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 immediately consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if you reside elsewhere, another appropriately authorised financial adviser.

If you have sold or otherwise transferred all of your shares in PensionBee Group plc, please forward this document, together with the accompanying documents (except any personalised form of proxy, if applicable), as soon as possible, either to the purchaser or transferee, or to the person who arranged the sale or transfer, for transmission to the purchaser or transferee.

Chairman's Letter to Shareholders and Notice of 2022 Annual General Meeting

PensionBee

PensionBee Group plc

209 Blackfriars Road

London SE1 8NL

Dear Shareholder,

21 April 2022

2022 Annual General Meeting

I am pleased to invite you to this year's annual general meeting (the 'AGM' or 'Meeting') of PensionBee Group plc (the 'Company'). This will be the Company's first shareholders' meeting following its successful admission to trading on the Main Market of the London Stock Exchange in April 2021.

The AGM will be held at 2.00 p.m. on Wednesday 18 May 2022 at the offices of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ and via the electronic facilities being made available.

Although the Company does not anticipate there to be any COVID-19 restrictions in place at the time of the AGM, it is mindful that COVID-19 restrictions and guidance from the UK Government can change at short notice. Such restrictions may mean that the time, date and/or venue of the AGM may need to be changed. Should there be any changes (including adjournment or postponement of the Meeting) the Company will notify shareholders through announcements made on the London Stock Exchange and published on the Company's website as soon as practicable.

Full details of the AGM (including how to participate in the AGM) and the resolutions that will be put to shareholders are set out in the Notice of 2022 Annual General Meeting (the 'Notice').

AGM Arrangements

To ensure that our first AGM is inclusive, engaging and democratic, shareholders will be able attend and participate in the meeting electronically as if they were attending in person.

We strongly encourage you to attend and participate in the AGM electronically. You can access this by logging on to: https://web.lumiagm.com/193-727-815. On this website you can submit questions and your voting instructions during the meeting. A step-by-step guide on how to join the meeting electronically and submit your votes and questions can be found on pages 10 to 12 of the Notice and in the PensionBee AGM Online guide on page 17 of this document.

We encourage you to submit any questions you may have for the board of the Company (the 'Board') by 5.00 p.m. on Monday 16 May 2022, by emailing [email protected]. Please include your full name and your Shareholder Reference Number in your email.

The Board will give priority to answering pre-submitted questions at the AGM and any responses to these will be published on our website as soon as practicable after the AGM. Please note that where a number of very similar questions have been asked, we may group these accordingly.

You are entitled to attend the meeting in person at the offices of Clifford Chance LLP, 10 Upper Bank Street, London, E14 5JJ. The AGM will be broadcast from the venue. As most of our Board members will be joining electronically, there will be limited opportunity for shareholder interaction in person, as those at the venue will be taking part in the meeting broadcast under studio conditions.

If you would like to attend the meeting in person, we ask you to please register your intention as soon as possible by emailing us at [email protected] (including your name and Shareholder Reference Number in the email) to help us plan appropriately.

Voting before the Meeting

Your vote is important to us and we strongly encourage you to take an active part in voting either in advance or on the day.

If you are unable to attend the AGM either electronically or in person, you can exercise your right to vote in advance of the AGM by submitting your proxy appointment either electronically or by post. We strongly encourage you to appoint the Chair of the meeting as your proxy to ensure that your vote will be validly counted.

You can submit your proxy appointments and voting instructions in advance of the AGM as follows:

Electronically using www.sharevote.co.uk;
By submitting a paper proxy form;
CREST members may use the CREST electronic proxy appointment service; or
Institutional investors may also be able to appoint a proxy electronically via the Proxymity platform - please go to www.proxymity.io.

Paper proxy votes should be provided as soon as possible and must be received by the Company's Registrar no later than 2.00 p.m. on 16 May 2022 in order to be valid. Paper Proxy Forms are available from Equiniti on request.

Votes submitted via Sharevote, Shareview or via the CREST or Proxymity platforms should be registered by no later than 2.00 p.m. on 16 May 2022. After then you will no longer be able to submit your proxy vote in this way. You will be able to vote in one of three ways for each of the resolutions: 'For', 'Against' or 'Withheld'. Please note that a 'Withheld' is not a vote in law and will not be counted in the calculation of votes 'For' and 'Against' each resolution.

Voting at the Meeting

Shareholders attending the Meeting at the physical venue or electronically will be able to vote in real time during the Meeting.

If you are planning to attend the Meeting electronically and would like to cast your vote during the Meeting, please refer to pages 10 to 12 of the Notice and in the PensionBee AGM Online guide on page 17 of this document for full information on the process. If you are planning to attend the physical Meeting, you will be provided with a poll card at the venue.

Voting Results

The results of the AGM will be announced through a Regulatory Information Service and will be published on our website www.pensionbee.com as soon as reasonably practicable following the conclusion of the AGM.

Recommendation

17 resolutions are being proposed at the AGM. The resolutions and the explanatory notes for all of the resolutions can be found on pages 3 to 12 of the Notice.

The Board is of the opinion that all of the resolutions which are to be proposed at the AGM are in the best interests of the Company and its shareholders as a whole and therefore unanimously recommend that you vote in favour of all the proposed resolutions, as they intend to do in respect of their own beneficial holdings.

Yours faithfully,

Mark Wood
Chairman
21 April 2022

Notice of 2022 Annual General Meeting

Notice is hereby given that the 2022 Annual General Meeting (the 'AGM') of PensionBee Group plc (the 'Company') will be held at and broadcast from Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ at 2.00 p.m. on Wednesday 18 May 2022 for the purposes set out below.

