XPS PENSIONS GROUP PLC — AGM Information 2024

Jul 11, 2024

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in 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 Annual General Meeting 1.00pm, 5 September 2024

Letter from the Chairman

11 July 2024

Dear shareholder,

Annual 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 the Annual General Meeting (AGM) of XPS Pensions Group plc (the "Company") which will be held at Phoenix House, 1 Station Hill, Reading, Berkshire RG1 1NB on Thursday 5 September 2024 at 1.00pm.

The formal Notice of AGM is set out on the following pages of this document, detailing the resolutions that the shareholders are being asked to vote on together with explanatory notes of the business to be conducted at the AGM. The AGM 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 resolutions will be announced via a regulatory information service and posted on the Company's website as soon as practicable after the AGM.

Whether or not shareholders propose to attend the AGM, 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 Shareview website, www.shareview.co.uk, and logging in to your Shareview Portfolio. To register for a Shareview Portfolio, go to www.shareview.co.uk and enter the requested information. 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 AGM on pages 10 and 11. Institutional investors may be able to appoint a proxy electronically via the Proxymity platform, www.proxymity.io, as also detailed in the notes to the Notice of AGM on page 11. 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 1.00pm on Tuesday 3 September 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 AGM 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 each of the resolutions to be proposed at the AGM.

Recommendation

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

I look forward to seeing you at the AGM.

Yours faithfully,

Alan Bannatyne Chairman

NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING (AGM) of XPS Pensions Group plc (the "Company") will be held at Phoenix House, 1 Station Hill, Reading, Berkshire RG1 1NB on Thursday 5 September 2024 at 1.00pm to consider and, if thought appropriate, pass the following resolutions, of which Resolutions 1 to 19 will be proposed as ordinary resolutions and Resolutions 20 to 23 will be proposed as special resolutions.

Ordinary Resolutions:

Reports and Accounts

1. To receive the Directors' Report and Accounts of the Company for the year ended 31 March 2024 (the "Annual Report").

Dividend

1. To declare a final dividend of 7.0p per ordinary share for the year ended 31 March 2024.

Directors' Remuneration

1. To approve the Directors' Remuneration Report for the year ended 31 March 2024 (excluding the Directors' Remuneration Policy), the full text of which is set out on pages 72 to 95 of the Annual Report.

Deferred bonus share plan approval

• 1. To approve the XPS Pensions Group Deferred Share Bonus Plan (the "DSBP") and authorise the Directors to:
  2. (A) make any modifications or amendments and to do all such acts and things as they may consider necessary, desirable and/or expedient for the purposes of adopting and implementing the DSBP; and
  3. (B) establish further plans based on the DSBP but modified to take account of local tax, exchange control and/or securities laws in overseas territories, provided that any shares made available under such further plans are treated as counting against the individual and overall limit on the number of value of shares that may be subject to awards granted under the DSBP.

Non-Executive Director fee cap limit increase to £750,000

1. To increase the cap on fees that can be paid to Non-Executive Directors under Article 100 of the Company's Articles of Association from £500,000 to £750,000 per annum in aggregate.

Directors

• 1. To re-elect Alan Bannatyne as a Director.
• 1. To re-elect Ben Bramhall as a Director.
• 1. To re-elect Paul Cuff as a Director.
• 1. To re-elect Sarah Ing as a Director.
• 1. To elect Imogen Joss as a Director.
• 1. To re-elect Aisling Kennedy as a Director.
• 1. To re-elect Snehal Shah as a Director.
• 1. To re-elect Margaret Snowdon OBE as a Director.
• 1. To elect Martin Sutherland as a Director.

Auditors

• 1. To reappoint BDO LLP as auditors of the Company to hold office from the conclusion of this AGM until the conclusion of the next AGM at which accounts are laid before the AGM.
• 1. To authorise the Audit & Risk Committee of the Company to fix the remuneration of the auditors.

E-communications

1. To authorise the Company, pursuant to Rule 6.1.8(1) of the Financial Conduct Authority's Disclosure Guidance and Transparency Rules, to use electronic means (as defined in the Glossary to the FCA Handbook) to convey information to members.

Authority for political donations

• 1. To authorise the Company, and all companies that are subsidiaries of the Company at any time during the period for which this resolution has effect, in accordance with Sections 366 and 367 of the Companies Act 2006 (the "2006 Act"), beginning with the date on which this resolution is passed and ending at the end of the next AGM of the Company or, if earlier, at the close of business on 5 December 2025, to:
  2. (A) make political donations to political parties or independent election candidates or both not exceeding £50,000 in total;
  3. (B) make political donations to political organisations (other than political parties) not exceeding £50,000 in total; and
  4. (C) incur political expenditure not exceeding £50,000 in total, provided that the aggregate amount of all such political donations and political expenditure during such period shall not exceed £50,000.

