PENSIONBEE GROUP PLC — Remuneration Information 2026

May 8, 2026

PensionBee

Supplementary Note to the PensionBee Annual Report and Financial Statements 2025

PensionBee Group plc
209 Blackfriars Road
London SE1 8NL

8 May 2026

This document constitutes a supplementary note for the purposes of section 454 of the Companies Act 2006 and the Companies (Revision of Defective Accounts and Reports) Regulations 2008.

This supplementary note supplements the Directors' Remuneration Policy included on pages 97 to 101 of the PensionBee Group plc Annual Report and Financial Statements 2025 (the "Annual Report").

The Appendix to this supplementary note sets out additional provisions that are to form part of the Directors' Remuneration Policy. The provisions in the Appendix do not represent any deviation from the directors' remuneration policy approved at the Company's Annual General Meeting in 2023.

This revision has been made as at the date the Annual Report was approved by the board of directors, being 11 March 2026, and not as at the date of revision and accordingly does not deal with events between those dates.

This supplementary note was approved by the board of directors and authorised for issue on 8 May 2026.

Mary Francis CBE

Director

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Appendix – Corrections to the Annual Report

Fees Policy for Chair and Non-Executive Directors

The following table summarises the fees policy for the Chair of the Board and the other Non-Executive Directors ('NEDs').

Fees
Purpose	To provide a competitive fee to attract NEDs who have the requisite skills and experience to oversee the implementation of the Company's strategy.
Operation	• Fees for the Chair of the Board are set by the Committee (with the Chair absent from such discussion).
• Fees for the other NEDs are set by the Board excluding the NEDs.
• Fees are reviewed, but not necessarily increased, annually. Fee increases are normally effective from January or August.
• Fee levels are determined based on an estimate of the expected time commitments of each role and by reference to comparable fee levels in other companies of a similar size and complexity.
• Additional fees are payable to the Senior Independent Director and Chairs of the Audit and Risk and Remuneration Committees to reflect their additional responsibilities. The Director responsible for Employee Engagement will also be eligible for an additional fee.
• Higher fees may be paid to a NED should they be required to assume executive duties on a temporary basis.
• The NEDs and the Chair are not eligible to receive benefits or incentive plans. Business expenses incurred in respect of their duties (including any tax thereon) are reimbursed.
Maximum Potential Value	Determined within the overall aggregate annual limit of £1m.
Performance Metrics	Not eligible to participate in any performance-related elements of remuneration.
Pension
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Purpose	To provide cost-effective retirement benefits.
Operation	• The NEDs may participate in the Company's pension scheme given its central role in the activities of the Company.
• Pension contributions and allowances are normally paid monthly.
Maximum Potential Value	• The Company pension contributions to defined contribution retirement arrangements or cash allowances are capped at that of the wider workforce (currently 5% of qualifying fees).
• This applies to current and any future NEDs.
Performance Metrics	• Not applicable.

Discretions Retained by the Committee in Operating the Incentive Plans

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The Committee administers the Omnibus Plan in line with its rules and in accordance with HMRC and Listing rules where relevant. To ensure the efficient operation of these plans, the Committee may apply certain discretions which include (but are not limited to) the following:

• The participants in the plan.
• The timing of grants and/or payments under the plan.
• The size of grants and/or payments (albeit within the limits set out in the policy table for Executive Directors).
• Any performance measures and targets for the incentive plans for each year.
• Any use of discretion to amend the outcome, as appropriate.
• Determining leaver status and the appropriate treatment under the incentive plan.
• Determining the treatment of awards in the event of a change of control.
• Determining any necessary technical adjustments in certain circumstances (e.g. corporate restructuring events, variation of capital and special dividends).

The Committee has the discretion to vary the performance conditions applying to outstanding awards in exceptional circumstances if an event occurs (e.g. a material acquisition or divestment) which causes the Committee to believe that the original condition is no longer appropriate. Any change in performance conditions will not be materially less challenging than the original condition would have been but for the event in question.

Legacy Arrangements

The Committee will honour any commitments entered into with current directors prior to the Company's stock market listing or to internally promoted future Executive Directors prior to their appointment to the Board. This includes any outstanding awards under historic share option plans. Details of the historic share option plans are available in the Company's Prospectus, produced in 2021, and made available on its website.

