XPS PENSIONS GROUP PLC — AGM Information 2024

Feb 15, 2024

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of the proposals in this document or the action you should take, please take advice immediately from an independent professional adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your shares in XPS Pensions Group plc, please send this document, together with the accompanying Proxy Form, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was arranged, for onward transmission to the purchaser or transferee.

XPS Pensions Group plc Notice of General Meeting

12.00pm, 7 March 2024

Dear Shareholder,

General Meeting of XPS Pensions Group plc

On behalf of the Directors of XPS Pensions Group plc (together the 'Directors'), I am pleased to send you the details of a General Meeting ('GM') of XPS Pensions Group plc (the 'Company'), which will be held at Phoenix House, 1 Station Hill, Reading, Berkshire RG1 1NB on Thursday 7 March 2024 at 12.00pm.

The formal Notice of GM is set out on the following pages of this document, detailing the resolution that the shareholders are being asked to vote on together with explanatory notes of the business to be conducted at the GM. The GM provides shareholders with an opportunity to communicate with the Directors and we would welcome your participation.

Voting

Voting on the business of the meeting will be conducted by way of a poll. The results of voting on the resolution will be announced via a regulatory information service and posted on the Company's website as soon as practicable after the GM.

Whether or not shareholders propose to attend the GM, it is important that they complete, sign and return a Proxy Form to the reply paid address shown on the Proxy Form or, for personal delivery, to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. Alternatively, shareholders may give their instructions electronically via the Registrar's website, www.sharevote.co.uk using the unique voting reference numbers printed on the Proxy Form. If their shares are held in CREST, they may if preferred give instructions electronically via CREST as detailed in the notes to the Notice of GM on page 5. To be valid, the Proxy Form must be lodged with the Company's Registrar as soon as possible and in any event no later than 12.00pm on Tuesday 5 March 2024.

The completion and return of a Proxy Form in hard copy or voting electronically will not prevent you from attending and voting at the GM in person if you wish. If I am appointed as proxy, I will vote in accordance with any instructions given to me. If I am given discretion as to how to vote, I will vote in favour of the resolution to be proposed at the GM.

Background

You will be aware that, as announced on 5 September 2023, the resolution to approve the Directors' Remuneration Policy 2023 was withdrawn from our 2023 AGM in favour of continuing to engage with shareholders. The Company committed to undertaking a consultation with shareholders and seeking shareholder approval for a new Directors' Remuneration Policy before the end of the 2024 financial year. The Company has now completed this consultation and is very grateful to those shareholders that have participated in the consultation exercise.

Revised Directors' Remuneration Policy

The current policy was approved by shareholders at the 2020 AGM, receiving 96% votes in favour. Having assessed the current policy in light of the feedback received during the consultation exercise, the proposed 2024 Policy is largely unchanged. The 2024 Policy does, however, introduce an element of bonus deferral that many shareholders expressed a desire to see incorporated. The full 2024 Remuneration Policy can be found in the Appendix to this Notice of GM.

Recommendation

The Directors believe that the resolution set out in the Notice of GM is in the best interests of the Company and its shareholders as a whole and unanimously recommend that shareholders vote in favour of the resolution to be proposed at the GM. The Directors who own ordinary shares in the Company intend to vote in favour of the resolution to be proposed at the GM.

I look forward to seeing you at the GM.

Yours faithfully,

Alan Bannatyne Chairman

NOTICE IS HEREBY GIVEN that a GENERAL MEETING ('GM') of XPS Pensions Group plc (the 'Company') will be held at Phoenix House, 1 Station Hill, Reading, Berkshire RG1 1NB on Thursday 7 March 2024 at 12.00pm to consider and, if thought appropriate, pass the following resolution, which will be proposed as an ordinary resolution.

Ordinary Resolution – Directors' Remuneration Policy

To approve the Directors' Remuneration Policy 2024, the full text of which is set out on pages 7 to 13 of this notice of GM.

