Annual Report and

Financial Statements

2025

pensionbee.com

Corporate Governance Report

1

Chair’s Introduction to Governance

2

Board of Directors and Executive Management

3

Corporate Governance Statement

4

Nomination Committee Report

5

Audit and Risk Committee Report

6

Directors’ Remuneration Report

7

Directors’ Report

8

Statement of Directors’ Responsibilities

Strategic Report

1

PensionBee at a Glance

2

Chair’s Statement

3

Chief Executive Officer’s Review

4

About Us

5

Market Opportunity

6

Business Model

7

Chief Financial Officer’s Review

8

Measuring our Performance

9

ESG Considerations

10

Climate-related Disclosures

11

Managing our Risks

12

Viability Statement

Contents

1

4

6

8

26

28

30

38

40

50

56

64

66

68

72

81

85

93

110

115

Other Information

1

Glossary of Terms

2

Directors, Company Secretary

and Shareholder

Financial Statements

1

Independent Auditor’s Report to the

Members of PensionBee Group plc

2

Consolidated Statement of Comprehensive Income

3

Consolidated Statement of Financial Position

4

Consolidated Statement of Change in Equity

5

Consolidated Statement of Cash Flows

6

Notes to the Consolidated Financial Statements

7

Company Financial Statements

8

Notes to the Company Financial Statements

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125

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151

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162

Strategic

Report

PensionBee Group plc

Strategic Report

1

PensionBee at a Glance

PensionBee is creating a global leader in the consumer retirement market. We are dedicated

to simplifying the retirement journey and empowering consumers to take control of their

financial future.

PensionBee 2025 Highlights

£7.4bn

2025 Assets under Administration

+27% on 2024

£42.6m

2025 Revenue

+28% on 2024

£(2.8)m

2025 PBT

+11% on 2024

£0.9m

2025 Adjusted EBITDA

+104% on 2024

2%

2025 Adjusted EBITDA Margin

+1ppt on 2024*

305k

2025 Invested Customers

+15% on 2024

>95%

2025 Invested Customer

Retention Rate

stable

(1.20)p

2025 EPS

+ 13% on 2024

*A ppt is a percentage point. A percentage point is the unit for the arithmetic difference of two percentages.

PensionBee is a leading online retirement savings provider, with a customer proposition that offers a

modern alternative to solve the problems of complexity, a lack of clarity and barriers to engagement

that retirement savers often face. Our mission is to build retirement confidence, so that everyone

can enjoy a happy retirement.

We cater for the mass market of consumers that has been underserved, often ignored by the

traditional retirement industry. Having successfully operated in the United Kingdom (‘UK’) for over

a decade and having recently launched in the United States (‘US’), our operations now span markets

representing more than 85% of global Defined Contribution retirement assets, with a total reach of

305,000 Invested Customers at year-end 2025.

We simplify retirement saving by bringing the entire pension journey into one clear, intuitive

digital platform. Customers can consolidate existing retirement accounts, invest in a curated range

of diversified portfolios, make flexible contributions, view transparent fees and projections, and

withdraw their savings seamlessly at retirement. Every customer gets their own dedicated ‘BeeKeeper’,

a personal account manager who can guide them through the process. Our customers rate our service

highly, as evidenced by our combined 4.7 app store rating and 4.6★ Excellent Trustpilot score.

Our business is built on three foundational integrated strategic pillars that continue to define

PensionBee: our powerful consumer brand that builds trust to capture the mass market and create

lifelong customer relationships; our proprietary, scalable technology that distinguishes our customer

experience; and our culture that prioritises the wellbeing of our global team to drive world-class

outcomes. The success of this integrated approach is reflected by our Customer Retention Rate,

which has consistently been in excess of 95% since inception. For the year ended 31 December 2025,

Group Revenue increased by 28% to £42.6m, up from £33.2m in 2024, as PensionBee delivered its

second consecutive year of profitability. The Group achieved an Adjusted EBITDA of £0.9m (2024:

£0.4m), supported by the strong performance of the UK business, where the Adjusted EBITDA Margin

increased to 12% from 7% in the prior year. On a consolidated basis, this performance incorporates

the costs associated with our strategic expansion into the US market while maintaining a Group

Adjusted EBITDA Margin of 2% (2024: 1%). Reflecting this performance and the impact of non-cash

items, Profit/(Loss) before Tax improved to £(2.8)m for 2025 (2024: £(3.1)m).

Annual Report and Financial Statements 2025

Investment Highlights

PensionBee is a leading online retirement savings provider, focused on serving the mass

market of consumers, driving scalable growth through disciplined strategic execution

PensionBee Investment Highlights: Driving scalable growth through strategic execution

See definitions on pages 38 and 39 of the Measuring our Performance section of the Strategic Report.

World class technology:

Scalable,

proprietary technology stack facilitates

industry-leading productivity and

personalised customer service,

with 4.7 app store rating and

4.6

★

Excellent Trustpilot score.

Enormous global market:

Addressable market is over

$30tn in assets covering more

than 85% of the Global Defined

Contribution retirement market,

with over 100m consumers.

Global Pure Play

Retirement Savings

Provider:

Valuable brand:

One of the

most recognised retirement

savings providers in the UK

with record brand awareness

of approximately 60%, rapidly

building national brand

awareness in the US.

Culture that prioritises

wellbeing:

PensionBee fosters

an inclusive, high-performance

culture where workplace

wellbeing translates directly

into customer success.

Straightforward business

model:

Clear, transparent

revenue model and scalable

cost base support a predictable

profit formula.

Substantial US opportunity:

Partnership with State Street

to grow our customer base and

assets through market-specific

product tailoring.

Attractive financial profile:

Rapidly growing, recurring

revenue and structural operating

leverage generate substantial

profit margin potential.

Proven UK execution:

Strong

track-record of management

execution, with a decade of

experience growing our market

share, on

a clear path to 1m

Invested Customers.

Transformative

10-year trajectory:

Plan to deliver

> £250m of Revenue

and c.50% Adjusted

EBITDA Margin for the

Group over the next decade.

Annual Report and Financial Statements 2025

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Strategic Report

2

Chair’s Statement

Dear fellow shareholder,

The past year has been defined by strong operational and strategic execution. As we continue

to deliver on our long-term strategy, I am delighted to share our progress and reflect on the core

elements of our business that remain vital to our ongoing momentum. Building on our performance

in 2024, the Group concluded 2025 with 305,000 Invested Customers, £7.4bn in Assets under

Administration, and annual Revenue of £42.6m. These results reflect our success in empowering a

growing community of retirement savers to take control of their financial futures, while our stable

Invested Customer Retention Rate of over 95% underscores the enduring trust and long-term value

we provide to our customers.

Executing Our Global Ambition: Solving the Retirement Challenge

This year represented a significant advance in our ambition to become a global leader in the

consumer retirement market. Throughout PensionBee’s growth, we have stayed true to our core

principle of putting our customers first, a commitment that remains at the heart of our success. Our

progress is sustained by three integrated pillars: a powerful brand that builds trust and confidence

in the mass market, proprietary scalable technology that distinguishes the customer experience,

and a workplace culture that prioritises wellbeing to drive performance. These foundations have

enabled continued positive Adjusted EBITDA within our business in the United Kingdom (‘UK’),

which remains the cornerstone of the Group, while providing the framework for our advancement

into the United State (‘US’) retirement market following successful live testing in 2025. These two

markets represent 85% of the global Defined Contribution market. By focusing our efforts here, we

are addressing the world’s most significant opportunities through our proven UK expertise and a

disciplined international strategy.

The simultaneous delivery of UK Adjusted EBITDA profitability and US

market entry marks a transformative era for the Group, proving that

our philosophy of diligent customer attention, powered by proprietary

technology, is both internationally scalable and commercially robust.

This milestone is the definitive proof of our model, demonstrating that

serving the mass market with transparency and care is both a social

necessity and a powerful engine for commercial growth.”

Mark Wood CBE

Non-Executive Chair

Our proposition is unique, combining a strong digital experience with the reassurance of dedicated

human support through our ‘BeeKeeper’ model. We have chosen to focus on the vast majority of the

population that are underserved, enabling customers to prepare adequately for a happy retirement,

regardless of balance size. This commitment is reflected in an Excellent Trustpilot score of 4.6★ and

an average app store rating of 4.7 out of 5, reflecting our position as pension provider of choice. We

will continue to actively pursue new customer segments, particularly those currently underserved by

the traditional retirement savings industry. Simplifying complex financial concepts has remained a

core focus, making it easier for customers to understand their options and manage their retirement

with ease. Ultimately, we measure our success not only by our financial performance, but by our

ability to foster ‘retirement confidence’ across every market we serve.

Our commitment to innovation has guided our entry into the US, where we have successfully

deployed the core functionality that makes PensionBee unique. Based on early results, we are

confident that the considerable efforts of our teams in both the UK and New York will translate into

sustained commercial success in North America over time. This work has encompassed strategic

brand building and targeted marketing, alongside necessary market-specific refinements to our

proprietary technology. Initial indications suggest that US retirement savers similarly welcome our

straightforward approach to supporting their long-term savings. This resonance leaves the Group

well-positioned to serve this customer base.

The simultaneous delivery of UK Adjusted EBITDA profitability and US market entry marks a

transformative era for the Group, proving that our philosophy of diligent customer attention,

powered by proprietary technology, is both internationally scalable and commercially robust. This

milestone provides definitive proof of our model, demonstrating that serving the mass market with

transparency and care is both a social necessity and a powerful engine for commercial growth. By

building a unified, global retirement brand, we are positioned to capture the immense opportunity

PensionBee Group plc

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Strategic Report

within the world’s largest savings markets. We recognise that helping people to retire depends upon

the resilience of the society in which they will retire, which is why we have published a standalone

Sustainability Report to accompany our Annual Report and Financial Statements 2025.

A Final Word

I am enormously grateful to our team for ensuring that our entry into the world’s largest retirement

savings market has been achieved without any disruption to the impeccable level of service our

customers value. By maintaining these exacting standards while scaling globally, we have moved

beyond being a domestic success story to become a disruptive force on both sides of the Atlantic. I

am confident that by maintaining our focus on these strategic priorities, PensionBee will continue to

thrive. We remain dedicated to helping millions of individuals reach their retirement goals, ensuring

we deliver enduring value for our stakeholders and the retirement futures our customers deserve.

Mark Wood CBE

Non-Executive Chair

11 March 2026

With PensionBee I feel so much more confident

now about what I need to do with my pension

in order to reach my retirement goals. I’m very new

to my pension journey, but I’ve started to take a lot

more notice, and I’m really seriously now thinking

about my retirement.”

Sarah, 50

PensionBee Customer since 2021

Annual Report and Financial Statements 2025

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Strategic Report

3

Chief Executive Officer’s Review

With a constant eye on our culture, we refreshed our people strategy, focusing on wellbeing as a

key driver of high performance. PensionBee’s culture enables us to achieve extraordinary things and

to deliver a transformational experience for our customers’ retirement saving and spending needs.

Of course we leaned heavily on our bee heritage, devising the ‘Six Bees of Wellbeing’ - Bee Change,

Bee Included, Bee Clear, Bee Developed, Bee There and Bee Rewarded - pillars that offer our team

a rewarding, long-term career with the Company.

I hope you enjoy reading the refreshed iteration of our strategy in the coming sections.

Of course, strategy is important, but ultimately strategy needs to be executed, and this is an area

where PensionBee has excelled again.

United Kingdom: Delivering Exceptional Growth, Momentum and Profitability

In the UK, we maintained a strong growth trajectory, expanding our Invested Customer base to

305,000 Invested Customers and our Assets Under Administration (AUA) to £7.4bn. We onboarded

approximately 40,000 new customers, compared to 36,000 in 2024, generating predictable, recurring

Revenue of £44.0m. When paired with our scalable cost base, we saw significant operating leverage,

resulting in Adjusted EBITDA profitability of £5.4m for the year.

