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PENSIONBEE GROUP PLC — Proxy Solicitation & Information Statement 2026
Apr 9, 2026
5062_agm-r_2026-04-09_0441b023-7d43-4c89-b2f6-66728663902f.pdf
Proxy Solicitation & Information Statement
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This document is important and requires your immediate attention. If you are in any doubt as to 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.
Chair's Letter to Shareholders and Notice of 2026 Annual General Meeting
PensionBee
PensionBee Group plc
209 Blackfriars Road
London SE1 8NL
9 April 2026
Dear Shareholder,
2026 Annual General Meeting
I am pleased to invite you to the 2026 Annual General Meeting (the 'AGM' or 'Meeting') of PensionBee Group plc (the 'Company').
The AGM will be held at 2.00 p.m. on Thursday 14 May 2026 at the offices of Clifford Chance LLP, 10 Upper Bank Street, London, E14 5JJ.
Full details of the AGM and the resolutions that will be put to shareholders are set out in the Notice of 2026 AGM (the 'Notice').
AGM Arrangements
The AGM will be held in physical format as it was last year. This decision was made to ensure that our annual general meetings align with the levels of participation and engagement we have seen so far, and that they meet the needs of the business. We will continue to keep this under review. If you plan to attend, 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.
Any changes to the AGM arrangements will be announced through the London Stock Exchange and published on our website: pensionbee.com/investor-relations. We ask that shareholders continue to monitor the website for announcements and/or updates.
Voting and Questions
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.
You are encouraged to vote on the resolutions in advance of the AGM by completing a proxy form appointing the Chair of the Meeting as your proxy, even if you intend to attend the AGM in person.
If you are unable to attend the AGM in person, you can exercise your right to vote in advance 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 Shareview (shareview.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 (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 Tuesday 12 May 2026 in order to be valid. Paper proxy forms are available from Equiniti on request on +44 (0)371 384 2891 or by writing to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.
Votes submitted via Shareview (or the CREST and Proxymity platforms) should be registered by no later than 2.00 p.m. on Tuesday 12 May 2026. After that 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 'Withheld' is not a vote in law and will not be counted in the calculation of votes 'For' and 'Against' each resolution.
Shareholders attending the Meeting will be provided with a poll card at the venue and will be able to vote during the Meeting.
Please submit any questions you may have for the board of the Company (the 'Board') by 5.00 p.m. on Tuesday 12 May 2026, by emailing [email protected]. Please include your full name and your Shareholder Reference Number in your email.
Please note that where a number of similar questions have been asked, we may group these accordingly.
Voting Results
The results of the AGM will be announced through a Regulatory Information Service and will be published on our website pensionbee.com/investor-relations as soon as reasonably practicable following the conclusion of the AGM.
Recommendation
18 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 10 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.
Evolution of the Board
One of our Directors, Michelle Cracknell CBE, will not be seeking re-election at the AGM. Michelle leaves the Board with our thanks and appreciation for her service, including as the Company's Audit and Risk Committee Chair.
Yours faithfully,
Mark Wood CBE
Non-Executive chair
Approved by the Board of Directors and authorised for issue on 27 March 2026
Use the QR code to register for FREE at shareview.co.uk
Notice of 2026 Annual General Meeting
Notice is hereby given that the 2026 Annual General Meeting (the 'AGM') of PensionBee Group plc (the 'Company') will be held at the offices of Clifford Chance LLP, 10 Upper Bank Street, London, E14 5JJ at 2.00 p.m. on Thursday 14 May 2026 for the purposes set out below.
Resolutions 1 to 15 will be proposed as ordinary resolutions, which must each receive more than 50% of the votes cast in order to be passed, and Resolutions 16 to 18 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 auditor for the financial year ended 31 December 2025 (the 'Annual Report and Financial Statements 2025').
Remuneration Report
- To approve the Directors' Remuneration Report for the year ended 31 December 2025 as set out on pages 93 to 109 (inclusive) of the Annual Report and Financial Statements 2025 (other than the section containing the Directors' Remuneration Policy (the 'Policy') as set out on pages 97 to 101 (inclusive) of the Annual Report and Financial Statements 2025).
Remuneration Policy
- To approve the Policy, the full text of which is set out on pages 97 to 101 (inclusive) of the Annual Report and Financial Statements 2025.
Reappointment of Directors
- To reappoint Romi Savova as an Executive Director.