By order of the Board

Zoe Adlam

Company Secretary 15 February 2024

Registered in England and Wales No. 08279139

Registered Office: Phoenix House, 1 Station Hill, Reading, Berkshire RG1 1NB

The notes on the following pages give an explanation of the proposed GM resolution (the 'Resolution').

The resolution is proposed as an ordinary resolution. For this Resolution to be passed, more than half of the votes cast must be in favour of the Resolution.

Resolution: Directors' Remuneration Policy

The resolution seeks shareholder approval of the Directors' Remuneration Policy 2024. This policy will replace the policy previously approved by resolution at the AGM of the Company held on 8 September 2020. In accordance with the Companies Act 2006, the Resolution to approve the Directors' Remuneration Policy is a binding vote. This means that the Company must act according to the voting result. If the Resolution is not approved, the Directors' Remuneration Policy previously approved would continue to apply until a revised Directors' Remuneration Policy is approved by shareholders at the next annual general meeting of the Company.

The Directors' Remuneration Policy 2024 can be found on pages 7 to 13 of this notice. It sets out the policy of the Company with respect to the making of remuneration payments and payments for loss of office to the Directors. Under Section 439A of the Companies Act 2006, there must be a binding shareholder vote on the Directors' Remuneration Policy at least once every three years (unless the Directors wish to change the policy within that threeyear period). Such a binding shareholder vote on the existing Directors' Remuneration Policy was passed by resolution at the AGM of the Company held on 8 September 2020. All payments to Directors, past and present, must be in accordance with the terms of that policy unless specifically approved by shareholders in a general meeting.

• 1. A shareholder is entitled to appoint another person as his or her proxy to exercise all or any of his or her rights to vote at the GM. A proxy need not be a shareholder of the Company.
• 1. A shareholder may appoint more than one proxy in relation to the GM, 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 this note 2 and notes 3, 4, 16, 17 and 19 below and the notes to the Proxy Form.

The appointment of a proxy will not preclude a shareholder from attending and voting in person at the GM.

• 1. A Proxy Form is enclosed. When appointing more than one proxy, complete a separate Proxy Form in relation to each appointment. The Proxy Form may be photocopied or additional Proxy Forms may be obtained by visiting our Registrars, Equiniti, website at www.shareview.co.uk. State clearly on each Proxy Form the number of shares in relation to which the proxy is appointed. To be valid, a Proxy Form must be received by post (during normal business hours only) or by hand at the offices of the Company's Registrar, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA no later than 12.00pm on Tuesday 5 March 2024 (or, if the GM is adjourned, no later than 48 hours before the time of any adjourned meeting).
• 1. As an alternative to completing the hard copy Proxy Form, a shareholder may appoint a proxy or proxies electronically by visiting www.sharevote.co.uk. Shareholders will need to enter their unique voting reference numbers as printed on the Proxy Form and agree to certain terms and conditions. Alternatively, members who have already registered with Equiniti's online portfolio service, Shareview, can appoint their proxy electronically by logging on to their portfolio at www.shareview.co.uk using their usual user ID and password. For an electronic proxy appointment to be valid, the appointment must be received by Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA no later than 12.00pm on Tuesday 5 March 2024 (or, if the meeting is adjourned, no later than 48 hours before the time of any adjourned GM).
• 1. 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.
• 1. 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 Companies Act 2006 ('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.
• 1. Holders of ordinary shares are entitled to attend and vote at general meetings of the Company. The total number of issued ordinary shares (exclusive of treasury shares) in the Company on 7 February 2024, which is the latest practicable date before the publication of this document, is 207,544,975 carrying one vote each on a poll at a general meeting of the Company. Therefore, the total number of votes exercisable as at 7 February 2024 is 207,554,975. As at 7 February 2024, the Company held no shares in treasury.
• 1. Entitlement to vote at the GM, 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 18.30pm on Tuesday 5 March 2024 or, if the meeting is adjourned, 18.30pm on the day which is two business 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.
• 1. 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.
• 1. Any member attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting, but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
• 1. A copy of this notice and other information required by Section 311A of the Companies Act 2006 can be found at www.xpsgroup.com.
• 1. The resolution to be put to the meeting will be voted on by poll and not by show of hands. A poll reflects the number of voting rights exercisable by each member, and so the Board considers it a more democratic method of voting.