Resolutions 1 to 13 will be proposed as ordinary resolutions, which must each receive more than 50% of the votes cast in order to be passed, and Resolutions 14 to 17 will be proposed as special resolutions, which must each receive at least 75% of the votes cast in order to be passed.

Ordinary Resolutions

Report and Accounts

To receive the Company's financial statements and the reports of the directors and of the auditors for the financial year ended 31 December 2021 (the '2021 Annual Report and Financial Statements').

Remuneration Policy and Report

To approve the Directors' Remuneration Report for the year ended 31 December 2021 as set out on pages 80 to 96 of the 2021 Annual Report and Financial Statements (other than the section containing the Directors' Remuneration Policy as set out on pages 83 to 91 of the 2021 Annual Report and Financial Statements).
To approve the Directors' Remuneration Policy, the full text of which is set out on pages 83 to 91 of the 2021 Annual Report and Financial Statements.

Appointment of Directors

To appoint Romi Savova as an Executive Director.
To appoint Jonathan Lister Parsons as an Executive Director.
To appoint Mark Wood CBE as an Independent Non-Executive Director.
To appoint Mary Francis CBE as an Independent Non-Executive Director.
To appoint Michelle Cracknell CBE as an Independent Non-Executive Director.
To appoint Lara Oyesanya FRSA as an Independent Non-Executive Director.

Appointment and Remuneration of the Auditor

To reappoint Deloitte LLP as the Company's auditor to hold office from the conclusion of the AGM until the conclusion of the next general meeting of the Company at which accounts are laid.
To authorise the Audit and Risk Committee of the Company to determine the auditor's remuneration on behalf of the Board.

Directors' Authority to Allot Shares

To generally and unconditionally authorise the directors of the Company (the 'Directors'), pursuant to and in accordance with Section 551 of the Companies Act 2006 (the '2006 Act'), 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:

a. up to an aggregate nominal amount of £73,808; and
b. comprising equity securities (as defined in Section 560(1) of the 2006 Act) up to a further aggregate nominal amount of £73,808 in connection with an offer by way of a rights issue;

such authorities to apply in substitution for all existing authorities and to expire at the conclusion of the next annual general meeting of the Company to be held in 2023 or on 18 August 2023, whichever is the earlier, unless previously renewed, varied or revoked by the Company in a 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 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 12 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 2006 Act) are to the nominal amount of shares that may be allotted pursuant to the rights.

For the purposes of this Resolution, '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, if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

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.

Political Donations

13 To authorise the Company, and any company which, at the time during the period for which this resolution has effect, is a subsidiary of the Company, for the purposes of Section 366 of the 2006 Act to:

a. make political donations to political parties or independent election candidates, not exceeding £50,000 in total;
b. make political donations to political organisations other than political parties, not exceeding £50,000 in total; and
c. incur political expenditure not exceeding £50,000 in total;

provided that the aggregate amount of any such donations and expenditure shall not exceed £50,000, during the period beginning with the date of the passing of this resolution and ending at the conclusion of the next annual general meeting to be held in 2023 or on 18 August 2023, whichever is the earlier, unless previously renewed, varied or revoked by the Company in a general meeting, provided that the maximum amounts referred to in (a), (b) and (c) 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.

For the purpose of this resolution, the terms 'political donations', 'political parties', 'independent election candidates', 'political organisations' and 'political expenditure' have the meanings set out in Sections 363 to 365 of the 2006 Act.

Special Resolutions

Disapplication of Pre-Emption Rights

14 That, if Resolution 12 is passed, the Directors be generally empowered pursuant to Section 570 of the 2006 Act to allot equity securities (as defined in Section 560(1) of the 2006 Act) for cash under the authority given by that resolution and/or pursuant to Section 573 of the 2006 Act to sell ordinary shares held by the Company as treasury shares for cash, in each case as if section 561 of the 2006 Act did not apply to any such allotment or sale, such authority to be limited:

a. 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 (b) of Resolution 12, by way of a rights issue only):

i. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
ii. 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; and

b. to the allotment of equity securities pursuant to the authority granted by paragraph (a) of Resolution 12 and/or sale of treasury shares for cash (in each case otherwise than in the circumstances set out in paragraph (a) of this Resolution 14 up to a nominal amount of 5 per cent. of the issued ordinary share capital of the Company as at the latest practicable date before publication of the notice of meeting (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 authorities to apply in substitution for all existing powers and to expire at the conclusion of the next annual general meeting of the Company or, if earlier, at the close of business on 18 August 2023 unless previously renewed, varied or revoked by the Company in a general meeting but in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

For the purpose of this Resolution 14, 'rights issue' has the same meaning as in Resolution 12 above.

15 That, in addition to any authority granted under Resolution 14, and subject to the passing of Resolution 12, the Directors be generally empowered pursuant to Section 570 of the 2006 Act to allot equity securities (as defined in Section 560(1) of the 2006 Act) for cash pursuant to the authority granted by Resolution 12 and/or pursuant to Section 573 of the 2006 Act 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 2006 Act, such authority to be:

a. limited to the allotment of equity securities and/or sale of treasury shares for cash up to a nominal amount of 5 per cent. of the issued ordinary share capital of the Company as at the latest practicable date before publication of the notice of meeting (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
b. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board determines 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,

such authority to expire at the conclusion of the next annual general meeting of the Company or, if earlier, at the close of business on 18 August 2023 unless previously renewed, varied or revoked by the Company in a general meeting but, in each case, prior to its expiry the Company may make offers, and enter into agreements, 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.

Notice of General Meetings

16 To authorise the Directors to call a general meeting other than an annual general meeting on no less than 14 clear days' notice.

