THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from your stockbroker, solicitor, accountant or other independent adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if you are in a territory outside the United Kingdom, an appropriately authorised financial adviser.

If you have sold or otherwise transferred all your shares in ADMIRAL GROUP PLC (the Company), please forward this document, together with the accompanying documents, to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

ADMIRAL GROUP PLC

(Registered in England and Wales No. 03849958)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF THE 2023 ANNUAL GENERAL MEETING AND A LETTER FROM YOUR CHAIR, INCLUDING AN EXPLANATION OF THE BUSINESS TO BE CONDUCTED AT THAT MEETING, WHICH IS TO BE HELD ON THURSDAY, 27 APRIL 2023 AT 2PM AT THE COMPANY'S REGISTERED OFFICE OF TŶ ADMIRAL, DAVID STREET, CARDIFF, CF10 2EH, IS SET OUT ON PAGES 2 TO 25 OF THIS DOCUMENT.

Whether or not you propose to attend the Annual General Meeting, please complete and submit a proxy appointment in accordance with the notes to the Notice of Annual General Meeting set out on page 14 of this document. To be valid, proxy appointments must be received in accordance with the notes by no later than 2pm on Tuesday, 25 April 2023.

ADMIRAL GROUP PLC

(Incorporated in England and Wales with registered number 03849958)

Directors:

Registered office:

Annette Court (Chair)

Tŷ Admiral

Milena Mondini-De-Focatiis

David Street

Geraint Jones

Cardiff

Justine Roberts

CF10 2EH

Andrew Crossley

Michael Brierley

Karen Green

Jayaprakasa Rangaswami

Evelyn Bourke

Bill Roberts

24 March 2023

Dear Shareholder

Notice of Annual General Meeting of ADMIRAL GROUP PLC (the Company)

I am writing to inform you that the Annual General Meeting (the AGM) of the Company will be held at the Company's registered office of Tŷ Admiral, David Street, Cardiff, CF10 2EH on Thursday, 27 April 2023 at 2pm. The formal notice of the AGM and resolutions to be proposed are set out on pages 9 to 13 of this document. The Board recognises that the AGM provides an important opportunity for shareholders to express their views directly to the Board and I hope you will take the opportunity to do so.

This will be my last AGM as Chair. Having served on the Board for eleven years, I will be stepping down as Chair and from the Board at the conclusion of the AGM. It has been an absolute privilege to serve as Chair of such an amazing business. As announced on 31 January 2023, Mike Rogers has been appointed as a Non- Executive Director and Chair, subject to regulatory approval and Mike being approved at the AGM. Mike is an excellent choice for the future Chair and takes on this role at a very exciting time for the Company as it continues to deliver on its diversification strategy. I wish Mike and the wider Admiral team every success.

Mike has over 30 years of international financial services experience and was Group Chief Executive Officer of insurer LV= from 2006 until 2016 and oversaw its transformation into a significant player in the general insurance and life and pensions markets. Prior to that, Mike worked at Barclays Bank for 20 years and held a number of senior roles including Managing Director of UK Retail Banking and Managing Director of Small Business Banking.

Mike is currently Chair of Experian plc, the global information services company, and Aegon UK, a pensions, investments and insurance provider. He is also an Independent Non-Executive Director at NatWest Group plc, Chair of its Group Sustainable Banking Committee and member of its Group Performance and Remuneration Committee. Mike was previously a non-executive director of the Association of British Insurers. NatWest Group plc has announced that Mike will be stepping down as an Independent Non-Executive Director on Tuesday, 25 April 2023. Further, Aegon UK has confirmed that Mike will be stepping down as Chair and Non-Executive Director of its Board at the end of September 2023. Mike will continue as Chair of Experian alongside his role as Chair of the Company.

As at the date of printing of this notice, Mike's appointment remains subject to regulatory approval. In the event that Mike's appointment remains subject to regulatory approval at the date of the AGM, alternative arrangements will be made in the interim.

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On 20 January 2023, the Company announced that Jean Park had retired from the Board, including her roles as Senior Independent Director (SID), member of the Group Risk, Nomination and Governance, and Remuneration Committees. I would like to take this opportunity to again thank Jean for her invaluable contribution to the Company and the committees that she served on. We wish her all the best in the future.