Members and proxies will be asked to complete a poll card to indicate how they wish to cast their votes. These cards will be collected at the end of the meeting. The results of the poll will be published on the Company's website and notified to the Financial Conduct Authority once the votes have been counted and verified.

1. Members may not use any electronic address provided in either this notice of meeting or any related documents (including the enclosed Proxy Form) to communicate with the Company for any purposes other than those expressly stated.

2. 1. Copies of the Executive Directors' service contracts and letters of appointment of the Non-Executive Directors may be inspected during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the registered office of the Company at Phoenix House, 1 Station Hill, Reading, Berkshire RG1 1NB.
3. 1. Except as provided above, shareholders who have general queries about the GM should visit our Registrars, Equiniti, website at www.shareview.co.uk; or write to the Registrar, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. No other methods of communication will be accepted.

For CREST members only:

• 1. CREST members who wish to appoint a proxy or proxies for the meeting (or any adjournment of it) through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual (available via www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
• 1. 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 (Equiniti ID RA19) by no later than 12.00pm on Tuesday 5 March 2024 (or, if the meeting is adjourned, no later than 48 hours before the time of any adjourned meeting). 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.

For CREST members only: continued

• 1. 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 Instruction. 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.
• 1. 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.

This Remuneration Policy, which has been approved by the Board, contains the material required to be set out in the Directors' Remuneration Report for the purposes of Part 4 of The Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013, which amended The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 ('the DRR Regulations').

This section outlines the new proposed 2024 Directors' Remuneration Policy, which will take effect for all payments made to Directors with effect from 7 March 2024 following the General Meeting and will operate until the 2026 AGM, when it is expected that policy approval will revert to the normal timeframe.

The 2024 Policy is very similar to the current policy approved by shareholders at the 2020 AGM apart from the following changes:

• an element of bonus deferral is to be introduced. To date, all bonus payments have been made in cash. For financial years commencing following the approval of the 2024 Policy, bonus payments up to 100% of salary are to be paid as cash, with any amount payable in excess of this deferred into shares for two years; and
• a clarification that PSP awards in good leaver situations will normally be retained and vest at the normal vesting date.

Element and purpose	Policy and operation	Maximum	Performance measures
Base salary The core element of pay, reflecting the individual's position within the Company and experience	The base salary of each Executive Director takes into account the performance of each individual and is set at an appropriate level to secure and retain the talent needed to deliver the Group's strategic objectives. Salaries are reviewed annually on 1 April and are influenced by: information from relevant comparator groups (referencing the Group's competitors and public companies in other industries); the performance of each individual Executive Director; and average increases for employees across the Group as a whole.	Annual increases will not exceed 7.5% + RPI or the average increase of employees across the Group in any given year, whichever is higher. The level of increase may deviate from this maximum in the case of special circumstances: for example, increases in responsibilities or promotion. As an example, this may occur if the market capitalisation of the Company increases as the shares are 're rated' by investors such that the comparator group changes. In this scenario, the Board would consider the increase and the performance of the Company. Other elements of remuneration may also change. In these cases, any exceptional increase will not exceed 20% of salary a year.	n/a
Benefits in kind To provide market competitive benefits valued by recipients	Benefits currently include permanent health insurance, life insurance, private medical insurance and car allowance and may also include other benefits in the future. In certain limited circumstances, relocation allowances may be necessary. All benefits are subject to annual review to ensure they remain in line with market practice.	Benefits (excluding any relocation allowances) may be provided up to an aggregate value of normally £35,000 for each Executive Director (indexed to inflation).	n/a
Pension To provide retirement benefits	Executive Directors participating in the pension plan benefit from matching annual Group contributions of 6% of base salary. Executive Directors are entitled to take all or part of their pension contributions as a cash allowance.	The maximum employer's contribution (or cash supplement) is 6% of salary.	n/a
		Executive Directors' employer's contribution levels are aligned to the contribution levels for the majority of the workforce.