Recoupment (Malus and Clawback)

Malus and clawback may be applied at any time before a restricted share award vests (or would have vested but for the operation of any holding period) or for three years after vesting in the following circumstances:

• Material misstatement of the results of the Company.
• Errors or inaccuracies or misleading information leading to incorrect grant or vesting of the award.
• Gross misconduct.
• Material failure of risk management by the Company.
• Corporate failure (e.g. administration or liquidation).
• Any other circumstance which in the opinion of the Remuneration Committee could have a significantly adverse impact on the Company's reputation.

Malus permits the Company to reduce the amount of any unvested award, including awards in holding periods. Clawback permits the Company to reduce the amount of any vested award or any future salary or bonus and also require the employee to pay back amounts.

Selection of Performance Measures and Targets

The Remuneration Committee selects the performance measures applying to the Annual Bonus based on the strategic priorities of the Company at the time. The measures and their weightings may change from year to year to reflect the needs of the business.

Measures used may include financial (such as Revenue and Adjusted EBITDA Margin)¹, operational, strategic, ESG objectives, personal objectives or shareholder value creation outcomes. The use of such measures is intended to ensure performance is assessed on a rounded basis and is appropriately aligned to the Company's KPIs.

The targets for the Annual Bonus are set after considering the annual business plan, external analyst consensus, relevant economic indicators and any expected regulatory changes. The target range is set so that it is appropriately challenging, yet realistic and does not incentivise undue risk taking. The possible outcomes for the Annual Bonus for Executive Directors for FY23 are set out on page 111.

The RSP Award will be subject to a performance underpin. The Remuneration Committee will assess whether vesting is appropriate, taking into consideration the Company's share price, its financial performance over the vesting period and the participant's adherence to the Company's values, standards on risk and environmental, social and governance considerations. On the basis that the RSP Awards are intended to provide greater certainty of vesting in return for a lower Base Salary, the default will be for vesting to occur, unless the Remuneration Committee decides otherwise.

Statement of Consideration of Shareholder Views

¹ See definitions on pages 33 and 34 of the Measuring our Performance section of the Strategic Report.

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The views of the major shareholders were considered when determining the Policy. The Committee will consider shareholder feedback received in relation to the AGM each year and guidance from shareholder representative bodies more generally.

If the Committee considered it appropriate to make material changes to the Policy, it would be subject to prior consultation with major shareholders as necessary.

Executive Directors' External Appointments

Executive Directors may accept an external appointment as a Non-Executive Director with the prior approval of the Board. Any fees payable for such an appointment can be retained by the Executive Director.

Recruitment of Executive Directors - Approach to Remuneration

The ongoing remuneration package for any new Executive Director will be set in accordance with the terms of the Policy in place at the time of appointment. The principles which will be applied are set out as follows.

Element of Pay	Recruitment Policy
Base Salary	• Set on appointment at a level which takes into account the skills and experience of the individual and the nature of the role.
• The initial base salary may be set at a level below the desired market position to reflect experience. Thereafter, increases may be above those of the wider workforce to align the salary with the market level in accordance with the individual’s development in the role, as and when permitted under the Policy.
Benefits	• Will be in line with those offered to current Executive Directors. The Committee will have the discretion to pay certain relocation expenses as deemed necessary.
Pension	• Will be in line with the pension provision offered to the wider workforce.
Annual Bonus	• Will be operated in line with the terms of the Policy. Any bonus for the year of appointment will be pro-rated based on service rendered. It may be necessary to use alternative performance measures for the remainder of the initial performance period, depending on the timing and circumstances of the appointment.
Restricted Share Plan	• An award may be made shortly after appointment, in line with the Policy table.
Buy-out Awards	• Additional awards may be offered in the form of cash and/or share based elements to compensate an individual for remuneration forfeit on leaving their previous employment. To be clear, the value of any buy-out arrangements will be limited to an assessment of the value forfeit. The structure of awards will normally be delivered on a like-for-like basis where possible, replicating the form, time horizons and any performance requirements attached to the awards forfeited.
Legacy Arrangements	• For an internal appointment, any existing pay or contractual arrangements agreed prior to the Executive Director being appointed to the Board may be allowed to continue on the original terms, adjusted as relevant to take into account the new appointment.

Recruitment of Directors - Approach to Remuneration of Non-Executive Directors

On appointment of a new Chair of the Board or Non-Executive Director, the fees will be set taking into account the experience and calibre of the individual and the prevailing rates of the other Non-Executive Directors at the time.