For those not attending the AGM in person, we once again intend to live stream the AGM using audio only facilities and to enable questions relating to the proposed AGM resolutions to be submitted during the meeting. Shareholders are invited to dial in to the AGM to listen to the proceedings and ask questions. In order to participate in the AGM, shareholders will need to register by no later than Friday, 21 April 2023 via a link that will be published on the Company's website (www.admiralgroup.co.uk/investor-relations/agm) closer to the date of the AGM. Shareholders will not be able to vote on the resolutions being proposed via these facilities and therefore it is important that shareholders do still cast their votes and submit a proxy appointment in accordance with the recommendations below and instructions set out on page 14 of this document. During the meeting, shareholders participating through the live stream may submit questions via the audio only facility. Questions received via the audio only facility will be moderated to avoid repetition and ensure the smooth running of the meeting before being sent to the Chair of the meeting and will be answered during the meeting. If multiple questions on the same topic are received the Chair of the meeting may choose to provide a single answer to address questions on the same topic. Instructions on how shareholders can access the audio only facility are set out on page 17 of this document.

This will be the second year that we have live streamed the AGM whilst also enabling questions to be submitted during the meeting through the audio facility. We are committed to putting in place arrangements that enable shareholders to follow proceedings at the AGM and ask questions, even if they are not able to attend in person on the day.

We recommend that shareholders monitor the Company's website and announcements for any updates to the arrangements for the AGM.

To further support engagement with our shareholders, shareholders may submit questions to the Board in advance of the AGM. Pre-submitted questions can be sent by email to Marisja Kocznur (Head of Investor Relations) (marisja.kocznur@admiralgroup.co.uk) by no later than 2pm on Friday, 21 April 2023 and written responses will be provided.

Please note, if you are unable to attend the AGM on the day, you are encouraged to vote on each of the resolutions set out in the Notice in advance of the AGM by appointing a proxy. We encourage shareholders to consider appointing "the Chair of the meeting" as their proxy even if they intend to attend the AGM in person to ensure that their vote is counted if they are unable to attend and vote on the day of the AGM. Appointing a proxy will not prevent you from attending the AGM and voting on the day and will ensure that your vote is counted if you plan to attend, but are unable to do so. You can appoint a proxy by:

  • logging ontowww.admiral-shareholder.co.ukand submitting your proxy appointment and votes online by following the instructions. If you have not previously done so, you will need to register. To do this, you will need your investor code detailed on your share certificate; or
  • via the LinkVote+ app. Link Group, the company's registrar, has launched a shareholder app: LinkVote+. It's free to download and use and gives shareholders the ability to access their shareholding record at any time and allows users to submit a proxy appointment quickly and easily online; or
  • submitting a proxy appointment electronically by using the CREST voting service (if you are a CREST member); or
  • if you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform.

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If you would prefer a paper proxy form, you may request one from the Company's registrar, Link Group. Details of the registrar and further information on how to appoint a proxy to vote on your behalf are set out in the notes to the Notice.

Your proxy vote must be received by no later than 2pm on Tuesday, 25 April 2023 for it to be valid.

The notes on the following pages give an explanation of the proposed resolutions. Resolutions 1 to 17 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 18 to 21 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

ORDINARY BUSINESS

Annual Report and Accounts (Resolution 1)

The Directors present to shareholders at the AGM the Annual Report and Accounts for the year ended 31 December 2022 together with the Strategic Report and the Directors' and Auditors' Reports on the Annual Report and Accounts.

Directors' Remuneration Report (Resolution 2)

Shareholders are asked to approve the Directors' Remuneration Report (other than the Directors' Remuneration Policy) for the year ended 31 December 2022. The Directors' Remuneration Report is set out in full in the Annual Report of the Company at pages 196 to 209. The vote is advisory only, and the Directors' entitlement to remuneration is not conditional on the resolution being passed.

A resolution to approve the Directors' Remuneration Policy was last approved by shareholders at the AGM held on Friday, 30 April 2021, for a period of three years and is not required to be approved at this year's AGM. The Directors' Remuneration Policy will next be put to shareholders for approval at the next AGM in 2024. The current Directors' Remuneration Policy can be found in the Annual Report at pages 187 to 197.

Dividends (Resolution 3)

A final dividend of 52.0 pence per ordinary share is currently recommended by the Directors for payment to shareholders on the register of members at the close of business on 5 May 2023. If approved by shareholders and the Directors' recommendation has not been revoked or deferred in accordance with the Company's Articles of Association, the final dividend will become due and payable on 2 June 2023.