Element and purpose	Policy and operation	Maximum	Performance measures
Annual bonus To motivate Executive Directors and support the delivery of the Group's financial and strategic business target over a one-year operating cycle	Annual bonus plan levels and the appropriateness of measures are reviewed annually to ensure they continue to support our strategy. Once set, performance measures and targets will generally remain unchanged for the year, except to reflect events (e.g. corporate acquisitions, other major transactions) where the Committee considers it to be necessary in its opinion to make appropriate adjustments. For bonuses relating to financial years commencing after the approval of this Policy, payments up to 100% of salary are to be paid as cash, with amounts in excess of this deferred into shares for two years. The value of the deferred awards may be increased to reflect the value of dividends that would have been paid in respect of any record dates falling between the grant of awards and the expiry of any vesting period. Clawback and malus provisions apply as explained in more detail in the notes to this Policy table.	The maximum annual bonus opportunity is 150% of base salary. For FY 2024, the maximum opportunity will be 150% of base salary for the Co-CEOs and 125% for the CFO.	Bonuses will be payable subject to the achievement of performance conditions which will be set by the Remuneration Committee. The targets may be financial and/or personal and strategic. The intended weighting of these measures is not less than 60% financial. Where a sliding scale of targets is used, attaining the threshold level of performance for any measure will not typically produce a payout of more than 20% of the maximum portion of overall annual bonus attributable to that measure, with a sliding
			scale to full payout for maximum performance. Bonus payments will also be subject to the Committee considering that the proposed bonus amounts, calculated by reference to performance against the targets, appropriately reflect the Company's overall performance and shareholders' experience. If the Committee does not believe this to be the case, it retains the discretion to adjust the bonus outturn accordingly.
Performance Share Plan To motivate Executive Directors and incentivise the delivery of sustained performance over the long term and to promote alignment with shareholders' interests	Awards under the PSP may be granted as nil/nominal cost options which vest to the extent performance conditions are satisfied over a period normally of at least three years. Awards will vest at the end of the specified vesting	The market value of shares to be awarded to Executive Directors in respect of any year will normally be up to 150% of base salary, with awards of a maximum of 200% allowable in exceptional circumstances.	The Remuneration Committee may impose such conditions as it considers appropriate which must be satisfied before any award will vest.
	period at the discretion of the Remuneration Committee and are subject to a further holding period of two years (or such shorter period so that the period from the date of grant until the end of the holding period will be equal to five years). The PSP rules allow that the number of shares (or the cash equivalent) subject to vested PSP awards may be increased to reflect the value of dividends that would have been paid in respect of any record dates falling between the grant of awards and the expiry of any vesting period.		All awards made to Executive Directors will be subject to performance conditions which measure performance over a period normally no less than three years.
			No more than 25% of awards vest for attaining the threshold level of performance.
	Clawback and malus provisions applied are explained in more detail in the notes to this Policy table.		The formulaic outcome of all PSP performance measures will also be subject to the Committee considering that the proposed levels, calculated by reference to performance against the targets, appropriately reflect the Company's overall performance and shareholders' experience. If the Committee does not believe this to be the case, it retains the discretion to adjust the PSP outturn accordingly.