Adoption of New Articles of Association

17 That, with effect from the conclusion of the AGM, the amended Articles of Association of the Company, produced to the Meeting and initialled by the Chair of the Meeting for the purposes of identification, be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association.

Recommendation

Your Directors are of the opinion that all of the resolutions which are to be proposed at the AGM are in the best interests of the Company and its shareholders as a whole and therefore unanimously recommend that you vote in favour of all the proposed resolutions, as they intend to do in respect of their own beneficial holdings.

By order of the Board

For and on behalf of Prism Cosec Limited Company Secretary

21 April 2022

Registered Office: PensionBee Group plc, 209 Blackfriars Road, London SE1 8NL

Registered in England and Wales No. 13172844

Explanation of Resolutions

An explanation of each of the resolutions is set out below.

Resolutions 1 to 13 (inclusive) are ordinary resolutions; Resolutions 14 to 17 are special resolutions. To be passed, ordinary resolutions require more than 50% of votes cast to be in favour of the resolution whilst special resolutions require at least 75% of the votes cast to be in favour of the resolution.

Ordinary Resolutions

Resolution 1: Report and Accounts

The first item of business is the receipt by the shareholders of the Directors' Report and the accounts of the Company for the year ended 31 December 2021. The Directors' Report, the accounts, the strategic report, and the Report of the Company's auditors on the accounts and on those parts of the Directors' Remuneration Report that are capable of being audited, are contained within the 2021 Annual Report and Financial Statements.

Resolution 2: Remuneration Report

Resolution 2 seeks shareholder approval of the Directors' Remuneration Report for the year ended 31 December 2021, which is set out on pages 80 to 96 of the 2021 Annual Report and Financial Statements (excluding pages 83 to 91, which comprise the Directors' Remuneration Policy subject to a separate vote). The vote on this resolution is advisory in nature and Directors' remuneration is not conditional on the passing of this resolution.

Resolution 3: Directors' Remuneration Policy

The Directors' Remuneration Policy is contained in the Directors' Remuneration Report and can be found at pages 83 to 91 of the 2021 Annual Report and Financial Statements. The Directors are required to seek shareholder approval for a Remuneration Policy at least every three years, except in the event that a change to the Policy is proposed or the advisory vote on the Directors' Remuneration Report is not passed in any year subsequent to the approval of the Policy. Shareholders are invited to approve the new Directors' Remuneration Policy by voting on Resolution 3. The Policy sets out the Company's forward-looking policy on Directors' remuneration and is subject to a binding shareholder vote. If Resolution 3 is passed, the Policy will take effect from the date of this AGM (the 'Effective Date') and, from the Effective Date, the Company may not make a remuneration payment or payment for loss of office to a person who is, or is to be, or has been a director of the Company unless that payment is consistent with the approved Policy, or such payment has otherwise been approved by a shareholders' resolution.

Resolutions 4 - 9: Appointment of Directors

In accordance with the Company's Articles of Association, all Directors of the Company, having not previously been appointed by shareholders, are required to submit themselves for appointment by Shareholders.

Biographical details of each of the Directors who are seeking appointment appear on pages 13 to 16 of the PensionBee Board of Directors section of this document.

The Board believes that each director brings considerable and wide-ranging skills and experience to the Board as a whole and continues to make an effective and valuable contribution to the deliberations of the Board.

The Board carries out a review of the independence of its Directors on an annual basis. In considering the independence of the non-executive Directors proposed for appointment, the Board has taken into consideration the guidance provided by the UK Corporate Governance Code. Accordingly, the Board considers all of the non-executive Directors proposed for appointment to be independent in accordance with the UK Corporate Governance Code and Resolutions 6 to 9 relate to the appointment of such Directors respectively.

Under the Listing Rules, because Romi Savova is a controlling shareholder of the Company (that is, she exercises or controls more than 30% of the voting rights of the Company), the election of any independent director by shareholders must be approved by a majority vote of both:

(1) the shareholders of the Company; and
(2) the independent shareholders of the Company (that is, the shareholders of the Company entitled to vote on the election of Directors who are not controlling shareholders of the Company).

Under the Listing Rules, anyone who holds shares in the Company and is deemed to be acting in concert with Romi Savova is also treated as a controlling shareholder for the purposes of these voting requirements. Therefore, the votes of these persons will also be excluded when calculating the votes of the independent shareholders.

Resolutions 6 to 9 are therefore being proposed as ordinary resolutions which all shareholders may vote on, but in addition, the Company will separately count the number of votes cast by independent shareholders in favour of the resolutions (as a proportion of the total votes of independent shareholders cast on the resolutions) to determine whether the second threshold referred to in (2) has been met. The Company will announce the results of the resolutions on this basis as well as announcing the results of the ordinary resolutions of all shareholders.

Under the Listing Rules, if a resolution to appoint an independent director is not approved by a majority vote of both the shareholders as a whole and the independent shareholders of the Company at the AGM, a further resolution may be put forward to be approved by the shareholders as a whole at a meeting which must be held more than 90 days after the date of the first vote but within 120 days of the first vote. Accordingly, if any of Resolutions 6 to 9 are not approved by a majority vote of the Company's independent shareholders at the AGM, the relevant director(s) will be treated as having been appointed only for the period from the date of the AGM until the earlier of: (i) the close of any general meeting of the Company, convened for a date more than 90 days after the AGM but within 120 days of the AGM, to propose a further resolution to re-elect the director; (ii) the date which is 120 days after the AGM; and (iii) the date of any announcement by the Board that it does not intend to hold a second vote.

In the event that the director's appointment is approved by a majority vote of all shareholders at a second meeting, the director will then be appointed until the next annual general meeting.