This performance was supported by an increase in marketing expenditure to £12.1m, bringing

our cumulative spend since inception to £76m. This sustained commitment has been vital in

establishing a trusted consumer brand and providing the foundation for our data-led, multi-channel

strategy. Through our ‘When your pension’s in a good place, you’re in a good place!’ campaign, we

reached consumers digitally and physically via high impact roadside sites, driving prompted brand

awareness to a record high of approximately 60%. Importantly, we have laid the groundwork for

Long-term outcomes will be driven by the success of our brand,

our technology and our culture.

These strategic pillars are intimately intertwined with our five core values...

enabling us to align our team and really focus on what matters...

Strategy is important, but ultimately strategy needs to be executed,

and this is an area where PensionBee has excelled again.”

Dear fellow shareholder,

2025 has been another successful year for PensionBee, marking our first full year of operations as a

global business, the delivery of over £7.4bn (c.$10bn) of Assets under Administration on behalf of

305,000 Invested Customers, and our second year of Adjusted EBITDA profitability at the Group level.

Leading a Global PensionBee with our Values

Every couple of years I re-read Peter Drucker’s seminal “What is Strategy?” always finding new

meaning from the vantage point of an enlarged and continuously changing business. Following a

Company-wide exercise in 2025, we refreshed our strategy, recognising that long-term outcomes

will be driven by the success of our brand, our technology and our culture. These strategic pillars are

intimately intertwined with our five core values of Love, Quality, Simplicity, Innovation and Honesty,

enabling us to align our team and really focus on what matters.

Our brand - centred on a warm, human and engaging approach to retirement planning - drives trust

and long-term customer relationships, enabling us to serve the mass market while continuing to

grow. Our ambition is to build a globally recognised PensionBee brand, building on our success in

the United Kingdom (‘UK’) where we reached record brand awareness this year, with plans to reach

millions of Americans over the next decade as well.

In our approach to technology, we considered how to build globally and efficiently, driven by the

recognition that customers around the world crave the same financial freedom and control over

their retirement savings. We developed the concept of global features with local implementation,

supported by a unified approach to user experience. We onboarded new customer tooling with

embedded artificial intelligence to enhance operations in the UK and in the United States (‘US’).

Romi Savova

Chief Executive Officer

PensionBee Group plc

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Strategic Report

further marketing investment over the coming years as we progress towards our long-term goal of

1m Invested Customers.

This year, we successfully streamlined our front-end technology architecture, significantly improving

both the customer sign-up journey and developer velocity. We laid the foundations for ongoing

product innovation in 2026, focusing on features that drive referability across our growing customer

base. We also evolved ‘Beetrix’, our AI co-pilot, which will soon transition from an internal tool into a

key driver of customer support. This innovation allows us to provide deeper personalisation at scale

while ensuring every customer can always reach their personal BeeKeeper. With a 22% increase in

productivity this year and a consistent 4.6★ Excellent Trustpilot score, we will continue to increase

productivity while delivering an exceptional experience for our customers.

Beyond financial performance and operational efficiency, we continue to lead the industry in

consumer advocacy by championing a 10-day pension switch guarantee to improve consumer

outcomes across the sector when it comes to transferring pensions, consolidating savings and

enabling consumers to take control of their retirement. Ultimately, we are not just building a

more efficient business; we are redefining what it means to be a modern, customer-first financial

institution in a digital age.

United States: Laying the Foundations for Scale

Our US operations focused on deepening the foundations required to scale with confidence.

The baseline infrastructure established in 2024 was further strengthened by the expansion

of our consumer offering, which now includes Roth IRAs, easy contributions including for the

self-employed, and a comprehensive retirement planner. We successfully navigated a rigorous

live-testing period for our transfer protocols, demonstrating the ability to process complex

retirement account transfers, and at levels multiple times above our $50,000 target average,

contributing to the accumulation of $3m in Assets under Administration by the year-end.

We simultaneously focused on growing brand awareness, employing a multi-channel approach

to building trust, combining physical and digital media to introduce our proposition to American

consumers. This effort was anchored by our major multi-city brand campaign across 12 metropolitan

areas, utilising television, billboards and radio to reach audiences at scale. In parallel, targeted digital

initiatives such as our ‘Money Mistakes’ campaign drove engagement and grew our social media

community to approximately 100,000 followers and 500,000 views. We recorded prompted national

brand awareness of approximately 5% and a high of 12% in our home state of New York. Our efforts

to build long-term brand recognition in the world’s largest retirement market were supported

by $5.0m of marketing, which was fully reimbursed through our long-term arrangement with

State Street.

Our growing brand presence and robust infrastructure have also allowed us to capture growth

opportunities through our business-to-business Automatic Rollover IRA channel. Operating

alongside our direct-to-consumer proposition, we have worked directly with employers, consultants

and partners to offer a comprehensive employer solution to the problems arising from the dormant

accounts of former employees. In 2025, we integrated with major recordkeepers through SS&C and

secured Automatic Rollover IRA contracts. These achievements demonstrate our ability to compete

for the 4m retirement accounts

1

forced out of employer plans each year, which represents an annual

market opportunity exceeding $50bn in assets.

2

Ultimately, these developments mark a pivotal step forward for our US business. By strengthening

our consumer offering, brand visibility, and Automatic Rollover IRA pipeline, we have positioned the

Company to scale efficiently over the coming years.

Looking Ahead to 2026

As we enter 2026, we do so with clear momentum built across the business during 2025 and a

focused set of priorities ahead. In the UK, we continue to progress towards one million Invested

Customers, leveraging our established market position to deliver sustained, profitable growth. In

the US, our focus is on reaching $1bn of assets, supported by the disciplined deployment of capital

raised in 2024 to support the introduction of a 1% match on all completed 401(k) rollovers, transfers

and contributions, and complete key transfer automations that will enhance our ability to scale.

Across both markets, the consumer remains at the centre of every decision we make, enabled by

a global team united by our values of Love, Honesty, Innovation, Quality and Simplicity, and guided

by our mission to make consumers more retirement confident.

Romi Savova

Chief Executive Officer

11 March 2026

1

Data source: Employee Benefit Research Institute, Small Accounts: Mandatory Rollovers and Small Balance DC Accounts.

2

Employee Benefit Research Institute (EBRI) tabulations of U.S. Department of Labor Form 5500 pension data.

Annual Report and Financial Statements 2025

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Strategic Report

4

About Us

Retirement accounts are often complicated and difficult to understand, presenting an obstacle for

consumers seeking to engage with their savings. Set against this context, we provide a solution to

the consumer problem of saving for and managing income throughout retirement.

PensionBee’s simple, easy to use, online customer proposition is delivered to the mass market

digitally - through our website and app - enabling customers to combine their savings, contribute

to their accounts and ultimately make withdrawals online, to take control of their retirement. We

complement our online offering with industry leading service - each customer receives a ‘BeeKeeper’

(a dedicated retirement account manager), who is on hand to guide them through the process. We

offer investment solutions built around our customers’ saving needs, with our portfolios managed

by the world’s largest money managers, BlackRock, HSBC and State Street.

Central to our offering is the simplification of retirement planning through the removal of barriers

such as complex jargon, excessive paperwork, and opaque fee structures. This commitment has

shaped a frictionless customer proposition that empowers our customers to take control of their

retirement, engage confidently with their savings, and manage their financial future.

Our Customer Proposition

We continue to revolutionise the retirement

industry through innovative technology,

product leadership and excellent

customer service

PensionBee Group plc

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Strategic Report

Our customer proposition allows customers to combine, contribute and withdraw online,

and to take control of their retirement*

We enable our customers to combine their retirement

savings and transfer them into a brand new PensionBee

account in a few easy steps.

The average adult changes jobs multiple times

throughout their career, often accumulating a variety

of retirement accounts with different providers and

fee structures. Customers can effortlessly combine and

transfer their existing retirement accounts into one new

PensionBee account.

Once their accounts are consolidated, they can easily

manage their new PensionBee account online and track

their balance in real time via our website or app.

We have made it easy for customers to contribute into

their retirement account and grow their savings for a

happy retirement.

Whether it’s a single or regular contribution, customers

can complete the process with a simple bank transfer

in under 60 seconds. Our retirement calculator helps

customers estimate their potential retirement income

based on factors such as their account size, target

retirement age and ongoing contributions.

Self-employed customers can also open a new

account without needing to transfer any existing ones.

For our customers nearing or enjoying retirement,

we have streamlined the process of withdrawing.

We enable our customers to easily withdraw funds

with just a few clicks, eliminating the hassle of time-

consuming procedures and complex paperwork.

We have developed innovative tools to help everyone

enjoy a secure and fulfilling retirement. Alongside

our retirement calculator, these tools give customers

peace of mind, knowing they can plan effectively for

their future.

Combine pensions online

Contribute at a click

Withdraw with ease

*Reflects our core offering and customer proposition; however, specific products may vary between the UK and the US.

Annual Report and Financial Statements 2025

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Strategic Report

Our Vision, Mission and Values

Our vision, mission and values exist to inspire us, to guide us and to

remind us of our purpose as a company in the broader world

Our Founding Story

PensionBee was founded in 2014 with the goal of simplifying retirement saving, following our CEO

Romi Savova’s frustrating experience transferring her own retirement savings, navigating outdated

systems, high fees and complex paperwork. Drawing on her background in financial services,

she turned that experience into inspiration, and PensionBee was born as a company committed

to making retirement planning simple and stress-free for everyone. Today, over a decade later,

PensionBee’s customer-centric approach continues to be driven by our vision of a world where

everyone can enjoy a happy retirement and our mission to build retirement confidence.

Our Vision

Our vision is a world where everyone can enjoy a happy retirement. We work to make our vision

a reality for our customers through the elements of financial freedom, good health and social

inclusion, which we believe should ultimately lead to better retirement outcomes for our customers.

Our Values

Our five core values of Love, Honesty, Innovation, Quality, and Simplicity have driven our approach

to business since inception. They provide the blueprint for everything we do, guiding how we

express our identity, shape our decisions, and distinguish PensionBee in the market.

Love

We serve our customers and each

other with care, warmth and respect

Honesty

We are open, authentic

and accountable

Innovation

We lead with vision, embrace

change and create positive impact

Quality

We deliver excellence through

accuracy, security and reliability

Simplicity

We provide clarity in a

world of complexity

Financial freedom:

We help our customers

take control of their

finances and fight for

their rights as savers.

Our Mission

Our mission is to build retirement confidence. By modernising retirement savings, we have created a

better experience for everyday savers, empowering them to build, manage and take control of their

retirement savings. Guided by our mission, we put customer needs at the heart of our strategy and

business roadmap.

Our Five Core Values

Good health:

We act to prevent our

customers’ investments

from damaging their

health, so they can enjoy

bigger retirement

savings for longer.

Social inclusion:

We support savers from

all social backgrounds

and aim to address

financial inequality

wherever it exists.

PensionBee Group plc

10

Our Strategy

PensionBee’s strategy is to be the best online retirement savings provider for

consumers across the world, through our focus on the integrated pillars of Brand,

Technology and Culture

Our strategic objective is to be the world’s best online retirement savings provider. In a retirement

landscape often characterised by complexity, limited clarity and barriers to engagement, we

continue to focus on the strategic foundation of our competitive advantage through our Brand,

Technology and Culture. As we continue to scale our operations across the UK and in the US, this

strategic framework allows us to maintain focus, agility and operational excellence.

We believe that our powerful consumer brand creates the trust necessary for a lifelong relationship,

while our proprietary technology delivers the delightful simplicity and efficiency required to manage

retirement savings for the mass market in a digital age. This entire ecosystem is powered by a high-

performance Company culture that prioritises wellbeing, ensuring that our global team remains

motivated to deliver world-class outcomes.

