PensionBee : Notice of AGM 2023

This document is important and requires your immediate attention. If you are in any doubt as to the action you should take, you are recommended to immediately consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if you reside elsewhere, another appropriately authorised financial adviser.

If you have sold or otherwise transferred all of your shares in PensionBee Group plc, please forward this document, together with the accompanying documents (except any personalised form of proxy, if applicable), as soon as possible, either to the purchaser or transferee, or to the person who arranged the sale or transfer, for transmission to the purchaser or transferee.

Chair's Letter to Shareholders and Notice of 2023 Annual General Meeting

PensionBee Group plc 209 Blackfriars Road London SE1 8NL

Dear Shareholder,

13 April 2023

2023 Annual General Meeting

I am pleased to invite you to this year's annual general meeting (the 'AGM' or 'Meeting') of PensionBee Group plc (the 'Company').

The AGM will be held at 2.00 p.m. on Thursday 18 May 2023 at the offices of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ and via the electronic facilities being made available.

Full details of the AGM (including how to participate in the AGM) and the resolutions that will be put to shareholders are set out in the Notice of 2023 AGM (the 'Notice').

AGM Arrangements

We strongly encourage you to attend and to participate in the AGM electronically. To ensure that our AGM is inclusive, engaging and democratic, shareholders will be able attend and participate in the meeting electronically as if they were attending in person.

You can access this by logging on to: https://web.lumiagm.com/181933796. On this website you can submit questions and your voting instructions, during the meeting. A step-by-step guide on how to join the meeting electronically and submit your votes and questions can be found on page 18 of the Notice.

We encourage you to submit any questions you may have for the board of the Company (the 'Board') by 5.00 p.m. on Tuesday 16 May 2023, by emailing [e-mail]. Please include your full name and your Shareholder Reference Number in your email.

The Board will give priority to answering pre-submitted questions at the AGM and responses to these will be published on our website as soon as practicable after the AGM. Please note that where a number of similar questions have been asked, we may group these accordingly.

You are entitled to attend the meeting in person at the offices of Clifford Chance LLP, 10 Upper Bank Street, London, E14 5JJ. The AGM will be broadcast from the venue. Most of our Board members will be joining electronically.

If you would like to attend the Meeting in person, we ask you to please register your intention as soon as possible by emailing us at [e-mail] (including your name and Shareholder Reference Number in the email) to help us plan appropriately.

Any changes to the AGM arrangements will be published on our website www.pensionbee.com/investor-relations/annual-general-meetingand announced through the London Stock Exchange. We would ask that shareholders continue to monitor the website for announcements and/or updates.

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Voting before the Meeting

Your vote is important to us and we strongly encourage you to take an active part in voting either in advance or on the day.

You are encouraged to vote on the resolutions in advance of the AGM by completing a proxy form appointing the Chair of the Meeting as your proxy, even if you intend to attend the AGM in person or electronically.

If you are unable to attend the AGM either electronically or in person, you can exercise your right to vote in advance of the AGM by submitting your proxy appointment either electronically or by post. We strongly encourage you to appoint the Chair of the meeting as your proxy to ensure that your vote will be validly counted.

You can submit your proxy appointments and voting instructions in advance of the AGM as follows:

• Electronically using Sharevote (www.sharevote.co.uk) or Shareview (www.shareview.co.uk);
• By submitting a paper proxy form;
• CREST members may use the CREST electronic proxy appointment service; or
• Institutional investors may also be able to appoint a proxy electronically via the Proxymity platform - please go to www. proxymity.io.

Paper proxy votes should be provided as soon as possible and must be received by the Company's Registrar no later than 2.00 p.m. on Tuesday 16 May 2023 in order to be valid. Paper proxy forms are available from Equiniti on request on [phone] or by wiring to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.

Votes submitted via Sharevote, Shareview or via the CREST, and Proxymity platforms, should be registered by no later than 2.00 p.m. on Tuesday 16 May 2023. After that you will no longer be able to submit your proxy vote in this way. You will be able to vote in one of three ways for each of the resolutions: 'For', 'Against' or 'Withheld'. Please note that 'Withheld' is not a vote in law and will not be counted in the calculation of votes 'For' and 'Against' each resolution.

Voting at the Meeting

Shareholders attending the Meeting at the physical venue or electronically will be able to vote in real time during the Meeting.

If you are planning to attend the Meeting electronically and would like to cast your vote during the Meeting, please refer to page 18 of the Notice for full information on the process.