For the purposes of this resolution the terms 'political donations', 'political parties', 'independent election candidates', 'political organisations' and 'political expenditure have the meanings given by Sections 363 to 365 of the 2006 Act.

Directors' authority to allot shares

• 1. To generally and unconditionally authorise 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 or grant rights to subscribe for, or to convert any security into, shares of the Company:
  2. (A) up to an aggregate nominal amount of £34,590.82; and
  3. (B) comprising equity securities (as defined in Section 560(1) of the 2006 Act) up to a further aggregate nominal amount of £34,590.82 in connection with an offer by way of a rights issue.

Ordinary Resolutions: continued

Directors' authority to allot shares continued

such authorities to apply in substitution for all previous authorities pursuant to Section 551 of the 2006 Act and to expire (unless previously revoked, varied or renewed) at the end of the next AGM or on 5 December 2025, whichever is the earlier, but in each case so that the Company may make offers and enter into agreements during the relevant period 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 ends and the Directors may allot shares or rights to subscribe for or to convert any security into shares in pursuance of such offer or agreement as if the authority had not expired.

For the purposes of this Resolution, "rights issue" means an offer to:

• (i) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
• (ii) holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements record dates or legal, regulatory or practical problems in, or under the laws of, any territory or the requirement of any regulatory body or stock exchange.

Special Resolutions:

Disapplication of pre-emption rights

• 1. That, if Resolution 19 is passed, the Directors be authorised pursuant to Section 250 and Section 573 of the 2006 Act to allot equity securities (as defined in the 2006 Act) for cash under the authority given by that Resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if Section 561(1) of the 2006 Act did not apply to any such allotment or sale, such authority to be limited:
  2. (A) to the allotment of equity securities in connection with an offer of equity securities (including, without limitation, under a rights issue, open offer or other similar arrangement) in favour of holders of ordinary shares in the capital of the Company in proportion (as nearly as may be practicable) to their existing holdings of ordinary shares but subject to such exclusions or other agreements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory or the requirement of any regulatory body or stock exchanges;
• (B) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (A) above) up to an aggregate nominal value of £10,377.24 being approximately 10% of the issued ordinary share capital as at 3 July 2024; and
• (C) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (A) or (B) above) 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 (B) above, such power 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 (unless previously revoked, varied or renewed) at the end of the next AGM of the Company or, if earlier, at the close of business on 5 December 2025 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

• 1. That, if Resolution 19 is passed, the Directors be authorised pursuant to Section 570 and Section 573 of the 2006 Act, in addition to any authority granted under Resolution 20, to allot equity securities (as defined in the 2006 Act) for cash under the authority given by that Resolution 20 and/or to sell ordinary shares held by the Company as treasury shares for cash as if Section 561(1) of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be:
  2. (A) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £10,377.24, being approximately 10% of the issued ordinary share capital as at 3 July 2024, and such authority to be 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 Directors determine to be an acquisition or other 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
  3. (B) limited to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (A) above) up to a nominal amount of 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (A) above, 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 (unless previously revoked, varied or renewed) at the end of the next AGM of the Company or, if earlier, at the close of business on 5 December 2025 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Authority to purchase own shares

• 1. To unconditionally and generally authorise the Company for the pursuant to Section 701 of the 2006 Act to make market purchases (as defined in Section 693(4) of the 2006 Act) of ordinary shares of 0.05 pence each in the capital of the Company, on such terms and in such manner as the Directors shall determine, provided that:
  2. (A) the maximum number of ordinary shares which may be purchased is 20,754,497;
  3. (B) the minimum price (exclusive of all expenses) which may be paid for each ordinary share is 0.05 pence (being the nominal value of an ordinary share);
  4. (C) the maximum price which may be paid for an ordinary share is an amount equal to the higher of: (i) 105% of the average of the middle market quotations for of the Company's ordinary shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased; and (ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share System on the trading venue where the purchase is carried out as stipulated by the Regulatory Technical Standards adopted by the European Commission pursuant to Article 5(6) of the Market Abuse Regulation (EU) No 596/2014 (as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 and any regulations made under that Act) (in each case exclusive of all expenses); and
  5. (D) this authority shall expire (unless previously revoked, varied or renewed) at the conclusion of the Company's next AGM or, if earlier, 5 December 2025 (except in relation to the purchase of ordinary shares, the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry) unless such authority is renewed prior to such time.

Notice of general meetings

1. To authorise the Directors to call a general meeting of the Company, other than an annual general meeting, on not less than 14 clear days' notice.

By order of the Board

Sarah Rixon Company Secretary 11 July 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 AGM resolutions.