Together, these integrated pillars of Brand, Technology and Culture drive our ability to attract and

retain customers, operate with industry-leading efficiency, and foster a team capable of delivering

continuous innovation. We are confident that this strategic focus will enable PensionBee to deliver

on its long-term guidance of reaching >£250m Group Revenue and c.50% Group Adjusted EBITDA

Margin over the next 10 years. The foundation of this guidance rests on expanding our reach to help

more people achieve a happy retirement, deepening customer relationships, and maintaining our

trajectory towards becoming the world’s most trusted and recognised retirement brand.

The Company’s strategy rests upon three integrated pillars

Brand

Our powerful consumer brand builds trust to capture the mass market

Technology

Our proprietary scalable technology distinguishes our customer experience

Culture

Our culture prioritises wellbeing to drive performance

Technology

Brand

Culture

Annual Report and Financial Statements 2025

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Strategic Report

Brand

Our powerful consumer brand builds trust

to capture the mass market

In a complex financial world, we believe consumers seek a retirement saving provider they can

understand and trust. To meet this need, we are building the world’s most trusted retirement brand

to serve as the foundation for a lifetime relationship with our customers. We differentiate ourselves

through a human and engaging approach, creating emotional resonance where others offer only

functional transactions. This delivers genuine peace of mind through a brand promise consistently

fulfilled across marketing, product experience and customer service. By combining compelling

marketing and intentional product design with transparent, jargon-free communication, we provide

the clarity and confidence savers need to take control of their financial futures.

We are now applying this proven model on a global scale, using the expertise gained from over

a decade of success in the UK to transform the retirement experience in the US. In the UK, we

have already established ourselves as a household name through a relentless focus on customer

satisfaction and long-term brand awareness. We are now rapidly replicating this foundation in the

US, positioning PensionBee as the consumer-friendly home for retirement saving assets. Our brand

is more than just a logo - it is a commitment to a lifelong relationship with our customers that

grows stronger as we scale. By consistently honouring this commitment across every market we

enter, we foster the loyalty necessary to sustain our vision of a world where everyone can enjoy a

happy retirement.

PensionBee Group plc

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Strategic Report

2025 Brand Highlights

In the UK, PensionBee remained one of the most recognised pension providers, with our

2025 marketing and brand activities further strengthening the trust consumers place in us.

•

We achieved record-high prompted brand awareness of approximately 60%,

alongside 26% unprompted awareness, and an NPS score of 67 - placing us in the top 2%

of financial services companies, 32 points above the industry average.

•

We launched the ‘When your pension’s in a good place, you’re in a good place!’ multimedia

campaign across TV, radio and online channels, followed by a national billboard campaign

in the third quarter of the year to further drive mass market visibility.

•

PensionBee achieved top rankings on AI search platforms for key categories, such as

‘consolidate pensions’ and ‘self-employed pension’. This was complemented by a Google AI

Overview Visibility Score of 78/100 as of 2025 year end.

•

Exceptional customer growth was driven by our strategic marketing investments and increased

spend, resulting in a 15% increase in our Invested Customer base, which now stands at 305,000.

In the US, prompted brand awareness showed strong traction, with our 2025 brand investment

driving momentum as we continued building trust and growing a strong pipeline of customers.

•

We established a brand presence in the US with national prompted brand awareness of

approximately 5% and as high as 12% in our home state of New York.

•

We launched our first major US brand campaign (TV, billboards and radio) in 12 metropolitan

areas, a social media content strategy that drove approximately 500,000 views from our original

content and our sponsorship of college basketball at Madison Square Garden.

•

Our Automatic Rollover IRA proposition gained significant momentum with the signing of our

inaugural business-to-business contracts, set to go live in early 2026. This success follows a

robust, in-person relationship-building approach and an effective public relations strategy, with

additional clients already in the final stages of discussion.

Annual Report and Financial Statements 2025

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Strategic Report

2026 Brand Priorities

In the UK, we will continue to advance our goal of reaching 1m Invested Customers through

our data-led approach to marketing while investing in our brand. The following key initiatives

are underway:

Deep customer segmentation:

We will

continue to use our data platform and

advanced analytics capability to market to our

customers in a more personalised and effective way.

Brand awareness:

We will continue to deploy an

increasing marketing budget through engaging,

multi-channel activities to ensure our brand

awareness and trust grows.

Product-led growth:

We will

re-energise our core features

to continue to deliver a

superior customer experience

that encourages an increased

rate of organic referrals.

Broadening our reach

through partnerships:

We utilise strategic

channels to scale our

presence, including

sports sponsorships.

Enhancing thought leadership

and advocacy:

We are positioning

PensionBee as a trusted national

voice. Our expertise extends

beyond retirement savings to

encompass the broader landscape

of personal finance, investing

and financial wellbeing.

PensionBee Group plc

14

Strategic Report

Awards

PensionBee has been recognised for bringing our customers the best value for money, the

best app, the best offering and the best SIPP

•

Winner:

Boring Money Awards 2025 -‘Best SIPP/ Pension’, ‘Best for Beginners’,

‘Best Low-Cost SIPP (<£50k)’, ‘Best Low-Cost SIPP (>£50k)’, ‘Best App’, and

‘Value for Money Kitemark’

•

Winner:

FT Adviser’s Diversity in Finance Awards - Trailblazing Company of the Year

•

Winner:

UK Fintech Awards - Pensions Tech of The Year

•

Named:

FT1000 Europe’s Fastest Growing Companies for the third consecutive year

•

Received:

WDI Award for the second consecutive year

Deepening brand recognition:

We will focus on

areas with enhanced brand awareness to deepen

our penetration of core markets, including New

York. We will support deep brand engagement

with broad national awareness through

partnerships, social media and public relations.

Highlighting the advantage of digital

rollovers:

We will demonstrate the ease of

our digital transfer process to empower more

consumers.

Showcasing advanced planning tools:

We will

promote our planning and forecasting tools to

provide a more personalised retirement offer.

Automatic Rollover IRA execution:

We will go

live with our first secured Automatic Rollover IRA

contracts and grow the pipeline of employer-

focused accounts by focusing on small-balance

rollovers and 401(k) plan terminations related to

corporate activity like mergers, acquisitions

and bankruptcies.

In the US, our priority is to grow our brand awareness and customer acquisition, accelerating

asset accumulation towards the $1bn milestone:

Annual Report and Financial Statements 2025

15

Strategic Report

Technology

Our proprietary scalable technology

distinguishes our customer experience

In an industry often hindered by legacy systems, we believe technology should be the primary

engine of simplicity and consumer empowerment. Our proprietary technology is designed to

dismantle the barriers of the traditional pension landscape, acting as a vital bridge that transforms

the complexity of retirement planning into a seamless, automated journey. By leveraging modern

software, cloud services and AI, we automate intricate and traditionally manual processes,

particularly in addressing the complexity of retirement saving transfers. This ensures that every

customer, regardless of the value of their retirement savings, receives a high-quality, secure and

intuitive digital service, that provides an unrivalled experience and genuine operational efficiency.

Our technical strategy is defined by a commitment to continuous innovation and a scalable

architecture. By decoupling our systems into independent services, we maintain a high velocity

of development that allows us to drive up operational productivity. This is further enhanced by

the integration of advanced tools such as our AI co-pilot, ‘Beetrix’, which enables us to deliver

personalised support at scale. We are now leveraging this proven technical approach to transform

the retirement experience in the US.

PensionBee Group plc

16

Strategic Report

2025 Technology Highlights

In the UK, technology has continued to drive efficiency and industry leading personalised customer service at scale.

We successfully executed a

major unification of

our web and mobile interface

streamlining our

development process, boosting productivity and

providing a foundation for rapid innovation.

We deployed ‘Beetrix,’, an internal AI co-pilot

designed to optimise productivity, as a trial of

AI supporting customer service. We began work

to expand capabilities to serve customers directly,

unlocking further operating leverage across the

business and supporting the continuation of

our excellent customer service.

We delivered consistent

productivity improvements

,

increasing by 22% year-on-year,

with the ratio of Invested Customers

per staff member reaching 1,621.

Annual Report and Financial Statements 2025

17

Strategic Report

In the US, we focused on laying long-term strategic foundations throughout 2025, leveraging

and building on our experience with the UK technology stack to drive rapid development,

hit key milestones, and enable the setup of transfer automation.

We rapidly developed the

US technical infrastructure,

launching Roth, SEP IRAs (for the

self-employed) and Automatic

Rollover IRA capabilities (for our

business-to-business capabilities).

We successfully deployed transfer

automations covering the majority

of 401(k) and IRA types, enhancing

the customer experience.

We expanded our global footprint,

establishing

a highly effective ‘PensionBee LatAm’ team to

support our US operations, further generating

operating leverage.

PensionBee Group plc

18

Strategic Report

Annual Report and Financial Statements 2025

19

Strategic Report

2026 Technology Priorities

In the UK, we will continue to increase operational productivity through advanced automation and AI integration,

maximising the potential of AI for customer service, and to develop our product to enhance the customer experience.

Scaling AI and efficiency:

We will expand our AI

capabilities to manage a

larger volume of customer

communication. By effectively

balancing this technology with

our essential human touch,

we aim to drive significant

productivity gains and drive up

our productivity ratio of Invested

Customers per staff member.

Continuously elevating the

user experience:

Following the

successful rollout of our visually

enhanced web interface, we

will follow up with our mobile

release and our pipeline of

improvements - ensuring a

seamless, optimised experience

across all devices.

Operational excellence:

We will continue to invest

in internal automation to

accelerate the customer transfer

journey. This focus on efficiency

underpins our industry-leading

service standards, currently

evidenced by a 4.6★ Excellent

Trustpilot score and a >95%

Customer Retention Rate.

PensionBee Group plc

20

Strategic Report

In the US, with our transfer infrastructure fully operational following a successful live-testing phase, our focus shifts to optimisation and scalable growth.

More transfer automations:

We will continue to build

transfer automations with a

focus on partner integrations

that make it more seamless for

consumers (direct-to-consumer)

and clients (business-to-

business) to use our service.

Enhanced user

experience:

We will

continue to enhance the

customer experience

with better savings and

planning tools, with

a particular focus on

retirement readiness.

Scalable infrastructure:

We will continue to

drive efficiency by

utilising our established

UK technology and

global data platform

capabilities.

Annual Report and Financial Statements 2025

21

Strategic Report

Culture

Our approach to people prioritises wellbeing

to drive a high-performance culture

We believe a happy team is a prerequisite for a thriving business and satisfied customers. This year,

we launched our global ‘Six Bees of Wellbeing’ strategy, a research-led framework designed to

further define our culture and deepen our commitment to our people in a way that transcends our

international borders. Our aim is for everyone in our team to enjoy wellbeing at work. Grounded in

the latest workplace wellbeing research, we define this as feeling a sense of satisfaction and purpose

from work, while experiencing regular happiness and appropriate stress levels. We align our core

values with an environment where we hope everyone can succeed as their authentic self.

Our impact is delivered by a global team of more than 200 professionals, intentionally structured

to support our international ambitions while maintaining a unified identity across our expanding

operations in the US and Latin America, where we continue to grow our engineering presence. Our

‘Six Bees’ strategy ensures our culture remains consistent as we scale, combining local insight and

implementation with a universal commitment to team wellbeing. We recognise that our people

are the central driver of our excellent customer outcomes. By investing in their wellbeing, we

ensure they are equipped to deliver world-class service and sustainable growth. Our global diversity

strengthens our ability to transform the retirement landscape, sustaining our vision of a world where

everyone can enjoy a happy retirement.