Service Contracts and Letters of Appointment

Each Executive Director's service agreement will be terminable by either the Company or the Executive Director on not less than 6 months' written notice. Each Executive Director will continue to be eligible to participate in the Company's discretionary year-end bonus plan and will be eligible to participate in such long-term incentive plans as the Company may establish in the future. Any incentives or remuneration payable to the Executive Directors will be subject to limitation or modification to the extent reasonably deemed necessary by the Remuneration Committee, including to remain consistent with the Company's shareholder-approved remuneration policy from time to time. Each Executive Director is entitled to 25 days' paid holiday per annum (excluding public holidays). Each Executive Director is entitled to contributions by the Company of 5% of qualifying salary to the Company pension scheme. The contracts are available for inspection (alongside NED letters of appointment) at the Company's registered office. The date of each service contract is noted in the table below:

Policy on Payment for Departure from Office

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The Company will be entitled to terminate an Executive Director's service agreement with immediate effect by payment in lieu of notice equal to the basic annual salary the Executive Director would have been entitled to receive during the notice period, payable in equal monthly instalments which are reduced if the Executive Director secures alternative employment/engagement within that period (the Executive is contractually obliged to use their best endeavours to secure alternative employment/engagement).

The Committee will take into account the contractual entitlements, rules of the incentive plans, the specific circumstances for the departure and the interests of shareholders when determining the termination treatment:

Component of Pay	Voluntary Resignation or Termination for Cause	‘Good Leaver’ (e.g. Death, Ill Health, Disability)
Annual Bonus	Leaving employment part way through the bonus year will normally result in no bonus being paid	Leaving employment part way through the bonus year or after the year end but prior to the normal bonus payment date will result in cash and deferred bonus being paid on a time pro-rated basis for the portion of the year worked. Bonus outcomes will continue to be based on the performance achieved.
DSB Awards	Unvested DSB Awards will lapse	DSB Awards will normally continue to vest on their original vesting date unless the Committee determines they should vest earlier.
RSP Awards	Unvested RSP Awards will lapse	RSP Awards will normally be retained by the individual for the remainder of the vesting period and remain subject to the relevant performance underpin, with the award time pro-rated. The Committee will retain discretion to assess the performance underpin and allow awards to vest at an earlier date if considered appropriate (and to dis-apply time pro-rating if considered appropriate).

Any outstanding SIP and/or SAYE awards will be treated in line with HMRC regulations.

The Committee will have the authority to settle any legal claims in respect of employment matters against the Company, if considered to be in the best interests of shareholders. The Committee may also reimburse legal costs and provide a contribution towards outplacement support if felt appropriate.

If there is a change of control or similar event, outstanding awards may vest early (subject to any performance criteria assessment) subject to time pro-rating (unless the Committee believes this is not appropriate).

On termination, at any time, a Non-Executive Director is entitled to any accrued but unpaid director's fees, but not to any other remuneration.

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REPORT OF THE INDEPENDENT AUDITOR TO THE MEMBERS OF PENSIONBEE GROUP PLC

Opinion

In our opinion the part of the revised directors' remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.

We have considered the revised directors' remuneration policy, which is included within the directors' remuneration report, for the year ended 31 December 2025, with the only revision to the directors' remuneration report being the revised directors' remuneration policy which replaces the original directors' remuneration policy approved by the directors on 11 March 2026. The revised directors' remuneration policy consists of the attached supplementary note, which was circulated to members on 8 May 2026, together with the original policy as published in the annual report. The revised directors' remuneration policy has been prepared under the Companies (Revision of Defective Accounts and Reports) Regulations 2008 and accordingly does not take account of events which have taken place after the date on which the original directors' remuneration report was approved.

Basis for opinion

Our consideration has been directed towards forming an opinion as to whether the part of the revised directors' remuneration report to be audited has been properly prepared in accordance with the requirements of Part 3 of Schedule 8 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.

Responsibilities of directors

The directors are responsible for the preparation of the revised directors' remuneration report, which includes the revised directors' remuneration policy.

Auditor's responsibilities for revised directors' remuneration report

Our responsibility is to report to you whether the part of the revised directors' remuneration report to be audited has been properly prepared.

Use of our report

This report is made solely to the company's members, as a body, in accordance with the Companies (Revision of Defective Accounts and Reports) Regulations 2008. Our work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report under those regulations and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our work, for this report, or for the opinions we have formed.

Andrew Partridge CA (Senior Statutory Auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom
8 May 2026