- To reappoint Jonathan Lister Parsons as an Executive Director.
- To reappoint Christoph J. Martin as an Executive Director.
- To reappoint Mark Wood CBE as a Non-Executive Director.
- To reappoint Mary Francis CBE as an Independent Non-Executive Director.
- To reappoint Lara Oyesanya FRSA as an Independent Non-Executive Director.
- To appoint Anne Ackerley as an Independent Non-Executive Director.
- To appoint Susan Holliday 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.
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Political Donations
14 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 Companies Act 2006 (the '2006 Act') to:
a. make political donations to political parties or independent election candidates, up to an aggregate total amount of £50,000;
b. make political donations to political organisations other than political parties, up to an aggregate total amount of £50,000; and
c. incur political expenditure, up to an aggregate total amount of £50,000;
provided that the aggregate amount of any such donations and expenditure shall not exceed £50,000 in total, 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 2027 or on 14 August 2027, whichever is the earlier, unless previously renewed, varied or revoked by the Company in 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.
Directors' Authority to Allot Shares
15 To generally and unconditionally authorise the directors of the Company (the 'Directors'), pursuant to and in accordance with Section 551 of the 2006 Act, to exercise all the powers of the Company to allot shares (as defined in Section 540 of the 2006 Act) 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 £79,239; and
b. comprising equity securities (as defined in Section 560(1) of the 2006 Act) up to a further aggregate nominal amount of £79,239 in connection with an offer:
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 ('pre-emptive offer'),
provided that such authorities shall 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 2027 or on 14 August 2027, whichever is the earlier, unless previously renewed, varied or revoked by the Company in general meeting but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might, require 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 15 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.
Special Resolutions
Disapplication of Pre-Emption Rights
16 That, if Resolution 15 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 15, by way of a pre-emptive offer 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;
b. to the allotment of equity securities pursuant to the authority granted by paragraph (a) of Resolution 15 and/or sale of treasury shares for cash (in each case otherwise than in the circumstances set out in paragraph (a) of this Resolution 16 up to a nominal amount of £23,795 (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
c. to the allotment of equity securities and/or sale of treasury shares for cash (in each case otherwise than in the circumstances set out in paragraph (a) or paragraph (b) of this Resolution 16) up to a nominal amount equal to 20 per cent. of any allotment of equity securities or sale of treasury shares from time to time under paragraph (b) of this Resolution 16, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,
such authority to apply 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 14 August 2027 unless previously renewed, varied or revoked by the Company in 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.
17 That, in addition to any authority granted under Resolution 16, and subject to the passing of Resolution 15, 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 paragraph (a) of Resolution 15 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 £23,795 (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 twelve months after the original transaction) a transaction which the Board determines to be an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice; and
c. limited to the allotment of equity securities and/or sale of treasury shares for cash (in each case otherwise than in the circumstances set out in paragraph (a) of this Resolution 17) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (a) of this Resolution 17, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,
such authority to expire at the conclusion of the next annual general meeting of the Company or, if earlier, at the close of business on 14 August 2027 unless previously renewed, varied or revoked by the Company in 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.
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Notice of General Meetings
18 To authorise the Directors to call a general meeting other than an annual general meeting on no less than 14 clear days' notice.
Recommendation
The 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
Company Secretary
27 March 2026
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 15 (inclusive) are ordinary resolutions; resolutions 16 to 18 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' reports, auditor report and the audited accounts of the Company for the year ended 31 December 2025, each of which have been made available in the Annual Report and Financial Statements 2025.
Resolution 2: Remuneration Report
Resolution 2 seeks shareholder approval of the Directors' Remuneration Report for the year ended 31 December 2025, which is set out on pages 93 to 109 (inclusive) of the Annual Report and Financial Statements 2025 (excluding pages 97 to 101 which comprise the Policy subject to a separate vote). The Directors' Remuneration Report outlines how the previous Directors' Remuneration Policy was applied during the year ended 31 December 2025. The vote on this resolution is advisory in nature and Directors' remuneration is not conditional on the passing of this resolution.
Resolution 3: Remuneration Policy
The Policy is contained in the Directors' Remuneration Report and can be found on pages 97 to 101 (inclusive) of the Annual Report and Financial Statements 2025. The Policy is being resubmitted to shareholders for approval.
Shareholders are invited to approve the 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.
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. Accordingly, a directors' remuneration policy will next be submitted to shareholders no later than the annual general meeting in 2029.