PensionBee Group plc

22

Strategic Report

Our Cultural Framework

To achieve our vision of a world where everyone can enjoy a happy retirement, we must first

empower the people who build it. At PensionBee, we know that the wellbeing of our team, our

customers, and our company are all deeply connected. This is why we deliver our promises through

our ‘Six Bees of Wellbeing’ framework, created to ensure our global team of over 200 professionals

remains motivated, aligned, and supported.

Grounded in the latest workplace wellbeing research, our strategy focuses on the four core

components of wellbeing: ensuring our team feels a deep sense of satisfaction and purpose, while

experiencing regular happiness and appropriate stress levels.

Our ‘Six Bees’ translate our values into a tangible workplace experience:

Bee Change

Bee Change in a rapidly

evolving, innovative company,

that’s transforming

the industry

Bee Included

Bee Included within a fun,

supportive team, where we

treat our customers,

and each other,

with love

Bee Clear

Bee Clear on what’s expected,

and what’s happening,

making it simpler to

contribute effectively

Bee Developed

Bee Developed to reach

our goals, do quality work,

and achieve our

collective vision

Bee There

Bee There when it matters

by being honest about

your needs, and

receiving support

Bee Rewarded

Bee Rewarded in a

fair way with a focus

on transparency

Well

ing

Our aim is for everyone

to enjoy wellbeing

at work

By focusing on wellbeing, we create a sustainable workforce capable of driving the growth

required to transform the retirement landscape. When our team feels secure and supported in

their own journey, they are best equipped to deliver that same peace of mind to our customers

across the globe. Ultimately, we want every team member to look back from their own happy

retirement and feel proud that they were part of a positive change, achieved their career goals,

and were there for the moments in life that truly mattered.

2025 Culture Highlights

Over 2025 we focused on unifying our workforce under a shared culture across the UK, US, and

our new engineering hub in Latin America, to ensure our commitment to wellbeing reaches

every team member regardless of location.

•

Our ‘Six Bees of Wellbeing’ framework was developed in conjunction with our team through

a global, multi-level, cross-departmental Book Club hosted by our CEO, and is now deeply

embedded into our daily people operations, aligning our values with actionable initiatives to

ensure our team feels supported and rewarded.

•

We launched the first of our new simplified, tri-annual wellbeing surveys, demonstrating

a global workplace wellbeing score of, which compare favourably to external industry

benchmarks, and further highlighting the success of our inclusive and supportive working

environment across all locations.

•

We significantly enhanced our ‘Bee Rewarded’ offering by increasing employer contributions

to pensions and 401(k) plans, directly aligning with our vision of a happy retirement, and

introduced comprehensive private medical insurance to proactively support our team’s

physical health and wellbeing.

•

Our commitment to leading with inclusion allowed us to maintain diverse representation

across the Company comprising 49% female and minority gender representation and 35%

minority ethnic representation of those that disclosed, validating our belief that demographic

diversity naturally follows inclusive principles.

2026 Culture Priorities

Across 2026, we will continue with embed our ‘Six Bees’ framework.

•

Growing our team’s skills: We will implementing new Learning & Development approaches

to meet our ‘Bee Developed’ goals, including the launch of an internal skills-sharing network,

the introduction of Company-wide development days to foster shared problem-solving and

team bonding, and the launch of a Bee Developed Fund for training needs.

•

Globalising our people management infrastructure: We will drive efficiency and alignment by

optimising our new people management processes and software. Responding to feedback:

We will continue to respond to our team’s priorities and feedback as our company grows and

meets the increasing needs of our customers.

Annual Report and Financial Statements 2025

23

Strategic Report

Workforce Data

Workforce Composition

By the end of 2025, PensionBee had a total global workforce of 215 individuals (2024:204). In 2025, based on our UK workforce of 191 and four non-executive board members, we achieved 49% female

and minority gender representation and 44% male representation Companywide. Additionally, we reached 50% female representation at the Executive Management level and 57% at the Board level. The

Company satisfied the Hampton-Alexander Review requirement for at least 33% female representation at Board level and the FCA requirement to have at least 40% women on the Board, with at least one

senior board position being held by a woman.

Composition of PensionBee’s Workforce by Gender:

Category

Total Workforce

(No.)

Total Workforce

(%)

Board Members

(No.)

Board Members

(%)

Senior Positions

on the Board

(No.)

Executive

Management

(No.)

Executive

Management

(%)

Men

86

44

3

43

2

4

40

Women and

minority gender

95

49

4

57

2

5

50

Not Specified/

Prefer not to say

14

7

0

0

0

1

10

Composition of PensionBee’s Workforce by Race or Ethnicity:

Category

Total Workforce

(No.)

Total Workforce

(%)

Board Members

(No.)

Board Members

(%)

Senior Positions

on the Board

(No.)

Executive

Management

(No.)

Executive

Management

(%)

White British or other White

(including minority-white groups)*

110

56

6

86

4

8

80

Mixed / Multiple Ethnic Groups &

Latina / o / x or Other

22

11

0

0

0

0

0

Asian / Asian British

27

14

0

0

0

1

10

Black / African / Caribbean

or Black British

20

10

1

14

0

0

0

Not Specified /

Prefer not to say

16

8

0

0

0

1

10

PensionBee Group plc

24

Strategic Report

Gender Pay Gap / Ethnicity Pay Gap

We routinely examine our data to ensure we are meeting our gender equality objectives and are

preparing to publish our pay gap figures formally once we reach the 250-employee threshold. We

believe proactive monitoring is crucial to building an inclusive workplace that truly reflects society.

For more information, please see our

2025 Sustainability Report

.

Notes to the Workforce data:

•

This data is based on a reporting population of 195, comprising our UK workforce of 191 (inclusive of 3 Executive Directors and

7 Executive Management), 4 non-executive board members. Percentages are based on a 93% disclosure rate from PensionBee’s UK

workforce; as a result, some categories include individuals who have opted not to specify their data.

•

Percentages are rounded to the nearest whole number and may not sum to 100%; data is supported by analysis from PensionBee’s

HR Information System as of December 2025.

•

Chapter 6 of the UK Listing Rules, specifically UKLR 6.6.6R(9) states that at least 40% of individuals on the board should be women,

at least one of the senior positions on the board (Chair, Chief Executive, Senior Independent Director and Chief Financial Officer)

should be held by a women, and at least one individual should be from a minority ethnic background. At PensionBee, the Chief

Executive Officer role has been filled by a woman since the Company’s inception in 2014, the Senior Independent Director role has

been filled by a woman since November 2020 and there has been one board member from a minority ethnic background since

April 2022.

*

(including minority-white groups)

.

Annual Report and Financial Statements 2025

25

Strategic Report

5

Market Opportunity

We operate in an enormous global market opportunity with over $30 trillion

of Defined Contribution retirement assets

The Global Retirement Market Opportunity

The global retirement market is vast, and within this, the Defined Contribution (‘DC’) segment

where PensionBee operates, represents the largest and fastest growing component. The UK and

US together account for more than 85% of global DC retirement assets, with the UK comprising

approximately £1.5tn and the US approximately $29tn of DC assets.

3

This scale alone underscores the

magnitude of the opportunity.

Structural dynamics further support the huge market opportunity within the DC retirement market.

Across all major regions, retirement systems continue to move from Defined Benefit (‘DB’) to DC

structures, placing greater responsibility on individuals to manage their retirement savings. Over

the past decade, DC assets have grown at 7% annually, more than three times the 2% growth rate

of Defined Benefit (‘DB’) assets.

4

This sustained, structural trend has increased the volume of assets

entering the DC market and accelerated the need for transparent, user-friendly consumer-focused

solutions.

Against this backdrop, PensionBee’s consumer-centric retirement offering is well positioned to

capture meaningful market share across the United Kingdom (‘UK’) and United States (‘US’). Having

operated in the UK for over a decade, we have developed a deep understanding of consumer needs

and technological requirements within this sector. This extensive UK experience provides a proven

blueprint that can be effectively applied to the significantly larger market in the US, allowing us to

scale our impact across borders. By addressing a retirement landscape historically characterised by

opaque fees, complex language, and persistent barriers to engagement, we continue to disrupt

the status quo with a solution that builds retirement confidence and empowers consumers to take

control of their financial future. The scale of the market, the momentum of the structural growth

drivers, and the clear unmet customer need, collectively creates a compelling and timely market

opportunity.

3

For the total UK defined contribution (DC) market assets, refer to the “Market Opportunity” section of PensionBee’s 2024 Annual

Report. US DC market is sourced from the Investment Company Institute (ICI) Quarterly Retirement Market Data, June 2025.

4

Thinking Ahead Institute GPAS, 2025.

PensionBee addresses the World’s Largest DC Retirement Markets:

USA

UK

Other

83%

5%

PensionBee’s Addressable Market includes >100m Consumers and c.200m Transferable Accounts:

Individuals with DC Savings

UK

5

US

6

Total Adults with DC Retirement Savings

28.1m

182.5m

Proportion with < £/$100,000 in DC Retirement Savings (%)

90%

83%

DC Accounts and Assets

UK

US

Total Transferable Accounts

46.2m

146.3m

Total Transferable Assets

£1.3tn

$20.5tn

5

UK market data is based on calculations from the FCA Financial Lives 2024, ‘The Occupational DC Landscape in the UK’ (2024),

UK Government Pensions Investment Review, and UK Government Private Pension Statistics (July 2025).

6

US market data is based on calculations using growth rates from the ‘Private Pension Plan Bulletin’ (Sept 2024), ICI Retirement Assets data

(June 2025) and ICI Research Report ‘American Views on Defined Contribution Plan Saving’.

PensionBee Group plc

The underserved mass market represents the largest opportunity

The underserved mass market represents the largest segment of individuals with DC retirement

savings, creating a substantial growth opportunity for PensionBee. In the UK, approximately 28m

adults hold DC retirement savings, while in the US this figure rises to around 183m. These numbers

continue to grow as participation increases through automatic enrolment and heightened public

awareness of the need for long term retirement planning.

Automatic enrolment has been a critical structural driver of mass market private retirement saving.

In the UK, it has led to 89%

7

of eligible employees saving into a workplace pension, contributing to

the long-term expansion of DC assets. A similar evolution is occurring in the US under SECURE 2.0,

automatic enrolment became mandatory for new 401(k) and 403(b) plans starting in 2025, with a

minimum initial contribution rate of 3%.

8

Broadening retirement plan participation in the US over

time, particularly among workers who have traditionally been underserved.

We believe that inertia has historically been one of the biggest barriers to retirement saving,

especially for lower income, younger, and less financially confident individuals. Automatic enrolment

effectively overcomes this barrier by making retirement saving the default. This not only expands the

overall market but also concentrates growth precisely within the mass market demographic where

PensionBee operates and differentiates itself through simplicity, transparency, and ease of use.

The scale of this underserved mass market further reinforces the opportunity. In the UK, 90% of

individuals with retirement savings hold less than £100,000, and in the US, 83% fall below the

$100,000 threshold. Traditional providers often fail to serve these customers adequately, due to

legacy operating models and higher servicing costs. In contrast, PensionBee’s scalable technology

platform and automation capabilities enable efficient, cost-effective servicing of retirement accounts

of all sizes.

Taken together, the structural expansion of DC participation, the concentration of savers within

the mass market, and the persistent lack of consumer-focused solutions has created a compelling

vast and growing market opportunity for PensionBee. Our business model and the strength of our

customer proposition built to address the numerous retirement challenges that consumers face,

position us for success - to be the solution for these savers. The largest segment of the market

remains underserved, positioning us to capture meaningful share.

7

Gov.UK: Workplace pension participation and savings trends of eligible employees: 2009 to 2024

8

SECURE Act 2.0 Mandatory Automatic Enrollment Requirements for New Retirement Plans Guidance Released (US).