Element and purpose	Policy and operation	Maximum	Performance measures
Share ownership guidelines To promote stewardship and to further align the interests of Executive Directors with those of shareholders	The share ownership guidelines encourage Executive Directors to build or maintain (as appropriate) a shareholding in the Company.	No maximum level but not less than 200% of base salary for any Executive Director.	n/a
	If any Executive Director does not meet the guideline, they will be expected to retain up to 50% of the net of tax number of shares vesting under any of the Company's discretionary share incentive arrangements (including any deferred bonus shares) until the guideline is met. Any performance vested shares subject to a holding period and any shares awarded in connection with annual bonus deferral will be credited for the purpose of the guidelines (discounted for anticipated tax liabilities).
	Executive Directors will be required to maintain a shareholding in the Company for a two-year period after stepping down from that position, being in the first year, the lesser of the guideline level or the Executive Directors' actual relevant shareholding at leaving and reducing to 50% of this requirement in the second year.
	For the purpose of this requirement, the Executive Directors' actual relevant shareholding will include shares vesting under any of the Company's discretionary share incentive arrangements (including any deferred bonus shares) from awards granted after the 2020 AGM but excludes shares acquired and the release of shares under share incentive plans where the grant occurred prior to the adoption of the policy. The Committee will retain the discretion to remove the holding requirement if it is deemed to be inappropriate.
All-employee share plans To facilitate and encourage share ownership by staff, thereby allowing everyone to share in the long-term success of the Company and align interests with those of shareholders	The Executive Directors will be entitled to participate in all of the Company's employee share plans, including the Share Save Plan, on the same terms as other employees.	The maximum participation levels for all-employee share plans will be the limits for such plans set by HMRC from time to time. However, the Company may impose lower limits on a scheme-by scheme basis.	Consistent with normal practice, such awards would not be subject to performance conditions.
	These all-employee share plans are established under HMRC tax-advantaged regimes and follow the usual form for such plans.
Chairman and Non-Executive Directors' fees To enable the Company to recruit and retain Company Chairs and Non-Executive Directors of the highest calibre, at the appropriate cost	The fees paid to the Chairman and Non-Executive Directors aim to be competitive with other listed companies of equivalent size and complexity.	The aggregate fees and any benefits of the Chairman and Non Executive Directors will not exceed the limit from time to time prescribed within the Company's Articles of Association for such fees currently £500,000 p.a. in aggregate. Any increases in fee levels made will be appropriately disclosed.	n/a
	The fees payable to the Non-Executive Directors are determined by the Board, with the Chairman's fees determined by the Committee. No Director participates in decisions regarding their own fees.
	The Chairman and Non-Executive Directors do not participate in any new cash or share incentive plans.
	The Chairman and Non-Executive Directors are entitled to benefits relating to travel and office support and such other benefits as may be considered appropriate.
	The Chairman is paid a single fee for the role, although he will be entitled to an additional fee if he is required to perform any specific and additional services.
	Non-Executive Directors receive a base fee for the role. Additional fees are paid for acting as Senior Independent Director or for Chairman of the Audit, Remuneration or other Board Committees or to the Designated Employee Engagement NED to reflect the additional time commitment. They will be entitled to an additional fee if they are required to perform any specific and additional services.

Notes to the Policy table

1. Stating maxima for each element of the Remuneration Policy: The Regulations and related investor guidance encourage companies to disclose a cap within which each element of the Directors' Remuneration Policy will operate. Where maximum amounts for elements of remuneration have been set within the Policy, these will operate simply as caps and are not indicative of any aspiration.

2. Travel and hospitality:

While the Committee does not consider it to form part of benefits in the normal usage of that term, it has been advised that corporate hospitality, whether paid for by the Company or another, and business travel for Directors (and in exceptional circumstances their families) may technically come within the applicable rules, and so the Committee expressly reserves the right for the Committee to authorise such activities.

1. Past obligations: In addition to the above elements of remuneration, any commitment made prior to, but due to be fulfilled after, the approval and implementation of this Remuneration Policy will be honoured.

4. Malus/clawback: The

Committee may apply malus (being the ability to withhold or reduce a payment/vesting) and clawback (the ability to reclaim some or all of a payment/ vesting) to an award under the annual bonus or PSP where there are circumstances which would justify such action. The relevant circumstances where these powers of recovery may operate include:

• the Company materially misstated its financial results for any reason and that misstatement would result or resulted either directly or indirectly in an award being granted or vesting to a greater extent than would

have been the case had that misstatement not been made;

• the extent to which any performance target and/ or any other condition was satisfied was based on an error or on inaccurate or misleading information or assumptions which resulted either directly or indirectly in an award being granted or vesting to a greater extent than would have been the case had that error not been made;
• circumstances arose (or continued to arise) during the vesting period (including any holding period) of an award which would have warranted the summary dismissal of the participant; or
• there is a sufficiently significant impact on the reputation of the Company (including a Company failure) to justify the operation of malus or clawback.