Resolutions 1 to 19 are proposed as ordinary resolutions.

For each of these resolutions to be passed, more than half of the votes cast must be in favour of the resolution.

Resolutions 20 to 23 are proposed as special resolutions.

For each of these resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Resolution 1: Report and Accounts

The first item of business is the receipt by the shareholders of the Directors' Report and Accounts of the Company for the year ended 31 March 2024. The Directors' Report, the Accounts and the Report of the Company's auditors on the accounts and on those parts of the Directors' Remuneration Report that are capable of being audited are contained within the Annual Report.

Resolution 2: Declaration of Dividend

Resolution 2 deals with the recommendation of the Directors that a final dividend of 7.0p per ordinary share be paid. If approved, it is intended that the dividend will be paid to ordinary shareholders on 23 September 2024 that were on the register at the close of business on 23 August 2024.

Resolution 3: Annual Remuneration Report

Resolution 3 seeks shareholder approval of the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) for the year ended 31 March 2024 as set out on pages 72 to 95 of the Annual Report. The Company's auditors, BDO LLP, have audited those parts of the Directors' Remuneration Report that are required to be audited and their report may be found on pages 101 to 108 of the Annual Report. In accordance with remuneration reporting rules, the vote on the Directors' Remuneration Report is an advisory vote. This means that the Company can still act according to the Directors' Remuneration Report as proposed if the resolution is not approved.

Resolution 4: Deferred Share Bonus plan

Resolution 4 is a resolution seeking authority from shareholders to approve the XPS Pensions Group Deferred Share Bonus Plan (DSBP).

As further described in the Directors' Remuneration Report, this will enable the deferral of annual bonuses otherwise payable to an Executive Director into awards over shares that will vest after a two-year deferral period.

The rules of the DSBP will be on display at the place of the AGM from at least 15 minutes before the Annual General Meeting until it ends, and on the National Storage Mechanism from the date of this Notice.

A summary of the principal terms of the DSBP is set out at Appendix 1 to this Notice.

Resolution 5: Non-Executive Director fee cap limit increase to £750,000

The Company's Articles of Association currently state Non-Executive Directors' remuneration by way of fees shall not exceed £500,000 per annum in aggregate, but that this can be raised by way of ordinary resolution of the Company's shareholders.

The Board considers it advisable to increase the cap on fees contained in the Articles of Association. The Board proposes that the limit be raised to £750,000 per annum in aggregate.

Resolutions 6 to 14: Re-election of Directors

It is the intention of the Board that all Directors will retire from the Board and submit themselves for annual re-election by shareholders in accordance with the UK Corporate Governance Code. Separate resolutions are proposed for each of these elections.

Biographical details of each of the Directors who are seeking election or re-election appear on pages 12 and 13 of this document. The Board believes that each Director standing for election or re-election 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 individual proposed for election or re-election has continued to perform effectively and demonstrate commitment to their role.

The Board reviews the independence of its Directors on an annual basis. In considering the independence of the independent Non-Executive Directors proposed for election, the Board has taken into consideration the guidance provided by the UK Corporate Governance Code. Accordingly, the Board considers Alan Bannatyne, Sarah Ing, Imogen Joss, Aisling Kennedy, Margaret Snowdon OBE and Martin Sutherland to be independent in accordance with the UK Corporate Governance Code.

Each Executive Director's service contract may be terminated by the Company on 12 months' notice. Each Non-Executive Director's letter of appointment may be terminated by the Company on three months' notice.

Resolution 15: Reappointment of Auditors

The auditors of a company must be appointed or reappointed at each general meeting at which accounts are laid. Resolution 15 proposes, on the recommendation of the Audit & Risk Committee, the appointment of BDO LLP as the Company's auditors until the conclusion of the next general meeting of the Company at which accounts are laid.

Resolution 16: Remuneration of Auditors

This resolution seeks shareholder consent for the Audit & Risk Committee of the Company to set the remuneration of the Auditors.

Resolution 17: E-communications

This resolution is proposed to enable the Company to take full advantage of the provisions in the Financial Conduct Authority's Disclosure Guidance and Transparency Rules which permit the Company to communicate with shareholders by electronic means. The Company has sent with this Notice of AGM a communication seeking individually the consent of each shareholder to receiving communications by website or email (if such shareholder has provided an email address), which will become effective if this resolution is passed and, (subject to this resolution being passed) if the Company does not receive a response within 28 days, will be able to treat those shareholders as having agreed to such communications. It will also be open to a shareholder who has received an electronic version of a document to ask the Company to send them a hard copy.