However, the Remuneration Committee of the Company will continue to review the issues relevant to the appropriate remuneration opportunity for the Directors during this three-year period.
Resolutions 4-11 (inclusive): Reappointment and Appointment of Directors
The 2024 UK Corporate Governance Code recommends that all directors of in-scope companies, who have previously been appointed by shareholders, should be subject to annual reappointment (Resolutions 4 to 9 (inclusive)).
Since the Company's last Annual General Meeting, the Board has appointed Anne Ackerley and Susan Holliday to take effect from 14 May 2026, who offer themselves for appointment as directors (Resolutions 10 and 11).
Following an internal evaluation, the Non-Executive Chair and the Nomination Committee confirm 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. Each Director has continued to perform effectively and demonstrate commitment to their role.
Having considered circumstances which could be likely to impair a Non-Executive Director's independence, the Board determined that Mary Francis CBE, Lara Oyesanya FRSA, Anne Ackerley and Susan Holliday were considered to be independent.
Biographical details of each of the Directors appear on pages 14 to 18 (inclusive) of this document.
The Board supports and recommends all the proposed reappointments.
Under the UK 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 UK 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 8 to 11 (inclusive) 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 UK 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 8 to 11 (inclusive) 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 the following pages. 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 12: Appointment of the Auditor
The auditor of a company must be appointed or reappointed at each general meeting at which the accounts are laid. Resolution 12 proposes, on the recommendation of the Audit and Risk Committee, the appointment of Deloitte LLP as the Company's auditor, effective from the conclusion of the AGM until the conclusion of the next general meeting of the Company at which accounts are laid.
Resolution 13: Remuneration of the Auditor
This Resolution seeks shareholder consent for the Audit and Risk Committee of the Company to set the remuneration of the auditor.
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Resolution 14: Political Donations
Resolution 14 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 the local and national level) might be construed as political expenditure or as a donation to a political party or other political organisation and fall within the restrictions of the 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 14 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 in total 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 2027 or on 14 August 2027 (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 £2,000 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.
Resolution 15: Directors' Authority to Allot Shares
The purpose of Resolution 15 is to renew the Directors' power to allot shares.
In 2023, the Investment Association updated its Share Capital Management Guidelines, stating that its members will regard as routine an authority to allot up to two-thirds of the existing issued share capital provided that any amount in excess of one-third of the existing issued shares should be applied to pre-emptive offers only.
In accordance with these guidelines, the authority in paragraph (a) of Resolution 15 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 31 March 2026 (being the latest practicable date prior to the publication of this Notice) is equivalent to a nominal value of £79,239.
The authority in paragraph (b) of Resolution 15 will allow the Directors to allot new equity securities in connection with a pre-emptive offer 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 31 March 2026 (being the latest practicable date prior to the publication of this Notice) is equivalent to a nominal value of £79,239. The Company currently holds no shares in treasury.
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 14 August 2027 or the conclusion of the annual general meeting in 2027.
Special Resolutions
Resolution 16-17: Disapplication of Pre-emption Rights
If the Directors wish to allot new shares or other equity securities, or sell treasury shares, for cash (other than in connection with an employee share scheme), company law requires that these equity securities or treasury shares are offered first to ordinary shareholders in proportion to their existing holdings. Resolutions 16 and 17, which are proposed as special resolutions, will to a limited extent give the Directors the authority to allot ordinary shares or other equity securities (or sell any ordinary shares which the Company elects to hold in treasury) for cash without first offering them to existing shareholders in proportion to their existing shareholdings. These disapplication authorities are in line with institutional shareholder guidance, and in particular, with the Statement of Principles of the Pre-Emption Group (the 'Pre-Emption Group Principles').
Resolution 16 will authorise the Directors to allot equity securities, pursuant to the authority given by Resolution 15, or to sell treasury shares for cash, free from the statutory pre-emption provisions:
i. on a pre-emptive basis, up to a nominal amount of £158,478, which represents approximately two-thirds of the Company's issued ordinary share capital as at 31 March 2026 (being the latest practicable date prior to the publication of this Notice), to existing ordinary shareholders in proportion to their existing holdings and to holders of other equity securities if required by the rights of those securities, in each case, subject to the right of the Directors to impose necessary or appropriate limitations to deal with, for example, fractional entitlements and regulatory matters. Of this amount, £79,239, which represents approximately one-third of the Company's issued ordinary share capital as at 31 March 2026 (being the latest practicable date prior to the publication of this Notice), can only be allotted pursuant to a pre-emptive offer;
ii. on a non-pre-emptive basis, separately, up to a nominal amount of £23,795 which represents approximately 10% of the issued ordinary share capital of the Company as at 31 March 2026 (being the latest practicable date prior to the publication of this Notice) for general corporate purposes; and
iii. on a non-pre-emptive basis, up to a further nominal amount of £4,759, which represents approximately 2% of the issued ordinary share capital of the Company as at 31 March 2026 (being the latest practicable date prior to the publication of this Notice) for the purposes only of a follow-on offer as described in the Pre-Emption Group Principles.