The Company is also required to provide details of: (i) any previous or existing relationship, transaction or arrangement between an independent director and the Company, its Directors, any controlling shareholder or any associate of a controlling shareholder; (ii) why the Company considers the proposed independent director will be an effective director; (iii) how the Company has determined that the proposed director is an independent director; and (iv) the process by which the Company has selected each independent director. These details are provided for the independent Directors as part of their respective biographies as set out on pages 13 to 16 of the PensionBee Board of Directors section of this document. The Company has received confirmation from each of the independent Directors that, except as already disclosed, there is no existing or previous relationship, transaction or arrangement that the independent Directors have or have had with the Company, its Directors, any controlling shareholder or any associate of a controlling shareholder.

Resolution 10: Appointment of the Auditor

The auditors of a company must be appointed or re-appointed at each general meeting at which the accounts are laid. Resolution 10 proposes, on the recommendation of the Audit and Risk Committee, the appointment of Deloitte LLP as the Company's auditors, effective as at the conclusion of the AGM until the conclusion of the next general meeting of the Company at which accounts are laid.

Resolution 11: Remuneration of the Auditor

Resolution 11 seeks shareholder consent for the Audit and Risk Committee of the Company to set the remuneration of the Auditors.

Resolution 12: Directors' Authority to Allot Shares

The purpose of Resolution 12 is to renew the Directors' power to allot shares. The authority in paragraph (a) will allow the Directors to allot new shares and grant rights to subscribe for, or convert other securities into, shares up to approximately one third (33.3%) of the total issued ordinary share capital of the Company (excluding any shares held in treasury) which as at 20 April 2022 (being the latest practicable date prior to the publication of this Notice) is equivalent to a nominal value of £73,808.

The authority in paragraph (b) will allow the Directors to allot new shares and grant rights to subscribe for, or convert other securities into, shares only in connection with a rights issue up to a further nominal value of £73,808, which is equivalent to approximately one third (33.3%) of the total issued ordinary share capital of the Company (excluding any shares held in treasury) as at 20 April 2022 (being the latest practicable date prior to the publication of this Notice). The Company currently holds no shares in treasury.

There are no present plans to undertake a rights issue or to allot new shares other than in connection with employee share incentive plans. The Directors consider it desirable to have the maximum flexibility permitted by corporate governance guidelines to respond to market developments and to enable allotments to take place to finance business opportunities as they arise.

If the Resolution is passed, the authority will expire on the earlier of the conclusion of the next annual general meeting in 2023 or 18 August 2023.

Resolution 13: Political Donations

Resolution 13 concerns Part 14 of the 2006 Act 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 2006 Act, 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, national and European 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 2006 Act.

This resolution does not purport to authorise any particular donation or expenditure but is expressed in general terms as required by the 2006 Act and is intended to authorise normal donations and expenditure. If approved, Resolution 13 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 2006 Act) up to an aggregate limit of £50,000 during the period beginning with the date of the passing of this resolution and ending at the conclusion of the annual general meeting to be held in 2023 or on 18 August 2023 (whichever is the earlier) whilst avoiding, because of the uncertainty over the definitions used in the 2006 Act, inadvertent or technical infringement of the 2006 Act. Any political donation made or political expenditure incurred which is in excess of £200 will be disclosed in the Company's annual report for next year, as required by the 2006 Act. The authority will not be used to make political donations within the normal meaning of that expression.

Special Resolutions

Resolution 14-15: Disapplication of Pre-emption Rights

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 shareholders in proportion to their existing holdings.

Resolution 14 deals with the authority of the Directors to allot new shares or other equity securities pursuant to the authority given by Resolution 12, or sell treasury shares, for cash without the shares or other equity securities first being offered to shareholders in proportion to their existing holdings. Such authority shall only be used in connection with a pre-emptive offer, or otherwise, up to an aggregate nominal amount of £11,082, being approximately 5% of the total issued ordinary share capital of the Company as at 20 April 2022 (being the latest practicable date prior to the publication of this Notice). As at 20 April 2022 the Company holds no treasury shares.

The Pre-Emption Group Statement of Principles supports the annual disapplication of pre-emption rights in respect of allotments of shares and other equity securities (and sales of treasury shares for cash) representing no more than an additional 5% of issued ordinary share capital (excluding any shares held in treasury), to be used only in connection with an acquisition or specified capital investment. The Pre-Emption Group's Statement of Principles defines 'specified capital investment' as meaning one or more specific capital investment related uses for the proceeds of an issuance of equity securities, in respect of which sufficient information regarding the effect of the transaction on the company, the assets of the subject of the transaction and (where appropriate) the profits attributable to them is made available to shareholders to enable them to reach an assessment of the potential return.

Accordingly, and in line with the template resolutions published by the Pre-Emption Group, Resolution 15 seeks to authorise the Directors to allot new shares and other equity securities pursuant to the authority given by Resolution 12, or sell treasury shares, for cash up to a further nominal amount of £11,082, being approximately 5% of the total issued ordinary share capital of the Company as at 20 April 2022 (being the latest practicable date prior to the publication of this Notice), only in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment, or which has taken place in the preceding six-month period and is disclosed in the announcement of the issue.

If the authority given in Resolution 14 is used, the Company will publish details of the placing in its next annual report.

If these resolutions are passed, the authorities will expire at the conclusion of the next annual general meeting of the Company or on 18 August 2023, whichever is earlier.

The Board considers the authorities in Resolutions 14 and 15 to be appropriate in order to allow the Company flexibility to finance business opportunities or to conduct a rights issue or other pre-emptive offer without the need to comply with the strict requirements of the statutory pre-emption provisions.