Resolution 18: Authority for political donations and expenditure

The Company does not intend to change its current practice of not making donations to political parties. However, the Companies Act 2006 contains restrictions on companies making political donations to a political party or other political organisation, or to an independent election candidate, or incurring political expenditure. The relevant provisions define political donations, political expenditure and political organisations widely. As a result, for example, the provisions might catch activities such as funding seminars and other functions to which politicians are invited or supporting bodies concerned with policy review or law reform, with the representation of the business community (or sections of it), or with the representation of other communities or special interest groups which it may be in the interests of the Company to support.

Resolution 18 in the notice of annual general meeting, which will be proposed as an ordinary resolution, seeks authority from shareholders to enable the Company and each of its subsidiaries to make political donations and to incur political expenditure which they would otherwise be prohibited from making or incurring.

The Directors believe that the authority proposed under resolution 18 to fund political donations to political parties or independent election candidates or both to a limit of £50,000, to fund political donations to political organisations (other than political parties) to a limit of £50,000 and to incur political expenditure to a limit of £50,000 (provided that the aggregate amount of all such political donations and political expenditure during such period shall not exceed £50,000) is necessary to be sure that, if it is in the Company's or any subsidiary's interests, support can be given to organisations that are not believed to be political but which might come within the extended and uncertain scope of the relevant provisions of the Companies Act 2006.

The resolution does not authorise any specific donations or expenditure. As required by the Companies Act 2006, the Company will make disclosure in its next annual report of any political donations made, or political expenditure incurred, by it or any of its subsidiaries which is in aggregate in excess of £2,000. The authority conferred by this resolution will expire at the end of next year's annual general meeting or, if sooner, on 5 December 2025.

Resolution 19: Directors' authority to allot

The purpose of Resolution 19 is to authorise the Directors' to allot shares. The authority in paragraph (A) will allow the Directors to allot new shares and grant rights to subscribe for, or convert other securities into, shares up to approximately one-third (33.3%) of the total issued ordinary share capital of the Company (exclusive of treasury shares) which as at 3 July 2024, being the latest practicable date prior to publication of this Notice of Meeting, is equivalent to an aggregate nominal amount of £34,590.82.

The authority in paragraph (B) will allow the Directors to allot new shares and grant rights to subscribe for, or convert other securities into, shares only in connection with a rights issue up to a further aggregate nominal amount of £34,590.82, which is equivalent to approximately one-third (33.3%) of the total issued ordinary share capital of the Company (exclusive of treasury shares) as at 3 July 2024. The Company currently holds no shares in treasury.

These limits are in accordance with guidelines issued by the Investment Association.

There are no present plans to undertake a rights issue or to allot new shares other than in connection with employee share incentive plans. The Directors consider it in the best interests of the Company that they should continue to have this authority to maintain the flexibility that this authority provides and enable the Directors to respond to market developments and enable allotments to take place to finance business opportunities as they arise. If the Directors do exercise this authority, the Directors intend to follow best practices as regards to its use, as recommended by the Investment Association.

If the resolution is passed, the authority will expire on the earlier of 5 December 2025 or the end of the AGM in 2025.

Resolutions 20 and 21: Disapplication of pre-emption rights

Unless they are given an appropriate authority by shareholders, if the Directors wish to allot new shares and other equity securities, grant rights over any shares, or sell treasury shares, for cash (other than in connection with an employee share scheme), the 2006 Act requires that these shares are offered first to shareholders in proportion to their existing holdings. These are known as pre-emption rights.

The existing disapplication of these statutory pre-emption rights, which was granted at the annual general meeting held on 7 September 2023, will expire at the end of this year's general meeting.

Resolution 20 will be proposed, as a special resolution, to give the Directors power to allot shares for cash or sell treasury shares for cash without the application of these statutory pre-emption rights:

• (A) first, in relation to offers of equity securities by way of rights issue, open offer or similar arrangements in favour of existing shareholders in proportion to their existing shareholdings (subject to certain exclusions);
• (B) second, up to a maximum aggregate nominal amount of £10,377.24 (representing approximately 10% of the nominal value of the ordinary shares in issue on 3 July 2024, being the latest practicable date prior to the publication of the notice of annual general meeting);
• (C) third, up to a maximum aggregate nominal amount of £2,075.44 (representing approximately 2% of the nominal value of the ordinary shares in issue on 3 July 2024) for the purposes only of a followon offer as described in the Pre-emption Group's Statement of Principles.