Resolution 17 will additionally authorise the Directors to allot equity securities or sell treasury shares for cash on a non-pre-emptive basis in connection with the financing (or refinancing, if the authority is to be used within 12 months after the original transaction) of an acquisition or specified capital investment which is announced contemporaneously with the allotment or which has taken place in the preceding 12 month period and is disclosed in the announcement of the allotment. The authority under Resolution 17 is limited to:
i. up to a nominal amount of £23,795, which represents approximately 10% of the issued ordinary share capital of the Company as at 31 March 2026 (being the latest practicable date prior to the publication of this Notice); and
ii. up to a nominal amount of £4,759, which represents approximately 2% of the issued ordinary share capital of the Company as at 31 March 2026 (being the latest practicable date prior to the publication of this Notice) for the purposes only of a follow-on offer as described in the Pre-Emption Group Principles.
The authority in each of Resolution 16 and Resolution 17 includes the ability to issue up to 2% of the issued ordinary share capital of the Company for the purposes of a follow-on offer. The Pre-Emption Group Principles provide for follow-on offers as a possible means of enabling smaller and retail shareholders in the Company to participate in a non-pre-emptive equity issue when it may not be possible (for timing or other reasons) for them to participate in a particular placing being undertaken. The Pre-Emption Group Principles set out the expected features of any such follow-on offer, including in relation to qualifying shareholders, monetary caps on the amount qualifying shareholders can subscribe for and the issue price of the shares.
If these resolutions are passed, the authorities will expire at the conclusion of the next annual general meeting of the Company or on 14 August 2027, whichever is earlier.
The Directors also confirm that they intend to follow the shareholder protections in Part 2B of the Pre-Emption Group Principles as well as the expected features of a follow-on offer as set out in paragraph 3 of Part 2B of the Pre-Emption Group Principles in relation to any follow-on offer.
Resolution 18: 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 18 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 14 August 2027. Annual general meetings will continue to be held on at least 21 clear days' notice.
Further Notes to the Notice of Annual General Meeting
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A shareholder is entitled to appoint another person as their proxy to exercise all or any of their rights to attend, speak and vote at the AGM. A proxy need not be a shareholder of the Company. Shareholders are encouraged to vote on the resolutions in advance of the AGM by completing a proxy form appointing the Chair of the Meeting as their proxy, even if they intend to attend the AGM in person. Please note that the return of a completed proxy form will not prevent a shareholder from attending the meeting and voting in person if they wish to do so.
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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 appointments 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.
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Shareholders may appoint a proxy, and vote, either:
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by returning a hard copy form of proxy to the Company's registrars, Equiniti, Aspect House, Spencer Road, Lancing, BN99 6DA. Paper proxy forms are available from Equiniti on request by visiting shareview.co.uk or in writing at Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.
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electronically by visiting the Registrar's online portfolio service, Shareview, you can submit your proxy by logging onto your portfolio at 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 Registrar in respect of the appointment of a proxy that is found to contain a computer virus will not be accepted. If you have not yet registered for a Shareview Portfolio, go to shareview.co.uk and enter the requested information. It is important that you register for a Shareview Portfolio with enough time to complete the registration and authentication processes.
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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.
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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 proxymity.io. Your proxy must be lodged by 2.00 p.m. on Tuesday 12 May 2026 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.
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In order for a proxy appointment to be valid, the appointment, whether this be in paper or electronic form, must be received by the Registrar, no later than 2.00 p.m. on Tuesday 12 May 2026 (or, if the meeting is adjourned, no later than 48 hours before the time of any adjourned or postponed meeting).
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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. To change or revoke your proxy instructions simply submit a new proxy appointment using the methods set out above, no later than 2.00 p.m. on Tuesday 12 May 2026 (or, if the meeting is adjourned, no later than 48 hours before the time of any adjourned or postponed meeting).