High career mobility is converting millions of retirement accounts into

transferable opportunities

The scale of this opportunity is magnified by modern workforce fluidity. As automatic enrolment

grows the mass market segment, modern working patterns and frequent career transitions ensure

retirement savings do not remain stagnant. The average UK worker changes jobs approximately 11

times in their lifetime, and the average US worker around 12 times.

9

Each job change creates a new

preserved retirement account, which in turn becomes transferable and a candidate for consolidation.

The UK’s transferable assets are estimated at £1.3tn, while the US holds an estimated $20tn. These

asset figures are expected to increase over time as more active accounts transition into transferable

status. This shift is particularly significant as many consumers struggle to manage multiple small

pensions, which are often lost or forgotten over time, highlighting a significant unmet need in the

market. With millions of DC retirement accounts globally, the impact of this dynamic is substantial.

In the UK, there are approximately 44m workplace DC accounts, and in the US roughly 108m. Of

these, around 16.5m UK accounts and 76.5m US accounts respectively are currently active but will

become transferable as individuals change jobs.

10

These asset figures are expected to increase over

time as more active accounts transition into transferable status; this continuous flow provides a

foundation for our consolidation-led model and reinforces the structural growth of the retirement

market.

This structural pipeline is further reinforced by a substantial existing pool of preserved or dormant

retirement accounts already available for consolidation. In the UK, there are 46.2m transferable

accounts in total, including 27.5m preserved workplace accounts and 18.7m personal pension

accounts. In the US, the total stands even higher at 146.3m transferable accounts, comprising 31.6m

preserved workplace accounts and 114.7m held in Individual Retirement Accounts (‘IRAs’).

PensionBee is purpose-built to address this challenge, with a customer-centric proposition

centred on making pension consolidation simple, transparent and accessible for all consumers.

By streamlining the process of combining multiple old workplace accounts into a single, easy-

to-manage pension, we unlock value for customers while positioning the business to capture

an expanding share of this market. Our growth is underpinned by a structural pipeline of newly

transferable accounts and a substantial existing pool of dormant pensions, which together reinforce

the timeliness and scalability of our business model.

9 UK source: UK’s Office for National Statistics (‘ONS’). US source: The US Bureau of Labor Statistics.

10 UK active account data is based on calculations from ‘The Occupational DC Landscape in the UK’ (2024) and UK Government

Pensions Investment Review. US active account data is based on calculations using growth rates from the ‘Private Pension Plan

Bulletin’ (Sept 2024).

Annual Report and Financial Statements 2025

27

Strategic Report

6

Business Model

A scalable business model delivering predictable, recurring Revenue, enhanced operating

leverage, and a clear path to long-term growth and profitability

PensionBee’s business model is built to capture the vast global opportunity in the Defined Contribution (‘DC’) retirement market with our operations in the UK and US serving approximately 85% of global

retirement assets. We address the systemic issue of retirement account fragmentation by providing a digital-first solution that allows our customers to simplify their retirement savings through account

consolidation, building confidence and empowering them to take control of their financial future. Our ability to sustain this model is underpinned by our core strategic pillars of Brand, Technology and

Culture, which work together to attract new customers and foster long term engagement.

Straightforward and Predictable Business Model and Profit Formula

Invested Customers

Account Balance

Scalable Costs

Revenue Margin

Recurring Revenue

Profit

Advertising and Marketing Costs

Efficient Customer Aquisition

Money Manager Costs

Scalable Investment Solutions

Technology Platform and Other Costs

Scalable and resilient operations

Specialised in Retirement Savings

PensionBee Group plc

strategy ensures that ongoing investment continues to drive sustainable, long-term growth. As the

business scales globally, including through the partnership with State Street in the US, this same

proven model is applied to ensure consistent execution and long-term value creation. In the US,

PensionBee’s business-to-business Automatic Rollover IRA channel is executed through a growing

sales strategy, which itself is supported by the company’s national brand-building effort.

Money Manager Costs (Scalable Investment Solutions)

We partner with global leaders such as BlackRock, State Street and HSBC to provide scalable

investment solutions for our customers. These customer-led solutions are designed for the mass

market and with simplicity in mind - aiming to deliver strong investment outcomes for customers

to align with their investment goals and values. They are predominantly passive products sourced

at increasingly efficient institutional rates, with unrestricted capacity to accommodate significant

inflows across our global markets and are highly liquid. The Money Manager Costs are variable in

nature but highly predictable, scaling as our AUA grows.

Technology Platform Costs and Other Operating Costs (Scalable and Resilient Operations)

We continually invest in our technology, product and people in an efficient and disciplined manner.

Our technology platform and operational model are built for scale, enabling efficient onboarding,

service and growth. This cost category is highly scalable, providing the foundation for our strong

operating leverage. Investment in automation reduces the incremental effort required to add

new customers and assets, allowing us to serve a growing customer base with minimal additional

resources. This scalability directly drives productivity improvements, with 22% year-on-year gains

increasing the number of Invested Customers per staff member to 1,621 in 2025 as compared to

1,333 in 2024 in the UK. Alongside this increased efficiency, we maintain excellent service standards,

reflected in a 4.6★ Excellent Trustpilot rating and rapid response times. Our cloud native, proprietary

technology platform underpins these capabilities, supporting efficient operations in both the UK and

the US while continuously adapting to evolving customer needs.

By combining predictable, recurring Revenue from our growth in AUA with a disciplined approach

to our cost base, we have built a business model designed for long-term scalability.

Our Customer-Centric Lifetime Proposition Generates Predictable, Recurring Revenue

We provide a comprehensive lifetime proposition that supports customers at every stage of

their retirement journey. Our platform seamlessly facilitates the accumulation phase through

the consolidation of multiple retirement accounts and contributions, and provides intuitive

decumulation and drawdown tools, ensuring we remain a partner for life.

We generate predictable, recurring Revenue through a transparent annual management fee

charged on our customers’ Assets Under Administration (AUA). High Invested Customer Retention

ensures this AUA provides a robust and compounding Revenue base as account balances grow

through investment performance, ongoing consolidation and regular contributions, embedding

our platform into customers’ long term financial planning and enabling us to serve them at every

stage of their retirement journey. Strong customer and AUA retention rates, consistently above 95%

since inception, demonstrate the durability of these relationships and the strength of our lifetime

proposition, resulting in a resilient and scalable Revenue model that supports PensionBee’s long term

global growth.

Central to our business model is a unified, intuitive product experience supported by customer-led

investment solutions, clear and transparent fees and industry-leading service. This simplicity and

transparency reinforce trust, supporting high retention. PensionBee’s pricing is straightforward

and adapted to each market with no minimum balances or hidden charges. In the UK, our annual

headline fee ranges from 0.50% to 0.95%, while in the US we charge an annual fee ranging from

0.50% to 0.85%. In each country, we offer value -related discounts, currently available at the individual

level in the UK (the annual headline fee is halved on an individual’s assets above £100,000) and at the

business-to-business level in the US.

Scalable Costs Enable Operational Efficiency and Long-Term Margin Growth

Our commitment to a scalable cost base is fundamental to our ability to drive strong operating

leverage as we grow. By leveraging proprietary technology to automate complex processes, we have

created an efficient operational framework that allows for margin expansion over time. This structural

efficiency ensures we can serve our customers reliably across our global footprint, providing

a consistent service and meeting our customers’ needs.

Advertising and Marketing Costs (Efficient Customer Acquisition)

PensionBee’s strong brand enables efficient customer acquisition and serves as the primary

driver of growth. Marketing remains a flexible growth lever, through which the business acquires

incremental customer cohorts. This approach is guided by a sophisticated, proprietary data model

that allows for efficient reach into the mass market across multiple channels, including search, social

media, TV, radio, out-of-home advertising and strategic sponsorships/partnerships. This responsive

Annual Report and Financial Statements 2025

29

Strategic Report

7

Chief Financial Officer’s Review

*

Group Performance Overview

The Group delivered another year of strong progress, with continued operational momentum

translating into improved financial performance and a strong year-end financial position. Increases

in Invested Customers and Assets under Administration (‘AUA’) supported higher recurring Revenue,

while disciplined cost control and ongoing efficiency gains contributed to additional operating

leverage. The UK business continued to scale profitably on an Adjusted EBITDA basis, demonstrating

the strength of our business model, while investment in the US remained measured and purposeful

as we built the foundations for growth long-term. Consistent with our refreshed strategy, we

remained focused on the long-term drivers of success: the strength of our brand, the capability of

our technology platform and the impact of our culture, each of which continues to differentiate the

business and underpin PensionBee’s delivery.

By the end of the year, Invested Customers increased to 305,000 (2024: 265,000), supported by

disciplined marketing deployment and targeted growth initiatives; AUA increased to £7.4bn

(2024: £5.8bn), reflecting strong Net Flows alongside positive market performance. This resulted

in Revenue increasing by 28% to £42.6m (2024: £33.2m), underpinned by our recurring customer

fee structure and stable Revenue Margin. We delivered our second consecutive full year of positive

Adjusted EBITDA of £0.9m (2024: £0.4m), reflecting continued operating efficiency. Reflecting this

performance and the impact of non-cash items, Profit/(Loss) before Tax improved to £(2.8)m for

2025 (2024: £(3.1)m). Together, these outcomes reflect a business that is scaling efficiently,

exercising disciplined control over investment and maintaining a strong financial position.

Scaling efficiently and strengthening our financial position

through disciplined control, the business remains firmly

focused on long-term value creation enabled by our core

pillars: brand, technology and culture.”

Christoph J Martin

Chief Financial Officer

* See pages 38 to 39 of the Measuring our Performance section of the Strategic Report.

PensionBee Group plc

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Strategic Report

Summary Financials

As at Year End

United Kingdom

United States

Group

2025

2024

YoY

2025

2024

YoY

2025

2024

YoY

Revenue (£m) *

44.0

34.4

28%

-

-

n/m

42.6

33.2

28%

Money Manager Costs (£m)

(6.0)

(4.3)

39%

-

(0.1)

n/m

(6.0)

(4.3)

40%

Technology Platform Costs &

Other Operating Expenses (£m)

(20.5)

(18.6)

10%

(4.4)

(1.9)

(130)%

(23.5)

(19.3)

21%

Advertising and Marketing

Expenses (£m)

(12.1)

(9.1)

33%

(3.8)

(0.8)

n/m

(16.0)

(9.9)

62%

Other Income: Marketing

Reimbursement (£m) **

-

-

-

3.8

0.8

n/m

3.8

0.8

n/m

Adjusted EBITDA (£m)

5.4

2.4

131%

(4.5)

(1.9)

(136)%

0.9

0.4

104%

Adjusted EBITDA Margin

12%

7%

6ppt

n/m

n/m

n/m

2%

1%

1ppt

Profit/(Loss) before Tax (£m)

2.2

(1.0)

n/m

(5.0)

(2.2)

(126)%

(2.8)

(3.1)

11%

Profit/(Loss) before Tax Margin

5%

(3)%

8ppt

n/m

n/m

n/m

(7)%

(9)%

3ppt

Notes to the Table

*

Group Revenue reflects the aggregate performance of our UK and US operations and is adjusted for Intercompany Eliminations of £(1.4)m (2024: £(1.2)m) which relate to internal services provided within the Group at arm’s length.

** Other Income: Marketing Reimbursement from State Street to reimburse Advertising and Marketing expenses incurred by PensionBee in the United States (US).