Resolution 21 will be proposed, as a special resolution, to give the directors power to allot shares for cash or sell treasury shares for cash without first offering them to existing shareholders in proportion to their existing shareholders

(D) first, up to a maximum aggregate nominal amount of £10,377.24 (representing approximately 10% of the nominal value of the ordinary shares in issue on 3 July 2024, being the latest practicable date prior to the publication of the notice of annual general meeting) in connection with an acquisition or specified capital investment which is announced contemporaneously

Resolutions 20 and 21: Disapplication of pre-emption rights continued

with the allotment, or which has taken place in the preceding 12-month period and is disclosed in the announcement of the allotment; and

(E) second, up to a maximum aggregate nominal amount of £2,075.44 (representing approximately 2% of the nominal value of the ordinary shares in issue on 3 July 2024) for the purposes only of a follow-on offer as described in the Pre-emption Group's Statement of Principles.

Resolutions 20 and 21 both seek authority to allot shares representing up to a further 2% of issued ordinary share capital in each case for the purposes of a follow-on offer. The Pre-emption Group's Statement of Principles provides for this 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 the offer. The 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 and the issue price of the shares.

As at 3 July 2024 the Company holds no treasury shares.

If these resolutions are passed, the authorities will expire at the end of the next AGM or on 5 December 2025, whichever is the earlier.

The Board considers the authorities in resolutions 20 and 21 to be appropriate in order to allow the Company flexibility to finance business opportunities or to conduct a rights issue or other pre-emptive offer without the need to comply with the strict requirements of the statutory pre-emption provisions.

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

Resolution 22: Purchase of own shares

The effect of Resolution 22, which is proposed as a special resolution, is to renew the authority granted to the Company to purchase its own ordinary shares, up to a maximum of 20,754,497 ordinary shares, until the AGM in 2025 or 5 December 2025, whichever is the earlier. This represents approximately 10% of the ordinary shares in issue as at 3 July 2024 (excluding any treasury shares held by the Company), being the latest practicable date prior to the publication of this Notice. The Company currently holds no shares in treasury.

The Company's exercise of this authority is subject to the stated upper and lower limits on the price payable. The maximum price is the upper limit stipulated in the Listing Rules.

Pursuant to the 2006 Act, the Company can hold any shares which are repurchased as treasury shares and either re-sell them for cash, cancel them, either immediately or at a point in the future, or use them for the purposes of its employee share schemes. Holding the repurchased shares as treasury shares will give the Company the ability to re-sell or transfer them in the future and will provide the Company with additional flexibility in the management of its capital base. No dividends will be paid on, and no voting rights will be exercised in respect of, treasury shares. Shares held as treasury shares will not automatically be cancelled and will not be taken into account in future calculations of earnings per share (unless they are subsequently re-sold or transferred out of treasury).

The Directors consider it desirable and in the Company's interests for shareholders to grant this authority. The Directors have no present intention to exercise this authority and will only do so if and when conditions are favourable with a view to enhancing net asset value per share.

The Company will not, save in accordance with a pre-determined, irrevocable and non-discretionary programme, repurchase shares in the close period immediately preceding the preliminary announcement of its annual or interim results as dictated by the Listing Rules or Market Abuse Regulations or, if shorter, between the end of the financial period concerned and the time of a relevant announcement or, except in accordance with the Listing Rules and the Market Abuse Regulations, at any other time when the Directors would be prohibited from dealing in shares.

As at 3 July 2024, being the latest practicable date prior to publication of this Notice, there were options outstanding over ordinary shares which, if exercised at that date, would have represented 5.93% of the Company's issued ordinary share capital. If the authority given by Resolution 22 were to be fully used, these would then represent 5.39% of the Company's issued ordinary share capital.

Resolution 23: Notice of general meetings

Under the Companies Act 2006, the notice period required for all general meetings of the Company is 21 clear days, though shareholders can approve a shorter notice period for general meetings that are not annual general meetings, which cannot, however, be less than 14 clear days. Annual general meetings will continue to be held on at least 21 clear days' notice. The shorter notice period would not be used as a matter of routine for other general 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 AGM, when it is intended that a similar resolution will be proposed.