If you are planning to attend the Meeting in person, you will be provided with a poll card at the venue.

Voting Results

The results of the AGM will be announced through a Regulatory Information Service and will be published on our website

www.pensionbee.com/investor-relations/annual-general-meetingas soon as reasonably practicable following the conclusion of the AGM.

Recommendation

17 resolutions are being proposed at the AGM. The resolutions and the explanatory notes for all of the resolutions can be found on pages 3 to 12 of the Notice.

The Board is of the opinion that all of the resolutions which are to be proposed at the AGM are in the best interests of the Company and its shareholders as a whole and therefore unanimously recommend that you vote in favour of all the proposed resolutions, as they intend to do in respect of their own beneficial holdings.

Yours faithfully,

Mark Wood CBE

Non-Executive Chair

Approved by the Board of Directors and authorised for issue on 5 April 2023.

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Notice of 2023 Annual General Meeting

Notice is hereby given that the 2023 Annual General Meeting (the 'AGM') of PensionBee Group plc (the 'Company') will be held at the offices of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ at 2.00 p.m. on Thursday 18 May 2023 and via the electronic facilities being made available, for the purposes set out below.

Resolutions 1 to 14 will be proposed as ordinary resolutions, which must each receive more than 50% of the votes cast in order to be passed, and Resolutions 15 to 17 will be proposed as special resolutions, which must each receive at least 75% of the votes cast in order to be passed.

Ordinary Resolutions

Report and Accounts

• To receive the Company's financial statements and the reports of the directors and of the auditor for the financial year ended 31 December 2022 (the 'Annual Report and Financial Statements 2022').

Remuneration Report and Policy

• To approve the Directors' Remuneration Report for the year ended 31 December 2022 as set out on pages 128 to 146 (inclusive) of the Annual Report and Financial Statements 2022 (other than the section containing the Directors' Remuneration Policy (the 'Policy') as set out on pages 132 to 139 (inclusive) of the Annual Report and Financial Statements 2022).

• To approve the Policy, the full text of which is set out on pages 132 to 139 (inclusive) of the Annual Report and Financial Statements 2022.

Appointment/Reappointment of Directors

• To reappoint Romi Savova as an Executive Director.

• To reappoint Jonathan Lister Parsons as an Executive Director.
  6 To appoint Christoph J. Martin as an Executive Director.
  7 To reappoint Mark Wood CBE as a Non-Executive Director.
  8 To reappoint Mary Francis CBE as an Independent Non-Executive Director.
  9 To reappoint Michelle Cracknell CBE as an Independent Non-Executive Director.
  10 To reappoint Lara Oyesanya FRSA as an Independent Non-Executive Director.

Appointment and Remuneration of the Auditor

1. To reappoint Deloitte LLP as the Company's auditor to hold office from the conclusion of the AGM until the conclusion of the next general meeting of the Company at which accounts are laid.
2. To authorise the Audit Committee of the Company to determine the auditor's remuneration on behalf of the Board.

Political Donations

13 To authorise the Company, and any company which, at the time during the period for which this resolution has effect, is a subsidiary of the Company, for the purposes of Section 366 of the Companies Act 2006 (the '2006 Act') to:

1. make political donations to political parties or independent election candidates, up to an aggregate total amount of £50,000;
2. make political donations to political organisations other than political parties, up to an aggregate total amount of £50,000; and
3. incur political expenditure, up to an aggregate total amount of £50,000;

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provided that the aggregate amount of any such donations and expenditure shall not exceed £50,000 in total, during the period beginning with the date of the passing of this resolution and ending at the conclusion of the annual general meeting to be held in 2024 or on 18 August 2024, whichever is the earlier, unless previously renewed, varied or revoked by the Company in general meeting, provided that the maximum amounts referred to in (a), (b) and (c) may comprise sums in different currencies which shall be converted at such rate as the Board may in its absolute discretion determine to be appropriate.

For the purpose of this resolution, the terms 'political donations', 'political parties', 'independent election candidates', 'political organisations' and 'political expenditure' have the meanings set out in Sections 363 to 365 of the 2006 Act.