Annual Report and Financial Statements 2025

31

Strategic Report

Driving Customer Growth through Investment in Brand Awareness and Data-Driven Acquisition

As at Year End

Dec

2025

Dec

2024

YoY

Advertising and Marketing Expenses (£m)

(16.0)

(9.9)

62%

Of which UK Advertising and Marketing Expenses (£m)

(12.1)

(9.1)

33%

Of which US Advertising and Marketing Expenses (£m)

(3.8)

(0.8)

n/m

Other Income: Marketing Reimbursement (£m)

3.8

0.8

n/m

Net Advertising and Marketing Expense (£m)

(12.2)

(9.1)

34%

UK Cost per Invested Customer (£)

251

242

At threshold

Invested Customers (thousands)

305

265

15%

PensionBee’s growth is driven by the combination of our brand strength and our data-led approach

to customer acquisition. Our model focuses on building a recognisable and trusted brand that can

reach the mass market of consumers, which serves as a powerful multiplier of our digital marketing

efficiency. In the UK, where we have been established for more than a decade, this is evidenced

by record prompted brand awareness of approximately 60% and a highly optimised UK Cost per

Invested Customer (‘CPIC’). Simultaneously, we are successfully translating this framework to the

US, where we have already established approximately 5% brand awareness during our foundational

phase. By leveraging our proprietary data platform across both territories, we ensure marketing

capital is deployed with precision to drive scalable growth and create long-term shareholder value.

Accordingly, the Group increased its Advertising and Marketing investment by 62% to £16.0m in

2025 (2024: £9.9m). In addition, the Group received marketing reimbursement of £3.8m for US

marketing support from our partner, State Street (2024: £0.8m).

In the UK, strong customer acquisition performance delivered approximately 40,000 new Invested

Customers during the year (2024: 36,000). Growth was driven by disciplined execution of our

strategy, enabling us to attract a broader mass market audience. Whilst the mix included a slightly

younger cohort on average, these customers will typically increase their retirement savings over

time as they consolidate accounts and increase contributions. We successfully deployed £12.1m

in marketing spend (2024: £9.1m), an increase of 33%, demonstrating a high level of marketing

efficiency with UK Cost per Invested Customer (CPIC) of £251 by the end of the year (2024: £242) at

the target threshold. Supported by the cumulative impact of our historical marketing investment

of £76m since inception, we continue to scale at pace in the UK. The total Invested customer base

reached 305,000 by the end of the year (2024: 265,000); and we continue to pursue our ambition of

reaching 1m Invested Customers by 2034.

In the US, the blueprint for expansion follows the UK’s path. In this foundational phase we have

focused on establishing a credible brand presence, adapting our model to local market dynamics.

Our entry into the US has been supported by our partnership with State Street, which has provided

£3.8m (c.$5.0m) of fully reimbursed marketing support in 2025 (2024: £0.8m). This arrangement has

enabled us to invest in brand-building to showcase our customer-centric solution. By adopting a

multi-channel approach and targeted campaigns, we have achieved a meaningful uplift in brand

awareness, specifically in the markets where billboard advertising was deployed; brand awareness

reached 12% in our home state of New York, 9% in Seattle and 6% in Chicago. This has in turn

converted broader market interest into a healthy customer pipeline. Early momentum in our 1%

Match initiative, which is designed to accelerate our path to $1bn of AUA in the US, alongside

several new distribution initiatives through our business-to-business sales strategy, ensures we are

positioned for further growth in 2026.

PensionBee Group plc

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Strategic Report

Strong Asset Growth Momentum driven by High Retention Rates and Cost Disciplined

Acquisition

As at Year End

Dec 2025

Dec 2024

YoY

Invested Customer Retention Rate

(% of IC)

96%

96%

Stable at >95%

AUA Retention Rate (% of AUA)

95%

96%

Stable at >95%

Opening AUA (£m)

5,841

4,350

34%

Gross Inflows (£m)

1,393

1,334

4%

Gross Outflows (£m)

(584)

(459)

27%

Net Flows (£m)

809

876

(8)%

Market Growth/(Contraction) and

Other (£m)

766

615

n/m

Closing AUA (£m)

7,416

5,841

27%

Net Flows (£m)

809

876

(8)%

Of which Net Flows from New

Customers (£m)

688

709

(3)%

Of which Net Flows from Existing

Customers (£m)

120

167

(28)%

PensionBee delivered another year of strong performance, bolstered by disciplined customer

acquisition, strong retention and continued asset growth. Invested Customer Retention remained

stable at 96% (2024: 96%), whilst the AUA Retention Rate was 95% (2024: 96%), both remaining

above the 95% threshold. Reflecting the long-term journey of our customers - remaining on the

platform, consolidating additional pensions and contributing over time - these characteristics

anchor the structural durability and growth of our asset base. Importantly, our cohort performance

continues to demonstrate the strength of our model; each annual intake of customers adds a

new layer of assets, and over time these cohorts typically grow through consolidation, ongoing

contributions and market growth. This expanding Assets under Administration (‘AUA’), fuelled by

maturing and new cohorts, underpins the recurring nature of our Revenue.

Over 2025, AUA increased 27% to £7.4bn (2024: £5.8bn), propelled by resilient Gross Inflows of

£1,393m (2024: £1,334m). This performance was catalysed by a strategic decision to rebalance

expenditure from lower-funnel acquisition towards brand-led marketing to strengthen the upper

funnel. Whilst this led to the acquisition of a higher proportion of younger customers with smaller

initial balances, it reinforces a robust medium-term outlook as these cohorts grow their balances

over time. Inflow momentum remained strong despite seasonal uncertainty surrounding the

announcement of the UK Budget, which led to a temporary deferral in consolidation activity. This

deferral was particularly evident among older customer segments, who typically possess larger

balances for consolidation and were more inclined to pause activity until fiscal clarity was restored.

Gross Outflows for the period were £584m (2024: £459m), remaining consistent with historical

trends at approximately 10% of opening AUA. The underlying quality of the asset base remains

high, with Invested Customer Retention and AUA Retention both stable at 96% (2024: 96%).

Consequently, total Net Flows were £809m (2024: £876m), comprising a contribution of £688m

from new customers (2024: £709m) and £120m from existing customers (2024: £167m). As fiscal

certainty returns, a strong pipeline of consolidation activity is expected, further supporting our

growth trajectory.

Beyond Net Flows momentum, our AUA remained aligned to capital market performance, as most

of our customers’ retirement savings are invested in global equity markets. Favourable conditions

during the year resulted in Market Growth/(Contraction) and Other contributing £766m (2024:

£615m) to our asset base, supporting our overall AUA growth.

Whilst our core financial metrics are primarily driven by our established UK operations, we continue

to make strategic progress in the US. We remain focused on leveraging our proven technology

platform and data-led acquisition strategies to scale this entry over the medium term. This

international expansion parallels the successful growth trajectory observed in our UK cohorts.

This approach provides a diversified foundation for future growth.

Annual Report and Financial Statements 2025

33

Strategic Report

Resilient Revenue Margin drove an Overwhelming Majority of Recurring Revenue

As at Year End

Dec 2025

Dec-2024

YoY

Revenue Margin (% of AUA)

0.65%

0.64%

+1bp

Revenue (£m)

42.6

33.2

28%

Of which UK Revenue (£m)

44.0

34.4

28%

Of which US Revenue (£m)

-

-

n/m

Of which Intercompany Eliminations (£m)

(1.4)

(1.2)

20%

PensionBee continues to generate high-quality Revenue, sustained by a resilient Revenue Margin

that efficiently converts compounding AUA growth into predictable and recurring Revenue. Over

2025, Revenue for the Group increased by 28% to £42.6m (2024: £33.2m), driven by the 27%

increase in AUA and the continued stability of our Revenue Margin at 0.65% (2024: 0.64%). This

growth was primarily underpinned by UK Revenue of £44.0m (2024: £34.4m); with minimal Revenue

generated from the US during the period, as the business remains in its foundational phase, with

activity focused on product rollout and brand development. Group Revenue reflects the aggregate

performance of our UK and US operations and is adjusted for Intercompany Eliminations of £(1.4)m

(2024: £(1.2)m) which relate to internal services provided within the Group at arm’s length.

The majority of Revenue is derived from annual management fees charged as a percentage of AUA.

As a result, our high Invested Customer Retention and AUA Retention Rates of >95% (2024: >95%)

mean that Revenue is largely recurring, providing a stable and predictable income profile. Revenue

also includes contributions from complementary activities, such as our UK LifeSearch intermediary

partnership and other ancillary income streams, although these currently represent an immaterial

proportion of total Revenue.

Efficient Investment in our Industry Leading Technology Platform, People and Product

As at Year End

Dec 2025

Dec 2024

YoY

Money Manager Costs (£m)

(6.0)

(4.3)

40%

Employee Benefits Expense (£m)*

(15.3)

(12.6)

21%

Other Operating Expenses (£m)

(8.2)

(6.7)

21%

Technology Platform Costs

& Other Operating Expenses (£m)

(23.5)

(19.3)

21%

Notes to the Table

* Employee Benefits Expense exclude Share-based Payments

We continued to manage our cost base with discipline while investing in long-term capability,

scalability and resilience. By leveraging automation and technology integration, we have maintained

tight control over employee and operating costs, delivering positive operating leverage and

continued profitability progression as we scale across markets.

Our Money Managers

As at Year End

Dec 2025

Dec 2024

YoY

Money Manager Costs (£m)

(6.0)

(4.3)

40%

Of which UK Money Manager Costs (£m)

(6.0)

(4.3)

39%

Of which US Money Manager Costs (£m)

(0.1)

(0.0)

n/m

Money Manager costs increased to £(6.0)m in 2025 (2024: £(4.3)m) at a slightly higher rate than with

the increase in AUA, reflecting the fund switches that took place in the UK across the year and a

move to more active management of our customer base over the age of 50.

PensionBee Group plc

34

Strategic Report

Our People

As at Year End

Dec 2025

Dec 2024

YoY

Employee Benefits Expense (£m)*

(15.3)

(12.6)

21%

Of which UK Employee Benefits Expense (£m)*

(13.2)

(12.2)

8%

Of which US Employee Benefits Expense (£m)*

(2.2)

(0.5)

n/m

Notes to the Table

* Employee Benefits Expense exclude Share-based Payments

Across the Group, we invested in automation to keep our workforce relatively stable at

approximately 215 employees (2024: 204) while the associated Employee Benefits Expense

(excluding Share-based Payments) rose 21% to £15.3m (2024: £12.6m). This increase reflects our

commitment to advancing team capabilities and supporting staff through a high-inflationary

environment, while streamlining long-term people costs through platform scalability. In the UK, we

focused on optimising specialised roles and fostering internal mobility, whilst adopting AI-driven

tools to enhance operational productivity. In the US, we operated with a lean local team, prioritising

essential operational roles and drawing on our established global technology resources to ensure

we remain agile as we adapt the product to US consumer needs.

Our Scalable Technology Platform

As at Year End

Dec 2025

Dec 2024

YoY

Technology Platform Costs & Other

Operating Expenses (£m)

(23.5)

(19.3)

21%

Of which UK Technology Platform Costs

& Other Operating Expenses (£m)

(20.5)

(18.6)

10%

Of which US Technology Platform Costs

& Other Operating Expenses (£m)

(4.4)

(1.9)

130%

Of which Intercompany Eliminations (£m)

1.4

1.2

20%

Our technology-first approach is the primary driver of an improved cost-to-serve and the delivery of

operating leverage. In 2025, Technology Platform Costs & Other Operating Expenses were £23.5m

(2024: £19.3m), with Other Operating Expenses accounting for £8.4m (2024: £6.7m). This growth in

expenditure reflects targeted investment in platform resilience and data security, reinforcing the

robust foundation that supports sustained growth, while lowering relative costs. On a regional basis,

UK Technology Platform Costs & Other Operating Expenses were £20.5m (2024: £18.6m) and US

Technology Platform Costs & Other Operating Expenses were £4.4m (2024: £1.9m). The Group total

excludes £1.4m (2024: £1.2m) of arm’s length internal charges from the UK to the US, which were

eliminated on consolidation to reflect the Group’s external cost base.