Further Notes

• 1. A shareholder entitled to attend and vote is entitled to appoint another person as his or her proxy to exercise all or any of his or her rights to speak and vote at the AGM. A proxy need not be a shareholder of the Company but must attend the meeting to represent you.
• 1. 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 this note 2 and notes 3, 4, 18, 19 and 21 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 AGM.
• 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 contacting the Company's Registrar, Equiniti, on +44 (0)371 384 2030. If calling from outside of the UK, please ensure the country code is used. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 8.30am and 5.30pm Monday to Friday, excluding public holidays in England and Wales. 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 1.00pm on Tuesday 3 September 2024 (or, if the AGM 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 going to Equiniti's Shareview website, www.shareview.co.uk, and logging in to your Shareview Portfolio. To register for a Shareview Portfolio, go to www.shareview.co.uk and enter the requested information. 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 1.00pm on Tuesday 3 September 2024 (or, if the meeting is adjourned, no later than 48 hours before the time of any adjourned AGM).
• 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 3 July 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 voting rights exercisable as at 3 July 2024 is 207,544,975. As at 3 July 2024, the Company held no shares in treasury.
• 1. Entitlement to 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 6.30pm on 3 September 2024 or, if the meeting is adjourned, 6.30pm 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. Shareholders meeting the threshold requirements set out in Section 527 of the Companies Act 2006 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 for the financial year ended 31 March 2024; or (ii) any circumstance connected with an auditor of the Company appointed for the financial year ended 31 March 2024 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 Companies Act 2006. Where the Company is required to place a statement on a website under Section 527 of the Companies Act 2006, 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 an annual general meeting for the relevant financial year includes any statement that the Company has been required under Section 527 of the Companies Act 2006 to publish on a website.
• 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. Each of the resolutions 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.
• 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.
• 1. Except as provided above, shareholders who have general queries about the AGM should either: call the Registrar's helpline on +44 (0)371 384 2030. If calling from outside of the UK, please ensure the country code is used. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 8.30am and 5.30pm Monday to Friday; or write to the Registrar, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. No other methods of communication will be accepted.

• Under Section 338 and Section 338A of the Companies Act 2006, members meeting the threshold requirements in those sections have the right to require the Company: (i) to give, to members of the Company entitled to receive notice of the meeting, notice of a resolution which may properly be moved and is intended to be moved at the meeting; and/or (ii) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be moved or a matter may properly be included in the business unless: (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise); (b) it is defamatory of any person; or (c) it is frivolous or vexatious.

Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the Company not later than the date which is six clear weeks before the AGM, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.

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 1.00pm on 3 September 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.
• 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 the 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.
• 1. If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 1.00pm on 3 September 2024 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.

Alan Bannatyne

Independent Non-Executive Chairman

Alan Bannatyne was appointed Chairman of the XPS Group on 30 November 2022, having served as Interim Chairman since 8 September 2022. Alan is an experienced Chartered Accountant. After qualifying with Deloitte & Touche, Alan was Commercial Manager of Primecom and then Financial Director of Foresight, both subsidiaries of Primedia, a listed South African media group. Alan joined Robert Walters plc as Group Financial Controller in September 2002 and was appointed to the board of Robert Walters plc as Group Finance Director in March 2007. Alan retired from Robert Walters plc on 1 September 2023. Alan is Chair of the XPS Nomination Committee and a member of the Remuneration Committee. Alan is recognised as having recent and relevant financial experience.

Ben Bramhall

Co-Chief Executive Officer

Ben Bramhall is a qualified actuary with 25 years of experience in the pensions industry and Scheme Actuary to a number of large pension schemes. Ben joined XPS in April 2014, and is primarily responsible for the day-to-day operations of the business. This covers the provision of services to existing clients, revenue generation and the Group's people strategy. Ben joined XPS from KPMG in London where he played a key role in its development from a small team to one of the leading providers of corporate pensions advisory services as well as 18 months leading the pricing and deal team at Lucida, a former bulk annuity provider.

Paul Cuff

Co-Chief Executive Officer

Paul Cuff is a qualified actuary with 25 years of experience in the pensions industry. Paul was a partner at KPMG for eight years, and joined XPS in October 2016. Immediately prior to joining XPS, Paul was head of the KPMG London pensions team, where he was instrumental in growing the London pensions business. Paul is primarily responsible for raising the profile of XPS in the market, generating new business and the Group strategy with regard to M&A opportunities and technology investment.

Sarah Ing

Independent Non-Executive Director

Sarah Ing is a Chartered Accountant with over 30 years of experience in financial services including audit, corporate finance, investment banking and asset management. During her executive career, she was a top-rated equity research analyst covering the UK general financial services sector and also founded and ran a hedge fund investment management business. Sarah is Non-Executive Director at CMC Markets plc, where she chairs the Group Remuneration Committee, Non-Executive Director of Marex Group, where she chairs the Audit & Compliance Committee and Non-Executive Director of City of London Investment Group plc. Until December 2023, Sarah was Non-Executive Director of Gresham House plc. Sarah is Chair of the XPS Audit & Risk Committee. Sarah is also a member of the Remuneration, Sustainability and Nomination Committees. Sarah is recognised as having recent and relevant financial experience.

Imogen Joss

Independent Non-Executive Director

Imogen is an experienced Chair and Non-Executive Director and spent her executive career working for a range of technology and information services companies. Imogen has been Chair at Grant Thornton UK LLP for the last two years, where she was previously Non-Executive Director for four years. Imogen is Senior Independent Director at Fintel plc, where she chairs the Remuneration Committee. Imogen is also Non-Executive Director at Envetec Sustainable Technologies, SThree plc and IPSX where she chairs the Remuneration Committee. Imogen was previously Non-Executive Director of Euromoney Institutional Investor plc until earlier in the year and Senior Independent Director of Gresham Technologies plc until 2020. Imogen is a member of the XPS Remuneration, Sustainability and Audit & Risk Committees.