The Board intends to adhere to the provisions in the Pre-Emption Group's Statement of Principles not to allot shares for cash on a non-pre-emptive basis (other than pursuant to a rights issue or pre-emptive offer) in excess of an amount equal to 7.5% of the total issued ordinary share capital of the Company within a rolling three-year period other than (i) after prior consultation with shareholders or (ii) in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment. Adherence to the Pre-Emption Group's Statement of Principles would not preclude issuances under the authority sought under Resolution 15.

Resolution 16: Notice of General Meetings

Under the 2006 Act, as amended, the notice period required for all general meetings of the Company is 21 clear days, unless shareholders have approved the calling of general meetings (other than annual general meetings) at shorter notice. Such shorter notice period cannot be less than 14 clear days. The shorter notice period for which shareholder approval is sought under Resolution 16 would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole. In the event that a general meeting is called on less than 21 clear days' notice, the Company will meet the requirements for electronic voting under The Companies (Shareholders' Rights) Regulations 2009. Shareholder approval will be effective until the Company's next annual general meeting, when it is intended that a similar resolution will be proposed or, if earlier, at the close of business on 18 August 2023. Annual general meetings will continue to be held on at least 21 clear days' notice.

Resolution 17: Adoption of New Articles of Association

Resolution 17 proposes the adoption of new articles of association of the Company (the "New Articles") in place of the Company's existing articles of association which were adopted in April 2021 (the "Existing Articles") with effect from the conclusion of the meeting. The changes being introduced in the New Articles are of a minor, technical or clarifying nature and are visible on the marked up copy available for inspection on the Company's website at www.pensionbee.com.

A copy of the New Articles are available for inspection at the Company's registered office and on the National Storage

Mechanism of the Financial Conduct Authority website (https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storagemechanism) from the date of this Notice until the close of the AGM. They will be available for inspection on request during usual business hours on any weekday (Saturdays, Sundays and public holidays excluded) at the registered office of the Company at 209 Blackfriars Road, London SE1 8NL from the date of this Notice until the conclusion of the AGM, and at the offices of Clifford Chance LLP, 10 Upper Bank Street, London, E14 5JJ from 15 minutes before the AGM until its conclusion.

Further Notes to the Notice of Annual General Meeting

A shareholder is entitled to appoint another person as his or her proxy to exercise all or any of his or her rights to attend, speak and vote at the AGM. A proxy need not be a shareholder of the Company. We strongly encourage you to appoint the Chair of the meeting as your proxy as if there are any restrictions on public gatherings and/or non-essential travel at the time of the meeting, shareholders, proxies and others will not be able to attend the meeting in person.
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. Failure to specify the number of shares each proxy appointment relates to or specifying a number which when taken together with the numbers of shares set out in the other proxy appointment is in excess of the number of shares held by the shareholder may result in the proxy appointment being invalid. A proxy may only be appointed in accordance with the procedures set out in notes 3 and 4 below.
Shareholders may appoint a proxy, and vote, either:

a. by returning a hard copy form of proxy to the Company's registrars, Equiniti, Aspect House, Spencer Road, Lancing, BN99 6DA.

b. electronically by visiting www.sharevote.co.uk. For security purposes, you will need to provide your voting ID, task ID and Shareholder Reference Number (SRN) (which are shown under your name on the Form of Proxy). Full instructions are given on the website. The proxy appointment and instructions should reach the Company's Registrars no later than 2.00 p.m. on Monday 16 May 2022. Alternatively, if you have already registered via the Registrar's online portfolio service, Shareview, you can submit your proxy electronically by logging onto your portfolio at www.shareview.co.uk using your user ID and password. Once logged in simply click "View" on the "My Investments" page, click the link to vote and follow the instructions on the screen. Please note that any electronic communication sent to the Company's registrar in respect of the appointment of a proxy that is found to contain a computer virus will not be accepted.

c. In the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in notes 18 to 21 below.

d. 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.

In order for a proxy appointment to be valid, the appointment must be received by Equiniti no later than 2.00 p.m. on 16 May 2022 (or, if the meeting is adjourned, no later than 48 hours before the time of any adjourned or postponed meeting).
If shareholders return more than one proxy appointment, either by electronic communication or hard copy proxy form, the appointment received last by the Registrar before the latest time for receipt of proxies will take precedence. You are advised to read the terms and conditions of use carefully. Electronic communication facilities are open to all shareholders and those who use them will not be disadvantaged.
In the case of joint holders of a share the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names appear in the register of members in respect of the share.
The right 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 2006 Act ('nominated persons'). Nominated persons may have a right under an agreement with the member 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.
Holders of ordinary shares are entitled to attend and vote at general meetings of the Company. The total number of issued ordinary shares (excluding any shares held in treasury) in the Company on 20 April 2022 (being the latest practicable date prior to the publication of this Notice) is 221,646,089 carrying one vote each on a poll. Therefore, the total number of voting rights exercisable as at 20 April 2022 (being the latest practicable date prior to the publication of this Notice) are 221,646,089.
Entitlement to attend and vote at the AGM, and the number of votes which may be cast at the meeting, will be determined by reference to the Company's register of members as at 6.30 p.m. on 16 May 2022 or, if the meeting is adjourned, 6.30 p.m. on the day which is two days' prior to the adjourned meeting (as the case may be). In each case, changes to the register of members after such time will be disregarded.

