XPS Pensions : Notice of Annual General Meeting 2023

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 Annual General Meeting

12.00pm, 7 September 2023

Letter from the Chairman 13 July 2023

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 7 September 2023 at 12.00pm.

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 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 AGM on page 10. 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 September 2023.

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

2	XPS Pensions Group Annual General Meeting 2023

Notice of the Annual General Meeting

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 7 September 2023 at 12.00pm to consider and, if thought appropriate, pass the following resolutions, of which Resolutions 1 to 14 will be proposed as ordinary resolutions and Resolutions 15 to 18 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 2023 (the "Annual Report").

Dividend

2. To declare a final dividend of 5.7 pence per ordinary share for the year ended 31 March 2023.

Directors' Remuneration

1. To approve the Directors' Remuneration Report for the year ended 31 March 2023 (excluding the Directors' Remuneration Policy), the full text of which is set out on pages 76 to 99 of the Annual Report.
2. To approve the Directors' Remuneration Policy 2023.

Directors

1. To re-elect Alan Bannatyne as a Director.
2. To re-elect Ben Bramhall as a Director.
3. To re-elect Paul Cuff as a Director.
4. To re-elect Aisling Kennedy as a Director.
5. To re-elect Sarah Ing as a Director.
6. To re-elect Snehal Shah as a Director.
7. To re-elect Margaret Snowdon OBE as a Director.

Auditors

1. To re-appoint 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 Company.
2. To authorise the Audit & Risk Committee of the Company to fix the remuneration of the auditors.

Directors' authority to allot shares

14. To generally and unconditionally authorise the Directors pursuant to and in accordance with Section 551 of the Companies Act 2006 (the '2006 Act') to exercise all the powers of the Company to allot shares or grant rights to subscribe for or to convert any security into shares of the Company:

1. up to an aggregate nominal amount of £34,539.28; and
2. comprising equity securities (as defined in Section 560(1) of the 2006 Act) up to a further aggregate nominal amount of £34,539.28
   in connection with an offer by way of a rights issue,

Annual General Meeting 2023

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 7 December 2024, 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 this authority had not expired.

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

1. ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
2. 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

15. That, if Resolution 14 is passed, the Directors be authorised 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:

1. to allotments for rights issues and other pre- emptive issues (except that in the case of an allotment pursuant to the authority conferred by paragraph (B) of Resolution 14, such offer shall be by way of rights issue only), subject (in the case of other pre-emptive issues) 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; and

XPS Pensions Group Annual General Meeting 2023

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Notice of the Annual General Meeting continued

Special Resolutions: continued

Disapplication of pre-emption rights continued

1. to the allotment of equity securities and/ or sale of treasury shares (otherwise than under paragraph (A) above) up to an aggregate nominal value of £5,186.08 being approximately 5% of the issued ordinary share capital as at 5 July 2023,

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 7 December 2024 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.

16. That, if Resolution 14 is passed, the Directors be authorised in addition to any authority granted under Resolution 15 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 Companies Act 2006 did not apply to any such allotment or sale, such authority to be:

1. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £5,186.08, being approximately
   5% of the issued ordinary share capital as at
   5 July 2023; and
2. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authority to expire (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 7 December 2024 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

17. To unconditionally and generally authorise the Company for the purpose of 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 provided that:

1. the maximum number of ordinary shares which may be purchased is 20,744,314;
2. 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);
3. 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 closing price 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 as derived from the London Stock Exchange Trading System; and
4. this authority shall expire (unless previously revoked, varied or renewed) at the conclusion of the Company's next AGM or, if earlier, 7 December 2024 (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

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

By order of the Board

Zoe Adlam

Company Secretary

13 July 2023

Registered in England and Wales No. 08279139

Registered Office:

Phoenix House, 1 Station Hill,

Reading, Berkshire RG1 1NB

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Explanatory Notes to the Notice of Annual General Meeting	Annual General Meeting 2023

The notes on the following pages give an explanation of the proposed AGM Resolutions.

Resolutions 1 to 14 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 15 to 18 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 2023 Annual Report. 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 5.7 pence per ordinary share be paid. If approved, it is intended that the dividend will be paid to ordinary shareholders on 21 September 2023 that were on the register at the close of business on 25 August 2023.

Resolutions 3 and 4: Annual Remuneration Report and Remuneration Policy Resolution 3 seeks shareholder approval of the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) for the year ended 31 March 2023 as set out on pages 76 to 99 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 106 to 111 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 seeks shareholder approval of the Directors' Remuneration Policy 2023. 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 is contained in the Directors' Remuneration Report and can be found on pages 82 to 86 of the Annual Report. 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 three-year 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 normally comply with the terms of that policy, unless specifically approved by shareholders in a general meeting.

Resolutions 5 to 11: Re-election of Directors It is the intention of the Board that all Directors will submit themselves for annual re-electionby 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 appear on page 11 of this document. The Board believes that each Director standing for 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 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, Aisling Kennedy, Sarah Ing and Margaret Snowdon OBE to be independent in accordance with the UK Corporate Governance Code.

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

Resolution 12: Reappointment of Auditors The auditors of a company must be appointed or re-appointedat each general meeting at which accounts are laid. Resolution twelve 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 13: Remuneration of Auditors

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

XPS Pensions Group Annual General Meeting 2023

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