Aisling Kennedy

Independent Non-Executive Director

Aisling Kennedy is an experienced Irish qualified actuary, with a wealth of experience across consulting, insurance companies and professional bodies. Until 2020, Aisling was Head of Life & Health Pricing UK at Swiss Re. Aisling is a Non-Executive Director at State Street Fund Services (Ireland) where she chairs the Audit Committee, Athora Ireland plc where she chairs the Risk Committee, Everest Insurance Ireland DAC where she chairs the Audit Committee, White Horse Insurance Ireland and the Irish Auditing and Accounting Supervisory Authority. Aisling is also Chair of ECCU Assurance Company and Irish charity MABS Support CLG. Aisling is Chair of the XPS Sustainability Committee. Aisling is also a member of the XPS Audit & Risk, Remuneration and Nomination Committees.

Snehal Shah

Chief Financial Officer

Snehal Shah is a Chartered Accountant with over 25 years of experience in finance, investor relations, M&A execution and post-deal integration. Snehal spent ten years in the early part of his career with PwC, specialising in complex audits of US and UK-listed technology businesses. He joined Ladbrokes plc in 2009 where he held a number of senior finance roles including Group Financial Controller, Head of Investor Relations and Finance Director for Integration following the £2 billion merger with Coral Group in 2016. Since leaving Ladbrokes Coral plc in 2017, Snehal held senior interim finance roles at Parkdean Resorts Ltd and Countrywide plc until he joined XPS in 2019. Snehal is a member of the XPS Sustainability Committee.

Margaret Snowdon OBE

Senior Independent Non-Executive Director

Margaret Snowdon OBE is a pensions professional with over 40 years of experience within the pensions industry. Margaret was previously a Non-Executive Director of The Pensions Regulator. Margaret is a Non-Executive Member of Phoenix Group With Profits Committee and an Advisory Board member of Moneyhub Financial Technology Limited. Among her many voluntary roles within the pensions industry, Margaret is Chair of the Pension Scams Industry Group and was Chair of the Pensions Administration Standards Association until the end of 2018 when she became its first honorary president. Margaret was appointed an OBE in 2010 and has received many awards for her contribution to pensions. Margaret is Chair of the XPS Remuneration Committee, and a member of the Audit & Risk, Nomination and Sustainability Committees.

Martin Sutherland

Independent Non-Executive Director

Martin is an experienced former listed company Chief Executive Officer with over 20 years of international experience at senior management and director level. He has a track record delivering growth in services and consulting businesses through product innovation, market diversification and geographic expansion. Martin is Chair at Logiq Consulting Ltd and Non-Executive Director at Forterra plc and Alliance Pharmaceuticals Ltd, where he also chairs the Remuneration Committee. Martin was previously Chief Executive Officer at Reliance Cyber Ltd between 2020 and 2023, De La Rue plc between 2014 and 2019 and Managing Director of Detica Ltd between 2008 and 2014. Martin is a member of the XPS Remuneration and Audit & Risk Committees.

Summary of the principal terms of the XPS Pensions Group Deferred Share Bonus Plan (DSBP)

Operation

The Remuneration Committee of the Board of Directors of the Company (the "Committee") will supervise the operation of the DSBP.

Eligibility

Any current or former employee (including an Executive Director) of the Company and any of its subsidiaries will be eligible to participate in the DSBP, at the discretion of the Committee. However, the Committee will make awards under the DSBP only to individuals who may be entitled to receive an annual bonus payment for the preceding financial year of the Company.

Grant of awards

Awards made under the DSBP will be in the form of a deferred right to receive ordinary shares in the Company ("Shares").

The Committee may grant an award in one of two forms:

• (A) nil or nominal cost options, where a participant can decide when to exercise his/her award over Shares during a limited period of time after it has vested; or
• (B) a conditional award, where a participant will receive Shares on the vesting of his/her award.

The Committee may normally grant awards within the period of six weeks following: (i) the date of adoption of the DSBP; (ii) the Company's announcement of its results for any period; (iii) a general meeting of the Company; or the lifting of restrictions on dealing in Shares that prevented grant of awards under (i), (ii) or (iii). The Committee may also grant awards when there are exceptional circumstances which it considers justifies the granting of awards.

No awards will be granted after the tenth anniversary of the date of adoption of the DSBP.

No payment will be required for the grant of an award. Awards are not transferable (other than to the participant's personal representatives in the event of death). Awards are not pensionable.