Appointment and Re-Appointment of Directors (Resolutions 4 to 13)

The Articles of Association approved by shareholders at the AGM held on Thursday, 28 April 2022 provide that all directors will retire and offer themselves for re-appointment at each AGM, in accordance with the UK Corporate Governance Code 2018 and the Company's current practice. Therefore, all continuing Directors will be submitting themselves for re-appointment by shareholders at the forthcoming AGM. The Board is satisfied that all are properly qualified for their re-appointment by virtue of their skills and experience and their contribution to the Board and its Committees.

As the Company announced on 31 January 2023, at this year's AGM, Mike Rogers will stand for appointment by the shareholders for the first time. Justine Roberts, as SID, led the Chair succession process on behalf of the Nomination and Governance Committee and made a recommendation for approval by the Board.

Heidrick & Struggles (H&S), an external search firm, was retained to support the search and Chair selection process and together with Admiral created a clear brief for the role requirement and profile which included experience of retail financial services (a background gained in general insurance was viewed as helpful but not essential); senior executive leadership experience, ideally in a listed company; and prior experience as a non-

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executive director, preferably as a Chair, SID or committee chair.

The Company, with support from H&S, conducted a formal, rigorous and transparent process to appoint the new Chair, further details of which are set out on pages 159 to 160 of the Annual Report.

The recommendation of Mike Rogers to be appointed as Chair of the Board was based on Mike's wide business, insurance and financial services knowledge and someone who would make a strong strategic impact on the future of the Company.

As at the date of printing of this notice, Mike's appointment remains subject to regulatory approval. In the event that Mike's appointment remains subject to regulatory approval at the date of the AGM, alternative arrangements will be made in the interim.

A summary of the skills, experience and contribution of each Director proposed for appointment and reappointment , which in the Board's view illustrates why each Director's contribution is, and continues to be, important to the Company's long term sustainable success, can be found on pages 19 to 25 of the notes to the Notice.

Having considered the performance of, and contribution made by, each of the Directors standing for re- appointment, following an evaluation of their performance, the Board remains satisfied that each of the relevant Directors performs effectively and demonstrates full commitment to their individual role, including the appropriate commitment of time to Board and Committee meetings and their other duties. The Board considers each of the Non-Executive Directors proposed for re-appointment is independent in character and judgment and that there are no relationships or circumstances likely to affect (or appear to affect) his or her judgment. Accordingly, the Board unanimously recommends the re-appointment of these Directors.

Auditors (Resolutions 14 and 15)

The Company is required at each general meeting at which accounts are presented to appoint Auditors to hold office until the next such meeting. It is proposed that Deloitte LLP be and are hereby reappointed Auditors of the Company and will hold office from the conclusion of the meeting until the conclusion of the next general meeting at which accounts are laid before shareholders. Accordingly, Resolution 14 seeks shareholder approval for the reappointment of Deloitte LLP as Auditors to the Company.

Resolution 15 seeks shareholder approval for the Audit Committee (for and on behalf of the Directors) to be authorised to determine the remuneration of the Auditors, Deloitte LLP.

SPECIAL BUSINESS

Authority for political donations and expenditure (Resolution 16)

Resolution 16 concerns Part 14 of the Companies Act 2006 (CA 2006) which provides that political donations made by a company to political parties, other political organisations and independent election candidates or political expenditure incurred by a company must be authorised in advance by shareholders.

It is the Company's policy not to make donations to, or incur expenditure on behalf of, political parties, other political organisations or independent election candidates and the Board has no intention of changing this policy. However, as a result of the wide definitions in the CA 2006, normal expenditure (such as expenditure on organisations concerned with matters of public policy, law reform and representation of the business community) and business activities (such as communicating with the Government and political parties at local and national level) might be construed as political expenditure or as a donation to a political party or other political organisation and fall within the restrictions of the CA 2006.

Resolution 16 does not purport to authorise any particular donation or expenditure but is expressed in general terms as required by the CA 2006 and is intended to authorise normal donations and expenditure. If approved, Resolution 16 will allow the Company and its subsidiaries to make donations to political parties, other political

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Admiral Group plc published this content on 24 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 March 2023 14:21:08 UTC.