Normally, clawback can operate for up to two years following the vesting of an award.

5. Performance conditions:

The performance-related elements of remuneration take into account the Group's risk policies and systems and are designed to align the senior executives' interests with those of shareholders. The Committee reviews the metrics used and targets set for the Group Executive Directors and senior management (not just the Executive Directors) every year in order to ensure that they are aligned with the Group's strategy and to ensure an appropriate level of consistency.

1. Differences between the Policy in respect of Remuneration for Directors and the Policy on remuneration for other staff: While the appropriate benchmarks vary by role, the Company seeks to apply the philosophy behind this policy across the Company as a whole. Where the Group's pay policy for Directors differs from its

pay policies for groups of staff, this reflects the appropriate market rate position and/ or typical practice for the relevant roles. The Company takes into account pay levels, bonus opportunity and share awards applied across the Group as a whole when setting the Executive Directors' Remuneration Policy.

7. Committee discretions:

The Committee will operate the annual bonus plan and PSP according to their respective rules and the above Remuneration Policy table. The Committee retains discretion, consistent with market practice, in a number or respects, in relation to the operation and administration of these plans. This discretion includes, but is not limited to, the following:

• the selection of participants;
• the timing of grant of awards;
• the size of an award/bonus opportunity subject to the maximum limits set out in the Remuneration Policy table and the rules of the relevant plan;
• the determination of performance against targets and resultant vesting/ pay-outs;
• discretion required when dealing with a change of control or restructuring of the Company;
• determination of the treatment of leavers based on the rules of the relevant plan and the appropriate treatment chosen;
• adjustments required in certain circumstances (e.g. rights issue, corporate restructuring events and special dividends); and
• the annual review of performance measures, weightings and targets from year to year.

In addition, while performance measures and targets used in the annual bonus plan and PSP will generally remain unaltered, if events occur which the Committee determines would make a different or amended target a fairer measure of performance, such amended or different targets can be set provided they are not materially more or less difficult to satisfy, having regard to the event in question.

Any use of the above discretion would, where relevant, be explained in the Annual Report on Directors' Remuneration and may, where appropriate and practicable, be the subject of consultation with the Company's major shareholders.

The Committee may make minor amendments to the Remuneration Policy set out above for regulatory, exchange control, tax or administrative purposes or to take account of a change in legislation, without obtaining shareholder approval for that amendment.

Remuneration Policy on recruitment

The Company's recruitment remuneration policy aims to give the Committee sufficient flexibility to secure the appointment and promotion of high-calibre executives to strengthen the management team and secure the skill sets to deliver our strategic aims.

In terms of the principles for setting a package for a new Executive Director, the starting point for the Committee will be to apply the Remuneration Policy for Executive Directors as set out above and structure a package in accordance with that Policy. Consistent with the DRR Regulations, any caps contained within the policy for fixed pay do not apply to new recruits, although the Committee would not envisage exceeding these caps in practice unless absolutely necessary.

The annual bonus plan and PSP, including the maximum award levels, will operate as detailed in the general Remuneration Policy in relation to any newly appointed Executive Director. For an internal appointment, any variable pay element awarded in respect of the prior role may either continue on its original terms or be adjusted

to reflect the new appointment as appropriate.

For both external and internal appointments, the Committee may agree that the Company will meet certain relocation expenses as it considers appropriate.

For external candidates, it may be necessary to make additional awards in connection with the recruitment to buyout awards forfeited by the individual on leaving a previous employer. Any recruitment-related awards which are not buyouts will be subject to the limits of the annual bonus plan and PSP as stated in the general policy. Details of any recruitmentrelated awards will be appropriately disclosed.

For any buyouts, the Company will not pay more than is necessary in the view of the Committee and will be limited in value to what the Committee considers to be a fair estimate of the value of the awards foregone. The Committee will in all cases seek, in the first instance, to deliver any such awards under the terms of the existing annual bonus plan and PSP. It may, however, be necessary in some cases to make buyout awards on terms that are more bespoke than the existing annual bonus plan and PSP.