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.
Shareholders should note that, under Section 527 of the 2006 Act 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 AGM; or (ii) any circumstance connected with an auditor of the Company appointed for the financial year ended 31 December 2021 ceasing to hold office since the previous meeting at which annual accounts and reports were laid. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 (requirements as to website availability) of the 2006 Act. Where the Company is required to place a statement on a website under Section 527 of the 2006 Act, 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 annual general meeting for the relevant financial year includes any statement that the Company has been required under Section 527 of the 2006 Act to publish on a website.
Any shareholder attending the AGM has the right to ask questions relating to the business being dealt with at the meeting which, in accordance with section 319A of the 2006 Act and subject to some exceptions, the Company must cause to be answered. Shareholders who wish to ask questions relating to the business of the meeting can also do so by sending them in advance of the meeting to [email protected]. Members may submit a question at any time before 5.00 p.m. on 16 May 2022.
A copy of this Notice and other information required by Section 311A of the 2006 Act can be found at www.pensionbee.com.
Each of the Resolutions to be put to the AGM will be voted on by poll. A poll reflects the number of voting rights exercisable by each member and so the Board considers it a more democratic method of voting. The results of the poll will be published on the Company's website and notified to the UK Listing Authority once the votes have been counted and verified.
Members may not use any electronic address provided in either this notice of meeting or any related documents (including any form of proxy) to communicate with the Company for any purposes other than those expressly stated.
Copies of Directors' service contracts or letters of appointment and a copy of the New Articles (together with a copy marked up to show changes from the Existing Articles) will be available on request during usual business hours on any weekday (Saturdays, Sundays and public holidays excluded) at the registered office of the Company at 209 Blackfriars Road, London SE1 8NL from the date of this Notice until the conclusion of the AGM, and at the offices of Clifford Chance LLP, 10 Upper Bank Street, London, E14 5JJ from 15 minutes before the AGM until its conclusion. A copy of the New Articles will also be available for inspection on the National Storage Mechanism of the Financial Conduct Authority website (https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storagemechanism) from the date of this Notice until the conclusion of the AGM.
Except as provided above, shareholders who have general queries about the AGM should either call the Registrar's helpline on 0371 384 2030 in the UK or +44 121 415 7047 if calling from abroad. Lines are open from 8.30 a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales, or write to the Registrar, Equiniti, Aspect House, Spencer Road, Lancing, BN99 6DA. No other methods of communication will be accepted.

For CREST members only:

CREST members who wish to appoint a proxy or proxies for the AGM (or any adjournment of it) through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. 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 using the CREST service to be valid, the appropriate CREST message ('CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's 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 is 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: RA19) by no later than 2.00 pm on 16 May 2022 (or, if the meeting is adjourned or postponed, no later than 48 hours before the time of any adjourned or postponed meeting (as applicable)). 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. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland 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 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 his or her 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.
The Company may treat a CREST Proxy Instruction as invalid in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
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 2.00 p.m. on 16 May 2022 in order to be considered valid. 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.

PensionBee Board of Directors

Romi Savova

Chief Executive Officer (Executive Director)

Jonathan Lister Parsons

Chief Technology Officer (Executive Director)

Committee Membership:

Investment Committee, Nomination Committee

Date of Appointment: December 2014

External Appointments:

Director, PensionBee Trustees Limited
Director, Seen on Screen

Career and Experience:

Romi Savova founded PensionBee in 2014 to simplify pension savings in the UK, following a difficult pension transfer experience of her own.

As the Chief Executive Officer, she has played a pivotal role in advancing consumer standards in the pensions industry, from reducing transfer times to campaigning for the full abolition of exit fees.

Romi is also a member of the government's Pensions Dashboards Programme Steering Group, which was set up to advise on the delivery of pensions dashboards.

Prior to founding PensionBee, Romi worked at Goldman Sachs, Morgan Stanley and Credit Benchmark, holding varied roles in risk management, investment banking and financial technology. Romi received an MBA from Harvard Business School as a George F. Baker scholar and graduated summa cum laude from Emory University.

Committee Membership:

None

Date of Appointment: January 2016

External Appointments:

Director, PensionBee Trustees Limited

Career and Experience:

Jonathan Lister Parsons co-founded PensionBee with Romi in 2014.

In his role as the Chief Technology Officer, he is passionate about bringing customers' pension experience into the 21st century, and using technology to transform pension transfer processes that typically take months to a five-minute process on a smartphone.

Jonathan champions a tech-forward culture within the business, aiming to raise the level of technology literacy among employees, and creating opportunities for people to develop technical skills as they move through different roles in their career at PensionBee.

Prior to co-founding PensionBee, Jonathan founded a digital consultancy, Penrose, and worked at British Telecom. Jonathan holds an MSci in Experimental and Theoretical Physics from the University of Cambridge.

Denotes the date of appointment to the Board of PensionBee Limited for Mark Wood CBE, Mary Francis CBE, Michelle Cracknell CBE, Romi Savova and Jonathan Lister Parsons, all of whom were subsequently appointed to the Board of PensionBee Group plc on 2 February 2021, with only Romi Savova and Jonathan Lister Parsons remaining Directors of PensionBee Limited.

Mark Wood CBE
Independent Non-Executive Chairman

Committee Membership:

Investment Committee (Chair), Nomination Committee (Chair), Remuneration Committee

Date of Appointment: January 2016

External Appointments:

Chairman, Digitalis Reputation Limited
Senior Independent Director and Chairman of the Audit, Risk and Compliance Committee, RAC Motoring Services
Chairman, Utility Bidder Limited
Chairman, Acquis Insurance Management Limited
Chairman, Ondo InsurTech Plc
Chairman, Multiple Sclerosis Society Research Appeal Board
Trustee of the Brooklands Museum Trust Limited

Career and Experience:

Mark Wood CBE has had a long and distinguished career, serving as Chief Executive of some of the country's largest financial service companies, including Prudential UK & Europe, Axa UK and Jardine Lloyd Thompson Employee Benefits. Mark is a regular commentator in the press on pensions and insurance.