The efficiency of our technology platform is rooted in a unified global infrastructure, which allows us

to scale rapidly by avoiding duplicated development efforts. In the UK, our technological maturity is

positioned to support a reducing marginal cost per customer as we scale. Simultaneously, we have

tailored our global architecture to meet US-specific requirements, such as 401(k) rollovers, allowing

for rapid iteration while maintaining strict control over development costs.

The Group continues to achieve significant gains in operational productivity, building on a trajectory

that has delivered a 20% year-on-year increase in Invested Customers per Staff Member in the

UK. By decoupling Revenue growth from operational spending, through advanced automation

and a unified global technology stack, we are well-positioned to expand our margin profile. This

disciplined approach ensures that as our customer base grows, our cost per customer continues to

decline, supporting long-term profitability and delivering value for our stakeholders.

Annual Report and Financial Statements 2025

35

Strategic Report

Profitability Metrics

United Kingdom - Delivering Exceptional Growth Momentum and Profitability

As at Year End

Dec 2025

Dec 2024

YoY

UK Adjusted EBITDA (£m)

5.4

2.4

131%

UK Adjusted EBITDA Margin (% of UK Revenue)

12%

7%

6ppt

The UK business achieved a significant milestone with a second full year of Adjusted EBITDA

profitability, reaching £5.4m for 2025 as compared to £2.4m in 2024. This performance was

underpinned by an improvement in the Adjusted EBITDA Margin to 12% (2024: 7%), driven by our

recurring Revenue model and supported by disciplined, efficient marketing investment, strong

brand presence and platform scalability. Our performance in the UK continues to validate the

strength of our business model: combining high Invested Customer Retention and growth with

a stable, strictly controlled cost base to deliver sustained and profitable growth.

United States - Laying the Foundations for Scalable Long-Term Growth

As at Year End

Dec 2025

Dec 2024

YoY

US Adjusted EBITDA (£m)

(4.5)

(1.9)

(136)%

US Adjusted EBITDA Margin (% of US Revenue)

n/a

n/a

n/a

The US remains in a foundational build phase, recording an Adjusted EBITDA of £(4.5)m as compared

to £(1.9)m in 2024. This reflects our continued investment in operational readiness and brand

presence. The marketing component of this investment is almost cost-neutral to the Group, with

State Street substantially reimbursing £3.8m (c.$5.0m) of the marketing spend. The remaining US

operational costs reflect our investment in building the infrastructure and team necessary to capture

the significant long-term market opportunity, while leveraging our proven UK platform

and expertise.

Group Financial Review

As at Year End

Dec 2025

Dec 2024

YoY

Adjusted EBITDA (£m)

0.9

0.4

104%

Depreciation and Amortisation Expense (£m)

(0.4)

(0.3)

23%

Share-based Payments (£m)

(4.3)

(3.2)

37%

Expansion Costs (£m)

-

(0.2)

(100)%

Finance Income (£m)

1.0

0.1

n/m

Profit/(Loss) before Tax (£m)

(2.8)

(3.1)

11%

Taxation (£m)

0.1

nil

n/m

Basic Earnings per Share

(1.20)p

(1.38)p

13%

The Group delivered an Adjusted EBITDA of £0.9m (2024: £0.4m), reflecting strong strategic

execution across two distinct operations. This result was driven by a profitable UK business, which

reached £5.4m in Adjusted EBITDA (2024: £2.4m), alongside our foundational US expansion which

recorded an Adjusted EBITDA of £(4.5)m (2024: £(1.9)m) as it builds towards scale. Reflecting this

performance and the impact of non-cash items, Profit/(Loss) before Tax improved to £(2.8)m for

2025 (2024: £(3.1)m).

Adjusted EBITDA excludes non-cash and non-recurring items to provide a clearer view of underlying

performance. The metric captures Advertising and Marketing Expenses but excludes Depreciation

and Amortisation Expense, Share-based Payments and Expansion Costs. During the period,

Depreciation and Amortisation Expense remained stable at £(0.4)m (2024: £(0.3)m), while Expansion

Costs related to the US market entry were nil, as these were primarily incurred during the 2024

launch phase (2024: £(0.2)m). Finance Income rose to £1.0m in 2025 (2024: £0.1m), reflecting the

benefit of higher interest earned on our strong cash balance. Share-based Payments increased

to £4.3m (2024: £3.2m), reflecting the Company’s commitment to supporting long-term talent

retention and aligning employee incentives with the Group’s growth.

Taxation for the period was (0.1)m (2024: nil), and no deferred tax asset was recognised with respect

to the carried forward losses.

PensionBee Group plc

36

Strategic Report

Basic Earnings per Share (‘EPS’) was (1.20)p for 2025 (2024: (1.38)p). While the loss per share

reflects the ongoing foundational investments required for our expansion, this phase is essential

for building the scale and infrastructure necessary to capture the significant long-term market

opportunity ahead.

Financial Position

The Group’s balance sheet remains strong. As of 31 December 2025, the balance of Cash and

Cash Equivalents was £32.6m (2024: £35.0m). Our ability to maintain a substantial cash reserve

is supported by our UK operations, which are now self-funding and generating sustained

profitability to drive their own continued growth. This disciplined approach to capital allocation

ensures the Group remains well-capitalised with no borrowings.

Regulatory Capital and Financial Resources

PensionBee Limited, a subsidiary of the Company, is authorised and regulated by the Financial

Conduct Authority (‘FCA’) and therefore adheres to capital requirements set by the FCA. As of

December 2025, the capital resources stood at £18.3m (unaudited) as compared to a capital

resource requirement of £2.2m (unaudited), resulting in coverage of 8.2x. We have maintained

a healthy surplus over our regulatory capital requirement throughout the year and continue to

manage our financial resources prudently.

PensionBee Inc. is registered with the U.S. Securities and Exchange Commission (‘SEC’) and is not

subject to any capital resource requirements.

Christoph J Martin

Chief Financial Officer

11 March 2026

Annual Report and Financial Statements 2025

37

Strategic Report

8

Measuring our Performance

When considering the overall performance of PensionBee, we use a range of key

performance indicators (‘KPI’s) to monitor and assess our progress against our strategy

Financial Performance Measures

Revenue

2025: £42.6m

2024: £33.2m

28%

Revenue means the income generated from the asset base of PensionBee’s

customers, essentially annual management fees charged on the AUA,

together with a minor Revenue contribution from other services.

Adjusted EBITDA*

2025: £0.9m

2024: £0.4m

104%

Adjusted EBITDA is the Operating Profit/(Loss) for the year before Taxation,

Finance Costs, Finance Income, Depreciation and Amortisation Expense, Share-based

Payments and Expansion Costs. This measure is a proxy for operating cash flow.

Adjusted EBITDA Margin

2025: 2%

2024: 1%

+1 ppt**

Adjusted EBITDA Margin means Adjusted EBITDA as a percentage of Revenue

for the relevant period.

Profit/(Loss) before Tax (‘PBT’)

2025: £(2.8)m

2024: £(3.1)m

11%

Profit/(Loss) before Tax is a measure that looks at PensionBee’s profit or losses

for the year before it has paid corporate income tax.

Basic Earnings per Share (‘EPS’)

2025: (1.20)p

2024: (1.38)p

13%

Basic Earnings per Share is calculated by dividing the profit or loss attributable to

ordinary equity holders of the Group by the weighted average number of ordinary

shares in issue during the period.

Net Cash Flow

2025: £(2.3)m

2024: £22.8m

n/m

Net Cash Flow is the sum of cash generated by operations, investments and

financing activities, less cash used in operations, investments and financing activities.

Notes to the Table

*

PensionBee’s Key Performance Indicators include an alternative performance measure (‘APM’), which is Adjusted EBITDA. APMs are not defined by International Financial Reporting Standards (‘IFRS’) and should be considered together with the Group’s IFRS measurements

of performance. PensionBee believes this APM assists in providing additional insight into the underlying performance of PensionBee and aids comparability of information between reporting periods. A reconciliation to the nearest IFRS number is provided in Note 28 of the

Financial Statements ‘Alternative Performance Measures’ in Note 28, page 50.

** A ppt is a percentage point. A percentage point is the unit for the arithmetic difference of two percentages.

PensionBee Group plc

38

Strategic Report

Non-Financial Performance Measures

Assets under Administration (‘AUA’) ***

2025: £7.4bn

2024: £5.8bn

27%

Assets under Administration (‘AUA’) is the total invested value of pension assets

within PensionBee Invested Customers’ pensions. It measures the new inflows

less the outflows and records a change in the market value of the assets. AUA is a

measurement of the growth of the business and is the primary driver of Revenue.

AUA Retention Rate (% of AUA)

2025: 95%

2024: 96%

Stable at >95%

AUA Retention measures the percentage of retained PensionBee AUA from transfers

out over the average of the year. High AUA retention provides more certainty of

future Revenue. This measure can also be used to monitor customer satisfaction.

This metric will be retired and replaced in Q1 2026 with Value Retention, a more

comprehensive measure that more accurately reflects the AUA value driver.

Net Flows***

2025: £809m

2024: £876m

(8)%

Net Flows measures the cumulative inflow of PensionBee AUA from consolidation

and contribution (‘Gross Inflows’), less the outflows from withdrawals and transfers

out (‘Gross Outflows’) over the relevant period.

Invested Customers (‘IC’)

2025: 305k

2024: 265k

15%

Invested Customers means those customers who have transferred assets or made

contributions into one of PensionBee’s investment plans and have an active balance.

UK Cost per Invested Customer (‘CPIC’)

2025: £251

2024: £242

At threshold

Cost per Invested Customer (‘CPIC’) means the cumulative UK advertising and

marketing expenses incurred since PensionBee commenced trading up until the

relevant point in time divided by the cumulative UK Invested Customers at that point

in time. This measure monitors cost discipline of customer acquisition. PensionBee’s

desired UK CPIC threshold is approximately £250.

Invested Customer Retention Rate (% of IC)

2025: 96%

2024: 96%

Stable at >95%

Invested Customer Retention Rate measures the percentage of retained PensionBee

Invested Customers over the average of the year. High Customer Retention provides

more certainty of future Revenue. This measure can also be used to monitor

customer satisfaction.

Revenue Margin (% of AUA)

2025: 0.65%

2024: 0.64%

Stable

Revenue Margin expresses the recurring Revenue over the average quarterly AUA

held in PensionBee’s investment plans over the period.

Notes to the Table

*** US assets are converted to GBP using the conversion rate on the last working day of the period. As at 31 December 2025 1.35 USD/GBP

Annual Report and Financial Statements 2025

39

Strategic Report

9

ESG Considerations

Stakeholder Engagement

We remain committed to understanding the perspectives of all our stakeholders

and integrating their views into our long-term strategic decision-making processes.

We seek to evolve our proactive engagement approach, whilst staying attuned to

an ever-changing global retirement landscape.

We engage regularly with all our global stakeholders to better understand their views, interests and

concerns. This dialogue informs our strategic decision-making process, ensuring that all stakeholders

benefit from the value PensionBee generates as a Company. Engagement with our key stakeholder

groups is reported to the Board as necessary to shape business outcomes.

The Board also participates in direct engagement with certain stakeholder groups and importantly,

with our employees. A summary of the ways in which the Company has engaged with stakeholders,

having regard to what is most likely to promote the long-term sustainable success of the

Company, follows.

PensionBee Group plc

40

Strategic Report

Customers

Everyone at PensionBee engages with our customers’

views through our live all-company feedback channels, in

addition to survey and interview data. Dedicated teams

actively respond to the changing needs of our customers,

through our product, service and investment plan range

improvements. Our goal is to ensure that the voice of our

customers directly influences all our work.

•

4.6★ Excellent Trustpilot score (2024: 4.7★),

based on 12,338 reviews, indicating continued strong

customer satisfaction in our product and service.