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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.
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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.
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8 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 31 March 2026 (being the latest practicable date prior to the publication of this Notice) is 237,957,392 carrying one vote each on a poll. Therefore, the total number of voting rights exercisable as at 31 March 2026 (being the latest practicable date prior to the publication of this Notice) are 237,957,392.
9 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 Tuesday 12 May 2026 or, if the meeting is adjourned, 6.30 p.m. on the day which is two days' prior to the adjourned meeting (excluding any part of a day that is not a working day). In each case, changes to the register of members after such time will be disregarded.
10 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.
11 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 2025 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.
12 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 Tuesday 12 May 2026.
13 A copy of this Notice and other information required by Section 311A of the 2006 Act can be found at pensionbee.com/investor-relations.
14 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 announced via Regulatory Information Service once the votes have been counted and verified.
15 Members may not use any electronic address provided in either this Notice or any related documents (including any form of proxy) to communicate with the Company for any purposes other than those expressly stated.
16 Copies of Directors' service contracts or letters of appointment 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.
17 Except as provided above, shareholders who have general queries about the AGM should either call the Registrar's helpline on +44 (0)371 384 2891 or by writing to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA. No other methods of communication will be accepted.
For CREST members only:
18 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.
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19 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 & International 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 Tuesday 12 May 2026 (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.
20 CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is 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.
21 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.
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PensionBee's Board of Directors

Romi Savova
Chief Executive Officer (Executive Director)
Committee Membership:
Nomination Committee
Date of Appointment: February 2021
External Appointments:
Director, Seen on Screen
Career and Experience:
Romi Savova founded PensionBee in 2014 after experiencing firsthand the complexity of workplace retirement account transfers. As the Chief Executive Officer, she has been a trailblazer in improving consumer standards across the retirement industry, spearheading initiatives to reduce transfer times and campaigning for the abolition of unfair exit fees. Under her leadership, PensionBee publicly listed in the UK in 2021 and she led the company's strategic expansion into the United States in 2024.
In the UK, she advised the UK government on the delivery of pensions dashboards and the evolution of consumer standards in pensions. In the US, she has consulted on landmark legislation, including the future of The SECURE Act, helping to modernise the retirement system.
Prior to founding PensionBee, Romi built a diverse career in financial services, holding key roles at Goldman Sachs, Morgan Stanley and Credit Benchmark, where she gained deep expertise in risk management, investment banking and financial technology. She earned an MBA from Harvard Business School, graduating as a George F. Baker Scholar, and holds a summa cum laude degree from Emory University.

Jonathan Lister Parsons
Chief Technology Officer (Executive Director)
Committee Membership:
None
Date of Appointment: February 2021
External Appointments:
None
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.
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1 Including subsidiary appointments.
2 Including subsidiary appointments.

Mark Wood CBE
Non-Executive Chair
Committee Membership:
Nomination Committee (Chair), Remuneration Committee
Date of Appointment: February 2021
External Appointments:
Non-Executive Chair, Utility Bidder Limited¹
Non-Executive Chair, Ondo InsurTech Plc
Chair, Everest Funeral Concierge (UK) Limited
Non-Executive Chair, Acquis Insurance Management Limited
Senior Independent Director, RAC Group Limited²
Non-Executive Chair, Digitalis Reputation Limited
Non-Executive Chair, Walbrook Advisors Limited
Trustee, The Gregory Centre for Church Multiplication
Operating Partner, Advent International
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 and Axa UK. Mark is a regular commentator in the press on pensions and insurance.
He has been at the helm of several financial services and technology start-ups, including Paternoster, a regulated insurance company which he founded in 2005. Mark is a qualified Chartered Accountant.
Mark was previously the Chairman of the NSPCC and was awarded a CBE in 2017 for services to children.

Christoph J. Martin
Chief Financial Officer
(Executive Director)
Committee Membership:
None
Date of Appointment: June 2022
External Appointments:
None
Career and Experience:
Christoph J. Martin is the Chief Financial Officer of PensionBee, having joined the Company in 2019. He is Responsible for financial reporting, and business planning at PensionBee. Christoph regularly engages with the public markets, including PensionBee's investors, to communicate the Company's financial objectives.