Mark has been at the helm of several financial services and technology start-ups, including Paternoster, a regulated insurance company which he founded in 2005, and Digitalis Reputation Limited, the online reputation management company, where he currently serves as Chairman. Mark is a qualified Chartered Accountant.

The Board believes that Mark brings considerable and wide-ranging skills and experience (as set out above) to the Board as a whole and that he continues to make an effective and valuable contribution to the deliberations of the Board.

The Board carries out a review of the independence of its Directors on an annual basis. The most recent review was completed in February 2022. In consideration of the independence of the non-executive Directors, the Board has taken into account the guidance provided by the UK Corporate Governance Code. Accordingly, the Board considers Mark to be independent in accordance with the UK Corporate Governance Code.

Mark was appointed Chair of PensionBee Limited in January 2016, to draw upon his extensive experience, including leadership of several financial services and technology start-ups. Mark became the Chair of PensionBee Group plc following the restructuring of the business in preparation for its admission to trading on the Main Market of the London Stock Exchange in April 2021.

Mark has a shareholding in the Company. During the financial year-ended 31 December 2021, the Company made a payment to HMRC on Mark's behalf, which he will reimburse to the Company, accordingly. Full details of these matters are detailed in the 2021 Annual Report and Financial Statements.

Mark has confirmed that, except for the matters detailed above, there are no further existing or previous relationships, transactions or arrangements that he has or has had with the Company, its directors, any controlling shareholder or any associate of a controlling shareholder.

Mary Francis CBE

Senior Independent Director
Director responsible for
Employee Engagement

Michelle Cracknell CBE

Independent Non-Executive Director

Committee Membership:

Audit and Risk Committee, Investment Committee, Nomination Committee, Remuneration Committee (Chair)

Date of Appointment: November 2020¹

External Appointments:

Non-Executive Director, Barclays plc
Chair of the Remuneration Committee, Barclays Bank plc
Member of the UK Takeover Appeal Board
Member of the Advisory Panel, Institute of Business Ethics
Senior Adviser, Chatham House

Career and Experience:

Mary Francis CBE has extensive and diverse board-level experience across a range of industries, including previous Non-Executive Directorships at the Bank of England, Alliance & Leicester, Aviva, Centrica and Swiss Re Group.

Through her former senior executive positions with HM Treasury, the Prime Minister's Office, and as Director General of the association of British Insurers, Mary brings strong governance values to the Board, a strong understanding of the interaction between public and private sectors, and skills in strategic decision-making and reputation management.

The Board believes that Mary brings considerable and wide-ranging skills and experience (as set out above) to the Board as a whole and that she continues to make an effective and valuable contribution to the deliberations of the Board.

The Board carries out a review of the independence of its Directors on an annual basis. The most recent review was completed in February 2022. In consideration of the independence of the non-executive Directors, the Board has taken into account the guidance provided by the UK Corporate Governance Code. Accordingly, the Board considers Mary to be independent in accordance with the UK Corporate Governance Code.

Mary was appointed a non-executive director of PensionBee Limited in November 2020, to draw upon her experience and skills as detailed above. Mary became a non-executive of PensionBee Group plc following the restructuring of the business in preparation for its admission to trading on the Main Market of the London Stock Exchange in April 2021.

Mary has confirmed that, except for her shareholding in the Company, as detailed in the 2021 Annual Report and Financial Statements, there are no existing or previous relationships, transactions or arrangements that she has or has had with the Company, its directors, any controlling shareholder or any associate of a controlling shareholder.

Committee Membership:

Audit and Risk Committee (Chair), Investment Committee, Nomination Committee, Remuneration Committee

Date of Appointment: November 2019¹

External Appointments:

Non-Executive Director, Just Group plc
Non-Executive Director, Fidelity International Holdings
Chair, Fidelity Retirement Services
Director, Singing Gorilla Projects Charity

Career and Experience:

Michelle Cracknell CBE has a portfolio career as a Pension Trustee and Non-Executive Director. She has over 30 years' experience in pensions and retirement planning, including most recently as the Chief Executive of the Pensions Advisory Service. During her time there she significantly grew the number of customers and increased the channels offered, transforming the service to provide greater support on pension freedom legislation, pension scams and transfers from pension schemes. Michelle was awarded a CBE in 2019 for her services to the pensions industry.

Michelle started her career at a financial advice business where she became a shareholding Director prior to selling it to Aegon, and subsequently worked as a Strategy Director at Skandia/Old Mutual. Michelle is a qualified Pensions Actuary.

The Board believes that Michelle brings considerable and wide-ranging skills and experience (as set out above) to the Board as a whole and that she continues to make an effective and valuable contribution to the deliberations of the Board.

The Board carries out a review of the independence of its Directors on an annual basis. The most recent review was completed in February 2022. In consideration of the independence of the non-executive Directors, the Board has taken into account the guidance provided by the UK Corporate Governance Code. Accordingly, the Board considers Michelle to be independent in accordance with the UK Corporate Governance Code.

Michelle was appointed a non-executive director of PensionBee Limited in November 2019, to draw upon her extensive experience, including five years' experience as an audit committee chair, and executive leadership within the financial services sector. Michelle became a non-executive director of PensionBee Group plc following the restructuring of the business in preparation for its admission to trading on the Main Market of the London Stock Exchange in April 2021.

Michelle has confirmed that there are no existing or previous relationships, transactions or arrangements that she has or has had with the Company, its directors, any controlling shareholder or any associate of a controlling shareholder.

