 to 2018 as Audit Partner). Caroline is an FCA of the Institute of Chartered Accountants in England and Wales and holds an MA in Economics from Cambridge University. Caroline's strong financial background and regulatory experience make her ideally skilled to chair the Audit Committee and she brings to the Board valuable governance and risk management expertise.

Lesley Jones

Independent Non-Executive Director

Term of Office: Appointed September 2021

Chair of Risk & Sustainability Committee, member of Nomination and Audit Committees

Lesley's contribution to the Board, key strengths, skills and reasons for re-election: Lesley was previously a Non-Executive Director of N Brown Group plc, ReAssure Group plc (where she chaired the Risk Committee), Northern Bank Limited, Close Brothers Group plc (where she also chaired the Risk Committee) and an Independent Member of Moody's ,QYHVWRUb6HUYLFHV/WG/HVOH\VWDUWHGKHUFDUHHUDW&LWLJURXS,QFZKHUHVKHKHOGDQXPEHURIVHQLRUUROHVLQUHODWLRQVKLSDQG ULVNbPDQDJHPHQWRYHUDSHULRGRI\HDUV6KHWKHQVSHQWRYHUILYH\HDUVDW5%6*URXSSOFDV*URXS&KLHI&UHGLW2IILFHUZKHUH she rebalanced the Group's credit risk appetite, established a market-leading credit function and led its credit quality assurance function. Lesley's extensive experience as a global credit risk manager operating at both executive and board level means that she is well placed to chair the Risk and Sustainability Committee and brings her broader financial services expertise to the \$XGLWbDQG1RPLQDWLRQ&RPPLWWHHV

Appendix 1 continued

Rakesh Sharma

Independent Non-Executive Director

Term of Office: Appointed October 2022

Chair of Remuneration Committee, member of Audit, Nomination and Risk & Sustainability Committees

Rakesh's contribution to the Board, key strengths, skills and reasons for re-election: Rakesh is a former Chief Executive Officer and brings to the Board over 30 years' broad experience from the tech and cyber industries. Having successfully overseen remuneration policy updates when he was at PayPoint plc, he brings valuable experience to the Board as Chair of the Remuneration Committee.

Niall McBride

Chief Financial Officer

Term of Office: Appointed February 2023

Niall's contribution to the Board, key strengths, skills and reasons for re-election: A chartered accountant, Niall brings strong digital, consumer and corporate finance experience to the Board. Niall was most recently Chief Financial Officer at Ocado Retail Limited and prior to this he was a Managing Director at Rothschild & Co, having commenced his career at PwC.

Mary Beth Christie

Independent Non-Executive Director

Term of office: Appointed July 2023

Member of Audit, Nomination, Risk & Sustainability and Remuneration Committees

Mary Beth's contribution to the Board, key strengths, skills and reasons for re-election: Mary Beth (MB), a former &KLHIb3URGXFW2IILFHUDQG&KLHI2SHUDWLQJ2IILFHUEULQJVWRWKH%RDUGRYHU\HDUVRIH[SHULHQFHLQGLJLWDOSURGXFWWHFK GDWDbDQGRSHUDWLRQVDFURVVVHYHUDOVHFWRUVLQFOXGLQJLQVXUDQFHPHGLDWUDYHOSURSHUW\DQGHFRPPHUFH

Jonathan Bewes

Chair of the Board

Term of Office: Appointed as Non Executive Chair Designate in July 2024 and as Chair on 1 January 2025

Member of the Nomination Committee

Jonathan's contribution to the Board, key strengths, skills and reasons for election: A chartered accountant, Jonathan brings to the Board 25 years of investment banking experience, acting as adviser to boards of large, predominantly UK public companies, before becoming Chairman of Corporate and Institutional Banking at Standard Chartered Bank. His roles at SAGE plc and NEXT plc further mean that he brings both strategic and commercial acumen.

MONY Group PLC

Telephone: 01244 665700

Registered in England No. 6160943

Registered Office: MONY Group House, St. David's Park, Ewloe, Deeside, CH5 3UZ

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