Individual limit

The maximum number of Shares that may be awarded to a participant in any financial year will be limited to a proportion of the individual's total annual bonus outcome for the preceding financial year. The proportion of bonus outcome that is deferred into a DSBP award will be determined by the Committee from time to time.

Overall DSBP limits

The DSBP may operate over new issue Shares, treasury Shares or Shares purchased in the market.

In any ten-year period, the Company may not issue (or have the possibility to issue) more than 10% of the issued ordinary share capital of the Company in respect of awards made in that period under the DSBP and any other employee share plan adopted by the Company.

Treasury Shares will count as new issue Shares for the purposes of these limits but they will also cease to count towards these limits if institutional investor bodies decide that they need not count.

These limits do not include any rights to Shares which have been released or lapsed.

Vesting of awards

Awards will normally vest at the end of a two-year deferral period and provided the participant is still an employee in the Company's group (as explained further below).

The Committee may allow awards to be settled in cash (in whole or in part) where it is appropriate to do so.

Leaving employment

If a participant leaves employment with the Company's Group as result of summary dismissal or on grounds of gross misconduct or gross negligence, his/her award will lapse.

If a participant leaves employment with the Company's Group for any other reason, he will normally retain his/ her award which will vest on the normal vesting date with no acceleration of vesting. However, in exceptional cases, the Committee may, at its discretion, permit or require awards to vest at the time of cessation of employment.

On the death of a participant, an award shall vest immediately and an award in the form of an option will be exercisable for a period of 12 months from his/her death.

As is normal for deferred bonus plans, DSBP awards held by a leaver are not subject to pro-rata reductions (the rationale being that the awards have already been subject to performance vesting requirements in the annual bonus year, and the DSBP is accordingly a mechanism for the deferral of part of the achieved annual bonus outcomes).

Corporate events

In the event of a takeover, scheme of arrangement, or winding up of the Company (not being an internal corporate reorganisation), all awards will normally vest early at the time of the event. Awards may also vest on the same basis if a demerger, special dividend or other similar event is proposed which, in the opinion of the Committee, would affect the market price of the Shares to a material extent.

In the event of an internal corporate reorganisation, awards may be replaced by equivalent new awards over shares in a new holding company.

.Participants' rights

DSBP awards will not confer any shareholder rights on participants until the awards have vested and the participants have received their Shares.

The number of Shares comprised in a DSBP award will be increased in respect of an amount equivalent to the dividends that would have been paid on the Shares vesting under the award between the date of grant and the date the award vests (which may assume reinvestment in Shares on the relevant ex-dividend dates).

The Committee may determine that any additional Shares in respect of dividends that would have been paid on the Shares vesting under the awards can instead be paid in cash.

Rights attaching to Shares

Any Shares allotted when an award vests (or for an award structured as an option, when it is exercised) will rank equally with all other Shares then in issue (except for rights arising by reference to a record date prior to their allotment).

Variation of capital

In the event of any variation of the Company's share capital, or in the event of a demerger, special dividend or other event having a material impact on the value of the Shares, the Committee may make such adjustments as it considers appropriate to the definition of Shares, number of Shares subject to a DSBP award, or the option price (if any).

Malus and clawback

The Committee retains a power to recoup the value of unvested and previously vested awards from an individual either before vesting or within a period of two years from the date that an award vests, if it considers it appropriate to do so. The Committee may choose to exercise this power in the following circumstances:

• a material misstatement of financial results of the Company or any other Group company;
• the assessment of calculation of the extent to which any performance condition, relating to an annual bonus to which a DSBP award relates, was based on an error, or on inaccurate or misleading information or assumptions;
• a participant ceases to be a Group employee as a result of misconduct which justified summary dismissal;
• the Company becomes insolvent; or
• significant impact on the reputation of a Group company.

The Committee may require the satisfaction of the clawback in a number of ways, including by way of a reduction in the vesting, or size of, any other award or bonus (including future awards or bonus) and/or a requirement to make a cash payment.

Alterations to the DSBP

The Committee may, at any time, alter the provisions of the DSBP in any respect, provided that the prior approval of shareholders must be obtained for any alterations that are to the advantage of participants in respect of the rules governing eligibility, limits on participation, the overall limits on the issue of Shares or the transfer of Shares held in treasury, the basis for determining a participant's entitlement to, and the terms of, the Shares or cash to be provided under the DSBP and the adjustment of awards.

The requirement to obtain the prior approval of shareholders will not, however, apply to any minor alteration made to benefit the administration of the DSBP, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or for any company in the Company's group.

If the proposed alterations are to the material disadvantage of participants the Committee must invite participants to indicate if they approve the alterations and if so the alterations must be approved by a majority of the participants that respond.