Directors' Authority to Allot Shares

14 To generally and unconditionally authorise the directors of the Company (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 (as defined in Section 540 of the 2006 Act) in the Company or grant rights to subscribe for or to convert any security into shares in the Company:

1. up to an aggregate nominal amount of £74,263; and
2. comprising equity securities (as defined in Section 560(1) of the 2006 Act) up to a further aggregate nominal amount of £74,263 in connection with a pre-emptive offer:
3. 1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings: and
   2. to holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions or make any other arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, provided that such authorities shall apply in substitution for all existing authorities and to expire at the conclusion of the next annual general meeting of the Company to be held in 2024 or on 18 August 2024, whichever is the earlier, unless previously renewed, varied or revoked by the Company in general meeting but, in each case, so that the Company may make offers and enter into agreements before the authority expires 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 expires and the Directors may allot shares or grant such rights under any such offer or agreement as if the authority had not expired. References in this Resolution 14 to the nominal amount of rights to subscribe for or to convert any security into shares (including where such rights are referred to as equity securities as defined in Section 560(1) of the 2006 Act) are to the nominal amount of shares that may be allotted pursuant to the rights.

Special Resolutions

Disapplication of Pre-Emption Rights

15 That, if Resolution 14 is passed, the Directors be generally empowered pursuant to Section 570 of the 2006 Act to allot equity securities (as defined Section 560(1) of the 2006 Act) for cash under the authority given by that resolution and/or pursuant to Section 573 of the 2006 Act to sell ordinary shares held by the Company as treasury shares for cash, in each case as if section 561 of the 2006 Act did not apply to any such allotment or sale, such authority to be limited:

a. to the allotment of equity securities and/or sale of treasury shares for cash in connection with an offer of equity securities (but in the case of an allotment pursuant to the authority granted by paragraph (b) of Resolution 14, by way of a pre-emptive offer only):

1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
2. to holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions or make any other arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter;

b. to the allotment of equity securities pursuant to the authority granted by paragraph (a) of Resolution 14 and/or sale of treasury shares for cash (in each case otherwise than in the circumstances set out in paragraph (a) of this Resolution 15 up to a nominal amount of 10% of the issued ordinary share capital of the Company (excluding treasury shares) as at the latest practicable date before publication of the notice of meeting (calculated, in the case of equity securities which are rights to subscribe for, or to convert securities into, ordinary shares by reference to the aggregate nominal amount of relevant shares which may be allotted

pursuant to such rights; and

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c. to the allotment of equity securities pursuant to the authority granted by paragraph (a) of Resolution 14 and/or sale of treasury shares for cash (in each case otherwise than in the circumstances set out in paragraph (a) or paragraph (b) of this Resolution 15) 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) of this Resolution 15, 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 apply in substitution for all existing powers and to expire at the conclusion of the next annual general meeting of the Company or, if earlier, at the close of business on 18 August 2024 unless previously renewed, varied or revoked by the Company in general meeting 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/or treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the authority had not expired.

16 That, in addition to any authority granted under Resolution 15, and subject to the passing of Resolution 14, the Directors be generally empowered pursuant to Section 570 of the 2006 Act to allot equity securities (as defined in Section 560(1) of the 2006 Act) for cash pursuant to the authority granted by paragraph (a) of Resolution 14 and/or pursuant to Section 573 of the 2006 Act to sell ordinary shares held by the Company as treasury shares for cash, in each case free of the restriction in Section 561 of the 2006 Act, such authority to be:

1. limited to the allotment of equity securities and/or sale of treasury shares for cash up to a nominal amount of 10% of the issued ordinary share capital of the Company as at the latest practicable date before publication of the notice of meeting (calculated, in the case of equity securities which are rights to subscribe for, or to convert securities into, ordinary shares by reference to the aggregate nominal amount of relevant shares which may be allotted pursuant to such rights); and
2. 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 Board determines to be an acquisition or a 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. limited to the allotment of equity securities and/or sale of treasury shares for cash (in each case otherwise than in the circumstances set out in paragraph (a) of this Resolution 16) 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 (a) of this Resolution 16, 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 at the conclusion of the next annual general meeting of the Company or, if earlier, at the close of business on 18 August 2024 unless previously renewed, varied or revoked by the Company in general meeting 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/or treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the authority had not expired.

Notice of General Meetings

17 To authorise the Directors to call a general meeting other than an annual general meeting on no less than 14 clear days' notice.

Recommendation

The Directors are of the opinion that all of the resolutions which are to be proposed at the AGM are in the best interests of the Company and its shareholders as a whole and therefore unanimously recommend that you vote in favour of all the proposed resolutions, as they intend to do in respect of their own beneficial holdings.

By order of the Board

Company Secretary

5 April 2023

Registered Office: PensionBee Group plc 209 Blackfriars Road London SE1 8NL

Registered in England and Wales No. 13172844

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