Admiral : Letters appointment non executive directors march 2023

Ty Admiral

David Street

Cardiff CF10 2AA

Tel: [phone]

www.admiralgroup.co.uk

Annette Court

8 February 2021

Dear Annette,

ADMIRAL GROUP PLC (THE "COMPANY")

REVISED TERMS OF APPOINTMENT AS NON-EXECUTIVE CHAIR

I am writing to set out the terms of your appointment as Non-Executive Chair of the Company. It is agreed that this is a contract for services and is not a contract of employment.

This letter also includes the following appointments:

• Chair of the Nomination and Governance Committee

Appointment

Your original appointment as a Non-Executive Director commenced on 23 March 2012 and as Non-Executive Chair on 26 April 2017.

Subject to the provisions below, your appointment is for a fixed term of 3 years from 26 April 2020. Your appointment may, however, be terminated earlier by and at the discretion of either party upon three month's written notice. Continuation of your contract of appointment is contingent on: (a) satisfactory performance; (b) re-election by the Company's shareholders at forthcoming AGM's; (c) the Company assessing you to be a fit and proper person to perform the role of Chair and competent to fulfil your duties hereunder; (d) on your continued approval to perform a Controlled Function/Senior Manager Function (SMF) in accordance with the current requirements of that role set out by the Financial Conduct Authority ("FCA") and/or the Prudential Regulation Authority ("PRA") and (e) with effect from December 2019 (if applicable), compliance with your responsibilities under the Senior Managers & Certification Regime (SM&CR.).

The Board has resolved to apply Provision 18 of the FRC's UK Corporate Governance Code 2018, whereby all Directors will be subject to annual election at the Company's 2019 AGM and expects to do so in subsequent years. If the shareholders do not re-elect you as a Director and Chair, or you are retired from office under the Company's Articles of Association, your appointment shall terminate automatically, with immediate effect and without compensation.

Notwithstanding the paragraphs set out above, we may terminate your appointment with immediate effect if you:

1. commit any serious or repeated breach or non-observance of any of the terms, conditions or stipulations contained in this letter; or
2. commit any serious or repeated breach or non-observance of your obligations to the Company (which include an obligation not to breach your duties to the Company, whether statutory, fiduciary or common- law) or the rules of any applicable regulatory authority, including the FCA and PRA; or
3. are guilty of any fraud or dishonesty or act in a manner which, in the opinion of the Board acting reasonably, brings or is likely to bring you or the Company into disrepute or is materially adverse to the interests of the Company; or

Admiral Group Reg. No. 3939958. Registered office: Ty Admiral, David Street, Cardiff, CF10 2EH

1. are convicted of any arrestable criminal offence other than an offence under road traffic legislation in the UK or elsewhere for which a fine or non-custodial penalty is imposed; or
2. are declared bankrupt or have made an arrangement with or for the benefit of your creditors or have an interim order against you pursuant to Section 252 of the Insolvency Act 1986; or
3. are disqualified from acting as a Director.

On termination of your appointment, you shall at the request of the Board resign from your office as a Director of the Company.

Time commitment

Time commitment is anticipated to average approximately 6 days (of 8 hour equivalent) per month but may exceed this, dependent on issues which may arise. This will include attendance at Board meetings (approximately 7 two day meetings per year), the AGM, and at least one two day Board Strategy session each year. You will be expected to devote such time as is necessary to perform the role and duties set out below including appropriate preparation time ahead of each meeting and to commit time informally within the business meeting managers and staff and gaining a better understanding of the Company's UK and overseas operations.

The time commitment for Chair of the Nomination and Governance Committee is expected to be approximately five full days. There are four to five meetings per year, which typically take place before scheduled Board meetings, and up to three other meetings held by conference call.

One would expect that at least four of the Board meetings, one of the Nomination and Governance Committee meetings would take place in Cardiff.

The nature of the role makes it impossible to be specific about the maximum time commitment, and there is always the possibility of additional preparation time and ad hoc matters which may arise from time to time, particularly when the Company is undergoing a period of increased activity. At certain times it may be necessary to convene additional Board, Committee or shareholder meetings.