All buyouts, whether under the annual bonus plan, PSP or otherwise, will take due account of the service obligations and performance requirements for any remuneration relinquished by the individual when leaving a previous employer. The Committee will seek, where it is practicable to do so, to make buyouts subject to what are, in its opinion, comparable requirements in respect of service and performance. However, the Committee may choose to relax this requirement in certain cases, such as where the service and/ or performance requirements are materially completed, or where such factors are, in the view of the Committee, reflected in some other way, such as a significant discount to the face value of the awards forfeited, and where the Committee considers it to be in the interests of shareholders.

Service contracts

Executive Directors

Ben Bramhall and Paul Cuff entered into a service agreement with the Company that was effective upon admission and dated 16 February 2017. Snehal Shah entered into a service agreement with the Company that was effective 28 May 2019, the date of his employment beginning, although Snehal was not appointed as Chief Financial Officer until FCA approval was received on 9 July 2019. The policy is that each Executive Director's service agreement should be of indefinite duration, subject to termination by the Company or the individual on no more than 12 months' notice.

The service agreements of all Executive Directors, which are available for inspection at the Company's registered office, comply with this policy:

• the Executive Directors' service agreements are terminable by either party on not less than nine months' written notice for the Co-CEO, six months for CFO or immediately upon payment in lieu of notice, and contain a garden leave clause; and
• in each case any payment in lieu of notice will be calculated by reference to base salary and contractual benefits only and will not include any entitlement to bonus.

Chairman and Non-Executive Directors

The appointments of Alan Bannatyne and Margaret Snowdon are subject to the terms of letters of appointment agreed between each of them and the Company dated 24 January 2017, the appointment of Sarah Ing is subject to the terms of a letter of appointment dated 19 March 2019, the appointment of Aisling Kennedy is subject to the terms of a letter of appointment dated 22 February 2023, and the appointments of Imogen Joss and Martin Sutherland are subject to the terms of a letter of appointment dated 7 December 2023. They are not entitled to receive any compensation on termination of their appointment

(other than payment in respect of a notice period where notice is served) and are not entitled to participate in the Company's share plans, bonus arrangements or pension schemes. They are entitled to be reimbursed all reasonable out-of-pocket expenses incurred in the proper performance of their duties.

Their appointment may be terminated at any time upon three months' written notice by either party and with immediate effect in certain circumstances. The appointment may also be terminated pursuant to the Articles or as otherwise required by law. They are subject to retirement by rotation every three years under the Articles but intend to retire and submit themselves for re-election by shareholders each year at the annual general meeting.

Remuneration Policy on termination

The Committee will consider treatments on a termination having regard to all of the relevant facts and circumstances available at that time. This policy applies both to any negotiations linked to notice periods on a termination and any treatments that the Committee may choose to apply under the discretions available to it under the terms of the annual bonus plan and PSP. The potential treatments on termination under these plans are as follows:

Annual bonus plan

If an Executive Director resigns or is dismissed for cause before the bonus payment date, the right to receive any bonus normally lapses (unless the Committee determines otherwise). If an Executive Director ceases employment before the bonus date because of death, injury, ill health, disability or any other reason determined by the Committee, such bonus will be payable as the Committee in its absolute discretion determines taking into account the circumstances for leaving, time in employment and performance. Similar treatment will apply in the event of a change in control of the Company.

Deferred awards are normally preserved in all leaver cases

(unless an Executive Director ceases employment due to gross misconduct or gross negligence) but release will not typically be accelerated, except in the case of death in service. The Committee has the ability to release a leaver's awards early in exceptional circumstances.

Performance Share Plan ('PSP')

The Committee's Policy is in accordance with the rules of the Performance Share Plan 2017. If, during the performance or vesting period, a participant:

• resigns or is dismissed for cause, awards will normally lapse in full; or
• ceases to be employed due to death, ill health, injury or disability, retirement with the agreement of the participant's employer, redundancy, the sale or transfer of the participant's employing company or business out of the Group (other than on change of control), or for other reasons specifically approved by the Committee, the award shall be retained and will vest at the normal vesting date (unless the Committee exercises its discretion to allow awards to vest early on cessation in exceptional circumstances) to the extent that the Committee determines. The Committee will determine the extent to which an award will vest taking into account the extent to which the performance conditions have been met and, where appropriate, the period that has expired to the date of cessation.