Christoph previously worked in private equity investment at Providence Equity Partners, focusing on investments in technology, media, telecommunications and education. Prior to that he worked in mergers and acquisitions, covering financial institutions at Morgan Stanley. Christoph holds a BSc in Business Administration from WU Vienna.
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Mary Francis CBE
Senior Independent Director
Director responsible for Employee Engagement
Committee Membership:
Audit and Risk Committee, Nomination Committee, Remuneration Committee (Chair)
Date of Appointment: February 2021
External Appointments:
Non-Executive Director, Barclays plc and Barclays Bank plc³
Member of the UK Takeover Appeal Board
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.
Mary was awarded a CBE in 2006 for her services to business.
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 March 2026. 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.
The Board is satisfied that Mary continues to be independent in character and judgement and that there are no relationships or circumstances which are likely to affect, or could appear to affect, her judgment.
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 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.
Mary has confirmed that, except for her shareholding in the Company, as detailed in the Annual Report and Financial Statements 2025, 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.
³ Barclays announced on 6 February 2026 that she would be retiring from these positions effective from 6 May 2026.

Lara Oyesanya FRSA
Independent Non-Executive Director
Committee Membership:
Audit and Risk Committee, Nomination Committee, Remuneration Committee
Date of Appointment: April 2022
External Appointments:
Trustee, Shaw Trust
Career and Experience:
Lara Oyesanya FRSA has extensive legal, regulatory and commercial experience across multiple industries, as well as significant compliance, governance and data privacy expertise. She was formerly the Chief Legal Officer, General Counsel and Company Secretary at Zepz Group, and before that was General Counsel and Chief Risk Officer at Contis Group. She has also 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. As a board trustee she is a member of the Commercial and Performance and the HR Committees, Shaw Trust. Additionally, Lara was a former co-opted Member of the Committee on Benefactions and External and Legal Affairs, a committee of the University of Cambridge Council, that advised 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 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 March 2026. 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. The Board is satisfied that Lara continues to be independent in character and judgement and that there are no relationships or circumstances which are likely to affect, or could appear to affect, her judgement. Accordingly, 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, except for her shareholding in the Company, as detailed in the Annual Report and Financial Statements 2025, 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.
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Anne Ackerley
Independent Non-Executive Director
Committee Membership:
Audit and Risk Committee, Nomination Committee, Remuneration Committee
Date of Appointment: To be appointed to the Board with effect from 14 May 2026
External Appointments:
Independent Trustee, Northwestern Mutual Independent Trustee, Harbor Funds Independent Trustee, Micruity
Career and Experience:
Anne has had a long and distinguished career in financial services, holding senior executive roles at BlackRock, including Head of the US Retirement Group, where she oversaw $1.7T in AUM and grew assets by 142%. She is an independent trustee for Northwestern Mutual, the Harbor Fund Family, and Micruity.
Anne spent 25 years at BlackRock Inc., where she was a co-founder of the Women's Network (WIN) and also served as Chief Marketing Officer and Chief Operating Officer of the Global Client Group. Before BlackRock Inc., she spent over a decade in investment banking at Merrill Lynch. She is an alumna of Harvard College and Harvard Business School.
Anne is recognised for her work advancing gender equity and was named to Barron's "Most Influential Women in US Finance" list for five consecutive years. She is a trustee for Mosaic Mental Health.
Anne 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.
Anne 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.

Susan Holliday
Independent Non-Executive Director
Committee Membership:
Audit and Risk Committee (to become Chair), Nomination Committee, Remuneration Committee
Date of Appointment: To be appointed to the Board with effect from 14 May 2026
External Appointments:
Non-Executive Director, Hippo Insurance Advisory Board Member, Xyant Technology Inc.
Career and Experience:
Susan is an accomplished global financial services leader with over 30 years of experience.
Susan is an experienced independent director, including chairing audit and risk committees, most recently with Acrisure Re and Tangerine Financial. She currently serves as an independent board director at insurtech Hippo (NYSE: HIPO) and as an advisory board member at Xyant Technology.
Susan spent nearly a decade at Swiss Re, where she served as Head of Investor Relations and as a key spokesperson to investors and rating agencies, and Head of Strategy for the reinsurance business. She has held senior roles at IFC World Bank where she led the Women and Insurance program, UBS, and JP Morgan.
She is a Chartered Accountant and alumna of Oxford University and Harvard Business School, and a Qualified Risk Director of the DCRO Institute. Susan is a British citizen who lives in Philadelphia in the United States.
Susan 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.