Lara Oyesanya FRSA

Independent Non-Executive Director

Committee Membership:

Audit and Risk Committee, Investment Committee, Nomination Committee, Remuneration Committee

Date of Appointment: April 2022

External Appointments:

Trustee, Shaw Trust
Trustee, Plan International UK
Co-opted Member, CBELA, a Committee of the University of Cambridge Council

Career and Experience:

Lara Oyesanya is the General Counsel and Company Secretary at Zepz Group and has extensive legal, regulatory and commercial experience across multiple industries, as well as significant compliance, governance and data privacy expertise. She was previously General Counsel and Chief Risk Officer at Contis Group and has held a number of senior roles at FTSE 100 and financial services businesses including Klarna and Barclays.

Lara is a barrister of the Supreme Court of Nigeria and a Solicitor of the Senior Courts of England and Wales. She is a member of the Nominating and Governance Committee at Plan International Worldwide. Additionally, Lara is a co-opted Member, Committee on Benefactions and External and Legal Affairs, a committee of the University of Cambridge Council, advising the Vice Chancellor.

The Board believes that Lara brings considerable and wide-ranging skills and experience (as set out above) to the Board as a whole and that she will make an effective and valuable contribution to the deliberations of the Board.

The Board considers Lara to be independent in accordance with the UK Corporate Governance Code.

Lara was appointed to the Board following a detailed review of the Board's composition and following a selection process overseen by the Board's Nomination Committee.

Lara has confirmed that there are no existing or previous relationships, transactions or arrangements that she has or has had with the Company, its directors, any controlling shareholder or any associate of a controlling shareholder.

PensionBee AGM Online

Meeting Access

Shareholders can participate in the meeting remotely, via: https://web.lumiagm.com/193-727-815.

This can be accessed online using the latest version of Chrome, Firefox and Safari on your PC, laptop, tablet or smartphone.

On accessing the meeting platform, you will be asked to enter your unique SRN and PIN (which is the first two and last two digits of your SRN).

Access to the Lumi platform will be available an hour prior to the start of the meeting. If you experience any difficulties please contact Equiniti by emailing [email protected] stating your full name, postcode and Shareholder reference number, if known.

Broadcast

Once logged in, and at the commencement of the meeting, you will be able to follow the proceedings on your device.

Voting

Once the Chair has formally opened voting, the list of resolutions will automatically appear on your screen. Select the option that corresponds with how you wish to vote.

Once you have selected your vote, the option will change colour and a confirmation message will appear to indicate your vote has been cast and received. There is no submit button.

To vote on all resolutions displayed, select the 'vote all' option at the top of the Screen.

To change your vote, reselect your choice. To cancel your vote, select the 'cancel' button. You will be able to do this while the poll remains open and before the Chair announces its closure.

Q&A

To ask questions select the messaging icon from within the navigation bar and type your question at the top of the screen. To submit your question, click on the arrow icon to the right of the text box.

Requirements

An active internet connection is always required in order to allow you to cast your vote when the poll opens, to submit questions and to view the Broadcast. It is the user's responsibility to ensure they remain connected for the duration of the meeting.

As well as having the latest internet browser installed, users must ensure their device is up to date with the latest software release.

Duly Appointed Proxies and Corporate Representatives

To receive your unique SRN and PIN please contact the Company's registrar Equiniti by emailing: [email protected]. To avoid any delays accessing the meeting, contact should be made at least 24 hours prior to the meeting date and time.

Mailboxes are monitored 9.00 a.m. to 5.00 p.m. Monday to Friday (excluding public holidays in England & Wales).

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PENSIONBEE GROUP PLC — Proxy Solicitation & Information Statement 2022

5062_agm-r_2022-04-25_1998ff29-b4d4-4aaf-bdd0-7c5d0da4dad6.pdf

Chairman's Letter to Shareholders and Notice of 2022 Annual General Meeting

2022 Annual General Meeting

AGM Arrangements

Voting before the Meeting

Voting at the Meeting

Voting Results

Recommendation

Notice of 2022 Annual General Meeting

Ordinary Resolutions

Report and Accounts

Remuneration Policy and Report

Appointment of Directors

Appointment and Remuneration of the Auditor

Directors' Authority to Allot Shares

Political Donations

Special Resolutions

Disapplication of Pre-Emption Rights

Notice of General Meetings

Adoption of New Articles of Association

Recommendation

By order of the Board

For and on behalf of Prism Cosec Limited Company Secretary

Explanation of Resolutions

Ordinary Resolutions

Resolution 1: Report and Accounts

Resolution 2: Remuneration Report

Resolution 3: Directors' Remuneration Policy

Resolutions 4 - 9: Appointment of Directors

Resolution 10: Appointment of the Auditor

Resolution 11: Remuneration of the Auditor

Resolution 12: Directors' Authority to Allot Shares

Resolution 13: Political Donations

Special Resolutions

Resolution 14-15: Disapplication of Pre-emption Rights

Resolution 16: Notice of General Meetings

Resolution 17: Adoption of New Articles of Association

Further Notes to the Notice of Annual General Meeting

PensionBee Board of Directors

Romi Savova

Jonathan Lister Parsons

Committee Membership:

External Appointments:

Career and Experience:

Committee Membership:

External Appointments:

Career and Experience:

Committee Membership:

External Appointments:

Career and Experience:

Mary Francis CBE

Michelle Cracknell CBE

Committee Membership:

External Appointments:

Career and Experience:

Committee Membership:

External Appointments:

Career and Experience:

Committee Membership:

External Appointments:

Career and Experience:

PensionBee AGM Online

Meeting Access

Broadcast

Voting

Q&A

Requirements

Duly Appointed Proxies and Corporate Representatives

More from PENSIONBEE GROUP PLC

PENSIONBEE GROUP PLC Proxy Solicitation & Information Statement 2022