By accepting this appointment, you have confirmed that you are able to allocate sufficient time to meet the expectations of your role and you further warrant that you have declared to the Board details of all other significant business and other interests and a broad indication of the time you devote to such commitments. You must advise the Board of any subsequent changes to these commitments. The agreement of the Board should be sought before accepting additional commitments that might impact on the time you are able to devote to your role as a Non- Executive Chair of the Company.

Role and Duties

You will be expected to perform your duties, whether contractual, statutory, fiduciary or common-law, faithfully, efficiently and diligently to a standard commensurate with both the functions of your role and your knowledge, skills and experience.

You will exercise your powers in your role as Non-Executive Chair having regard to relevant obligations under prevailing law and regulation, including the Companies Act 2006, the UK Corporate Governance Code and associated guidance, and the UK Listing Authority's Listing, Prospectus, and Disclosure and Transparency Rules. You are expected to familiarise yourself with the duties set out in sections 171 to 177 of the Companies Act 2006 and at all times to conduct yourself in accordance with those duties and any other duties arising at law.

During the term of your appointment, you are also expected to make yourself familiar with and comply with all the Conduct Standards specified by the PRA in the Insurance Conduct Standards Rulebook from time to time and the Senior Manager Conduct Rules and Individual Conduct Rules issued from time to time by the FCA.

During your appointment, you will discharge your responsibilities under the Statement of Responsibilities allocated to you by the Company and, in your capacity as a senior manager, maintain appropriate records in respect thereof.

The Non-Executive Chair has the same general legal responsibilities to the Company as any other Director. The Board as a whole is collectively responsible for the long-term, sustainable success of the Company, generating value for shareholders and contributing to wider society. The Board:

Admiral Group Reg. No. 3939958. Registered office: Ty Admiral, David Street, Cardiff, CF10 2EH

• Provides entrepreneurial leadership of the Company within a framework of prudent and effective controls which enable risk to be assessed and managed;
• Establishes the Company's purpose, values and strategy, and satisfies itself that these and its culture are aligned, and ensures that the necessary resources are in place for the Company to meet its objectives; and
• Ensures effective engagement with, and encourages participation from, shareholders and stakeholders, and ensures that workforce policies and practices are consistent with the Company's values and support its long-term, sustainable success.

All Directors must act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole. In doing so, as a Director, you must have regard (among other matters) to:

• the likely consequences of any decision in the long term;
• the interests of the Company's employees;
• the need to foster the Company's business relationships with suppliers, customers and others;
• the impact of the Company's operations on the community and the environment;
• the desirability of the Company maintaining a reputation for high standards of business conduct; and
• the need to act fairly as between the members of the Company.

In addition to these requirements of all Directors, in your role as Non-Executive Chair you shall also be required to:

• Set the Board's agenda and ensure that adequate time is available for discussion of all agenda items, in particular strategy, performance, value creation, culture, stakeholders and accountability;
• Provide leadership of the Board, ensuring its effectiveness and accountability on all aspects of its role;
• Ensure that the Directors receive accurate, timely and clear information;
• Ensure effective communication with leading shareholders on matters of corporate governance;
• Set clear expectations concerning the Company's culture, values and behaviours and the style and tone of Board discussions;
• Ensure that the Board determines the nature and extent of the significant risks that the Company is willing to embrace in implementing its strategy;
• Ensure that the Board listens to the views of shareholders, the workforce, customers and other key stakeholders;
• Ensure that Board Committees are properly structured with appropriate terms of reference;
• Ensure that Committee memberships are periodically refreshed, and that independent Non-Executive Directors are not overburdened when determining Committee memberships and chairs;
• Demonstrate ethical leadership and promote the highest standards of integrity, probity and corporate governance throughout the Company and particularly at Board level;
• Promote a culture of openness and debate by facilitating the effective contribution of Non-Executive Directors and ensuring constructive relations between Executive and Non-Executive Directors based on trust, mutual respect and open communication;
• Provide strategic guidance and specialist advice to management and individuals Directors;
• Review and agree with each Director annually their training and development needs;
• Consider having regular externally facilitated Board evaluations;
• Act on the results of Board performance evaluation by recognising the strengths and addressing the weaknesses of the Board and, where appropriate, propose new members be appointed to the Board or seeking the resignation of Directors;
• Constructively challenge and help develop proposals on strategy;
• Maintain a productive working relationship with the Chief Executive;
• Scrutinise the performance of management and individual Directors in meeting agreed goals and objectives and monitor the reporting of performance;
• Have a leading role in appointing, and where necessary removing, Executive Directors and in succession planning;
• Devote time to developing and refreshing your knowledge and skills;
• Uphold high standards of integrity and probity, and support the other Directors in instilling the appropriate culture, values and behaviours in the boardroom and beyond;
• At all times comply with and exercise relevant powers under the Articles and constitution of the Company;
• Abide by your statutory, fiduciary or common-law duties as a Director of the Company;
• Diligently perform your duties and use your best endeavours to promote, protect, develop and extend the business of the Company;

Admiral Group Reg. No. 3939958. Registered office: Ty Admiral, David Street, Cardiff, CF10 2EH

• Immediately report your own wrongdoing or the wrongdoing or proposed wrongdoing of any employee or other Director of the Company of which you become aware to the Senior Independent Director;
• Comply with all applicable rules of law, stock exchange regulations, the terms of the Company's Share Dealing Code for dealings by directors and persons discharging managerial responsibilities of listed companies (a copy of which is available from the Company Secretary) and any code of practice issued by and/or in relation to the Company from time to time relating to dealing in the Company's securities or any of its subsidiary undertakings, or any unpublished price sensitive information affecting the securities of another company;
• Comply with the Company's policies and procedures; and
• Comply with the terms of the Disclosure Rules and Transparency Rules with regard to disclosure of transactions in the Company's shares;
• Disclose any direct or indirect interest which you may have in any matter being considered at a Board or Committee meeting, save as permitted under the Company's Articles of Association, you will not vote on any resolution of the Board, or of one of its Committees, on any matter where you have direct or indirect interest;
• Have a good understanding of the Company's business and its relationships with significant stakeholders; and
• Be aware of and respond to your own development needs.

Unless specifically authorised to do so by the Board, you will not enter into any legal or other commitment or contract on behalf of the Company.

Fees

With effect from 1 January 2021, your fee with respect to your duties as Non-Executive Chair will be £336,004 gross per annum (inclusive of Committee Chair fees); £235,203 of the fee will be payable monthly in arrears (the Monthly Fee); and the balance of £100,801 will be paid in two equal instalments on or around the date on which the Company's Full Year and Half Year results are published (the Share Fee). Pursuant to the agreement to purchase shares you have entered into with the Company on or about the date of this letter (as amended or substituted from time to time) you agree to apply the Share Fee, net of any applicable statutory deductions, to purchase shares in the Company on the terms set out in that agreement.

All fees will be subject to applicable statutory deductions. All fees will be reviewed annually with effect from 1 January in each year. The Company will reimburse you for expenses incurred in performing the duties of your office in accordance with the Company's standard policy for expense reimbursement. Where expenses are claimed for costs which are deemed to be 'ordinary' commuting costs, these will be subject to taxation in line with HMRC's guidelines and will be grossed up by the Company and filed retrospectively with HMRC following the Tax Year they were incurred.

Any fee or compensation payable to you by the Company under the terms of this letter or otherwise, are subject to limitation or modification (including as to their quantum and structure) to the extent reasonably deemed necessary by the Remuneration Committee of the Company including in order to remain consistent with the Company's shareholder approved remuneration policy (as amended from time to time) or to comply with any applicable laws and regulations (including any regulations, statement or guidance published by the PRA, FCA or any other relevant regulatory authority) from time to time.