If a participant ceases employment during the holding period, performance-vested awards will normally be retained and vest as normal at the end of the holding period (unless the Committee exercises its discretion to allow awards to vest early on cessation in suitable cases).

The all-staff Share Save scheme provides treatments for leavers in line with HMRC rules for such plans.

The Company has the power to enter into settlement agreements with Directors and to pay compensation to settle potential legal claims. In addition, and consistent with market practice, in the event of the termination of an Executive Director, the Company may make a contribution towards that individual's legal fees and fees for outplacement services as part of a negotiated settlement. Any such fees will be disclosed as part of the detail of termination arrangements.

External appointments

The Company's policy on external appointments permits an Executive Director, subject to the approval of the Chairman, to serve as a Non-Executive director for normally no more than one other organisation where this does not conflict with the individual's duties to the Company. When an Executive Director takes such a role, they may be entitled to retain any fees which they earn from that appointment.

Statement of consideration of employment conditions elsewhere in the Company

The Committee receives regular updates on overall pay and conditions in the Company, which enables it to take the wider workforce remuneration into account when setting the policy for executive remuneration. Whilst the Committee does not consult directly with employees as part of the process for reviewing executive pay, the Committee does receive insights from the broader employee population via an employee engagement group. Accordingly, the Committee confirms that the new Policy has been designed with due regard to the policy for remuneration of employees across the Group.

The Remuneration Policy for other employees is based on broadly consistent principles as described above. Annual salary reviews across the Company take into account Company performance, relevant pay and market conditions and salary levels for similar roles in comparable companies.

Other members of senior management participate in similar annual bonus arrangements to the Executive Directors, although award sizes vary by organisational level. Share incentive awards may also be granted to a broader population than the Executive Directors, although the award

sizes and terms of the awards vary. The Company operates discretionary bonus schemes for eligible groups of employees, under which a bonus is payable subject to the achievement of appropriate targets. All eligible employees may participate in the Company's Share Save scheme on identical terms.

Statement of consideration of shareholders' views

The Committee considers shareholder views received during the year and at each AGM, as well as guidance from shareholder representative bodies more broadly, when determining the remuneration policy and its implementation. The Committee seeks to build an active and productive dialogue with investors on developments on the remuneration aspects of corporate governance generally, and it will consult with major shareholders in advance of any material change to the structure and/or operation of the policy and will seek formal

shareholder approval for any such change if required.

Illustrations of application of the Directors' Remuneration Policy

The charts below show how the Remuneration Policy set out above will be applied for Executive Directors in its first year based on various performance scenarios and using the assumptions below. The remuneration illustrations are based on the implementation of Policy in FY 2024 including the PSP awards that were granted in July 2023.

Minimum	• Consists of base salary, benefits and pension;
	• Base salary is the salary paid in FY 2024;
	• Benefits measured as benefits paid in FY 2023; and
	• Pension measured as the defined contribution or cash allowance in lieu of Company contributions of 6%
Target	Based on what the Executive Director would receive if performance were in line with expectations or on target (excluding share price appreciation and dividends):
	• Annual bonus: consists of the on-target bonus (50% of maximum opportunity used for illustrative purposes);
	• PSP: consists of the threshold level of vesting (25% vesting) under the PSP
Maximum	Based on the maximum remuneration receivable (excluding share price appreciation and dividends):
	• Annual bonus: consists of maximum bonus of 150% of salary for the Co-CEOs and 125% of salary for the CFO
	• PSP: consists of the face value of awards (175% of base salary for Co-CEOs and 150% of base salary for the CFO) under the PSP
Maximum with 50% share price growth	As the maximum scenario plus the value resulting from a share price growth of 50% in relation to the PSP award

Maximum with share

price growth

Notes