On termination of the appointment, you shall only be entitled to such fees as may have been accrued to the date of termination, together with reimbursement in the normal course of any expenses properly incurred prior to that date.

Outside interests

It is accepted and acknowledged that you have business interests other than those of the Company and have declared any conflicts that are apparent at present. You must inform the Chief Executive and Company Secretary in advance of any changes to your declared conflicts and business interests. During your appointment as Non- Executive Chair, you must not put yourself in a position where your duties to any other person, firm or company conflict with your duties to the Company or any of its subsidiary undertakings. In particular, you must not accept an appointment without the Board's agreement (whether as director, agent, employee or consultant) with any company or firm engaged in a business competing with or similar to that of the Company or any of its subsidiary undertakings or which might impact on the time that you are able to devote to your role at the Company.

Admiral Group Reg. No. 3939958. Registered office: Ty Admiral, David Street, Cardiff, CF10 2EH

If you become aware of any further potential or actual conflicts of interest arising out of your position as Non- Executive Chair, together with any information or knowledge acquired or gained by you in any manner whatsoever while you continue in that office which may be of value or which may be to the detriment of the Company or any of its subsidiary undertakings, these should be disclosed to the Chief Executive and Company Secretary as soon as you become aware of them and you may have to seek the agreement of the Board,

During your appointment, and for the period of six months after you cease to be a Director of the Company, you must not take up any office or employment with any firm or company where:

• the firm or group's principal activity is or is proposed to be UK motor insurance, orUK motor insurance represents more than 10% or £40m of the revenue of the activities for which you have direct or indirect responsibility, or
• have a shareholding interest exceeding 2% of the equity in any firm or company where UK motor insurance represents more than 10% or £40m of the firm or company's revenue (on a consolidated basis as applicable), or
• the position would require you to reveal or make use of any confidential or commercially sensitive information of the Company or, in the Board's opinion, would pose a material risk of that happening

unlessyou have given the Board prior written notice of your proposed office and this has been approved by the Board.

Confidentiality

You acknowledge that all information acquired during your appointment is confidential to the Company and should not be released communicated, nor disclosed, either during your appointment or following termination (by whatever means), to third parties without prior clearance from the Company Secretary unless legally required to do so. This restriction shall cease to apply to any confidential information which may (other than by reason of your breach) become available to the public generally,

You acknowledge the need to hold and retain company information (in whatever format you may receive it, including via the Diligent application) under appropriately secure conditions.

During your period of appointment in relation to dealing in the Company's listed securities you are required to comply with the requirements of the Market Abuse Regime, the Company's Share Dealing Code and any such other code as the Company may adopt from time to time which sets out the terms for dealings by Directors in the Company's listed securities. A copy of the Company's current Share Dealing Code adopted by the Company will be provided to you separately.

During the continuance of your appointment you will use your best endeavours to prevent the unauthorised publication or misuse of any confidential information provided that such restrictions shall cease to apply to any confidential information which has entered the public domain other than through your default. You must also comply with all legislative and regulatory requirements in relation to the disclosure of price-sensitive information other than in the proper performance of your duties or as required by a Court of competent jurisdiction. Consequently, you should avoid making any statements that might risk a breach of these requirements without prior clearance from the Senior Independent Director or Chief Executive or Company Secretary.

Upon termination of your appointment all confidential documentation relating to the Company should be returned to the Company Secretary. In addition, you shall return on termination of your appointment with the Company all documents, records, papers or other Company property which may be in your possession or under your control, and which relate in any way to the business affairs of the Company, and you shall not retain any copies thereof.

You hereby waive all rights arising by virtue of Chapter IV of Part I of the Copyright Designs and Patents Act 1988 in respect of all copyright works created by you in the course of performing your duties hereunder.

Induction

The Company will provide ongoing induction through presentations from Managers, visits to the Company's sites and updates from the Company Secretary.

Admiral Group Reg. No. 3939958. Registered office: Ty Admiral, David Street, Cardiff, CF10 2EH