•

Calls received by BeeKeepers had an average

call queue time of 53 seconds (2024: 51 seconds).

•

84% of all emails received were responded to

and closed within 72 hours (2024: 85%).

•

We moved to an omnichannel customer

communications system, streamlining and

improving the user experience for all customers

across phone, livechat and email.

•

We made significant changes to our UK investment

plan range, simplifying our offering and introducing

two new default plans, in line with the changing

expectations of both our customers and the

UK retirement landscape.

•

Our UX team focused on deeper active learning

from our customers who use assistive technologies

or experience accessibility barriers. We also

strengthened our digital accessibility commitment

by introducing a shared design and component

system across mobile and web.

•

We reached 2.8m views on YouTube in 2025,

showcasing our dedicated financial education

focused content.

Customers have always been at the heart of PensionBee.

In 2025 we continued with our mission to grow their

‘retirement confidence’, helping to build ‘a world where

everyone can enjoy a happy retirement’. We have

achieved this by continuing to listen to our customers,

understanding better how we can serve their needs and

responding with action. This is an important two-way

relationship where we can monitor our success using our

live feedback channels and retention metrics.

How we engaged

Why they matter to us

Annual Report and Financial Statements 2025

41

Strategic Report

Employees

How we engaged

Why they matter to us

Our culture and values enable us to attract and retain

brilliant people who passionately believe in our vision

and mission. In 2025, we reaffirmed the importance of

wellbeing, because we believe that the wellbeing of our

team and our customers are deeply connected. As part of

this, we launched our ‘Six Bees’ Wellbeing Strategy and

began to track scores against external benchmarks to

measure the success of our people and culture initiatives

over time.

We began to seek tri-annual feedback from employees

to ensure that our wellbeing support applies to everyone

across the Company, and to be able to rapidly respond

to any emerging themes from our global employee base.

In addition to surveys, we hold regular all-Company

meetings and offer anonymous reporting for colleagues

to share their views on issues of importance to them.

•

We measured employee satisfaction, happiness,

stress and purpose against an external ‘Work

Wellbeing Methodology’, to maintain each measure

of wellbeing.

•

PensionBee’s ‘Hive and Thrive’ programme, led

by the Executive Management Team, included 14

events aimed at raising awareness and engaging in

dialogue on topics including: Mental Health, Women,

Age Awareness, Neurodiversity & Disability, LGBTQ+,

International Perspectives, South Asian Heritage,

Caring, Black History and Men.

•

Our Bee Connected Mentoring Programme continued

to grow, supporting the personal development of an

increasing number of global colleagues.

•

We ran an all-Company, CEO-led, Wellbeing

Book Club.

•

Our Senior Independent Director (and Chair of

the Remuneration Committee) led a ‘Lunch and

Learn’ employee discussion forum on the Directors’

Remuneration Policy, ahead of its triennial review at

the 2026 Annual General Meeting.

•

We continued to be a Level 2 Disability Confident

Employer and an accredited Living Wage Employer.

•

The PensionBee Stingers, our employee football team,

reached the top of division 1 in the Fintech Football

League.

PensionBee Group plc

42

Strategic Report

How we engaged

Why they matter to us

We engaged regularly with our shareholders and the

global investor community around our financial and

operational performance in the UK and the US. We are

committed to offering transparent and frequent dialogue

with our Executive Management Team to ensure that the

views of our shareholders are reflected in our decision-

making process.

•

We adhered to the highest standards of corporate

governance and complied with the UK Corporate

Governance Code.

•

We hosted a physical Annual General Meeting in

London in May 2025 for shareholders of the Company.

•

Our Senior Independent Director engaged directly

with shareholders ahead of the triennial approval

of the Directors’ Remuneration Policy to seek

their views and feedback.

•

We chose to report frequently and to

communicate with the market to foster an

understanding of the Company’s financial and

operational performance and the overall equity

story. This included quarterly trading updates,

interim results and annual results, with presentations

to investors and analysts with Q&A, together with

recordings being made available on our website.

•

Executive Management invested significant time

with the investor community directly, providing

valuable access. This included regular virtual and

in-person one-to-one shareholder meetings, group

presentations, conferences and roadshows for

existing and prospective shareholders.

Shareholders

We are committed to proactive and constructive

engagement with our shareholders and are keen to

ensure that our investors’ views are well-understood.

We value the views of all our global shareholders,

who range from large institutional investors to

individual retail investors.

Annual Report and Financial Statements 2025

43

Strategic Report

How we engaged

Why they matter to us

Suppliers

Strong supplier relationships ensure sustainable,

high-quality delivery and innovation for our customers.

Transparency over our supply chain reinforces our

business accountability and credibility. At PensionBee,

we act ethically in all business dealings. We set clear

expectations for our suppliers and detail how they

should adhere to ethical business principles too.

We are committed to achieving a better understanding

of the structure and complexity of our supply chain

to identify actual and potential risks to our business,

customers and employees.

•

We implemented a new Enterprise Asset

Management platform to enhance supplier and

third-party management by providing oversight of

assets, strengthening accountability and reducing

third-party risk.

•

For oversight and engagement with certain suppliers,

we followed the framework defined within the

PensionBee Third Party Management Policy,

which includes an established centralised process

for identification, customised due diligence and

approval of certain suppliers and other third parties.

•

We expanded the scope of our PensionBee

Anti-Bribery and Corruption Policy, and our

approach to Supplier Business Ethics.

•

We engaged with our money managers’ stewardship

teams and our proxy voting provider, ISS.

•

We continued to be members of ShareAction’s

Long-term Investors in People’s Health initiative.

•

We were an investor signatory and continued to

disclose under the Workforce Disclosure Initiative

(‘WDI’), achieving a WDI disclosure score of 99%

(2024: 99%).

PensionBee Group plc

44

Strategic Report

Communities

How we engaged

Why they matter to us

In seeking to achieve our vision of a world where

everyone can enjoy a happy retirement, we aspire to be a

corporate role model in society and to lead by example.

We listen and work to ensure all voices, including those

of marginalised groups, are heard in the retirement

system. We regularly engage with local community

organisations to learn more about the challenges they

face and look for opportunities to support them in

achieving their goals.

We are active members of Better Bankside, a local

community organisation and where our London office

is situated. We participated in several local community

events, as well as charity volunteering days in the wider

London area.

•

We participated for the third year in Bankside Futures,

running a work experience session as part of the local

career exploration program designed for 16–18-year-

olds residing or studying in Southwark.

•

We celebrated our Black History Month Lunch at the

Africa Centre, supporting our Better Bankside friends

and neighbours, the Little Baobab restaurant.

•

We volunteered at Roots & Shoots, a vocational

and environmental charity in Kennington, to help

maintain their garden site.

•

We participated in ‘Movember’, raising awareness and

money to transform men’s health by funding research

and support for prostate cancer, testicular cancer,

mental health and suicide prevention.

•

We sponsored the Bristol Bees, an amateur women’s

football team in the Bristol Football Casual League,

and Wiltshire Cricket’s Girls Talent Pathway Under 11s,

13s, 15s and 18s teams.

•

We contributed to the ABI’s Flexible Working Charter,

as part of the House of Lords Home-based Working

Committee, to provide evidence and support for

flexible working and remote/home-based working.

Annual Report and Financial Statements 2025

45

Strategic Report

How we engaged

Why they matter to us

Planet

The future effects of extreme weather events caused

by climate change will jeopardise our customers’ chance

to enjoy retirement in a safe, fair and healthy world.

We seek to both minimise our own negative impact

on the environment and to offer an investment range

with appropriate options that prioritise climate-related

investing.

We continued to work with customers and money

managers to ensure that the sustainability profile

and voting policy of our plans aligned with our

customers’ views.

•

We offered our Paris-aligned investing option,

the Climate Plan, designed for savers who want to

reduce the total carbon emissions produced by the

companies in their retirement savings over time.

•

We continued to be active participants of the Better

Bankside Sustainability Group, to help drive positive

environmental change in our local community in

London SE1.

•

We supported environmental and climate-related

shareholder resolutions at the annual general

meetings of UK investee companies through

Voting Choice, using ISS’s Socially Responsible

Investment Policy.

•

We opted in to the State Street Sustainability

Stewardship Service for Company engagements

on our UK State Street plan range (Tracker,

Climate, 4Plus, and Preserve Plans).

•

We continued to be a signatory of the United Nations

Global Compact, committing to the principle of

promoting greater environmental responsibility.

•

We continued reporting our progress against our

public interim and long-term net zero targets for

Scope 1, 2 and 3 emissions, in line with the 1.5°C

goals of the Paris Agreement.

•

We expanded our Scope 3 operational emissions

(Category 11 Use of Sold Goods) and included

our Uruguayan office in our Scope 2 emissions

alongside the UK and US.

PensionBee Group plc

46

Strategic Report

How we engaged

Why they matter to us

Government and Regulators

In the UK, our policy framework is set by the Department

for Work and Pensions (‘DWP’) and our regulator is

the Financial Conduct Authority (‘FCA’). In the US our

regulator is the Securities and Exchange Commission

(‘SEC’). In both jurisdictions our regulators seek to

maintain reliable, high-quality retirement systems

to improve consumer outcomes. Engaging with our

regulators enables us to positively influence the

development of regulation and policies which impact

upon PensionBee, our customers and retirement savers

in the UK and US.

We are frequent commentators on issues of national

importance to our customers and all retirement savers

via the media and are regular contributors to public

consultations on topics of key importance.

In the UK:

•

We launched the 10-day Pension Switch Guarantee

Campaign, aimed at driving change in pension

transfers across the industry for the benefit of

consumers. We published three reports, led a mutli-

channel media campaign, shared our work with

the regulators and industry, and launched a public

petition which received a government response.

In the UK (continued):

•

We published the ‘Cost of Disengagement’ report

which looked at how poor engagement with pensions

can have a staggering financial impact on retirement

outcomes, with a media campaign to raise awareness.

•

We participated in responses to FCA and DWP

consultations through our membership of the ABI

industry group. We also responded directly to the

FCA’s discussion paper on ‘Pensions: Adapting our

requirements for a changing market’, covering pension

transfers, consolidation and tools and modellers.

•

We participated in many ABI and HMRC working

groups relating to upcoming changes to inheritance

tax changes on pensions.

•

Our Chief Business Officer UK participated in the

DWP’s pensions dashboard project via membership

of the Pensions Dashboard Advisory Group.

•

We wrote to the newly formed Pensions Commission

to urge them to deliver bold reforms to secure

better retirements for millions of UK savers.

In the US:

•

We met with stakeholders in Congress to discuss

faster and more efficient transfers for US consumers.

•

We formally engaged with the Department of Labor

to request better investment options for Automatic

Rollover IRAs.

•

We raised consumer awareness of the impact of

Safe Harbor IRA fees and published a white paper,

in collaboration with the Employee Benefits

Research Institute, to quantify the scale of the

problem nationally.

Annual Report and Financial Statements 2025

47

Strategic Report

Section 172 Statement

Section 172 of the Companies Act 2006 (‘s172’) requires Directors to 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

shareholders as a whole and, in doing so, have regard to matters including the items set out in the

tables that follow.

The Board seeks to understand and carefully consider our key stakeholders’ interests, concerns and

perspectives. The Board recognises that each decision will have a different impact on and relevance

to each stakeholder, so a sound understanding of their priorities is key. While the Board engages

directly with some groups of stakeholders, engagement takes place at all levels of the Company,

across the business.

Feedback from the engagement at Board level and across the business is reported back to the

Board and the Board Committees to help inform decision-making. The Board exercises independent

judgement when balancing any competing interests in order to determine what it considers to be

the most likely outcome to promote the long-term sustainable success of the Company.

Further details and specific examples of how the Board and Company engage with our stakeholders,

and their interests and needs, can be found above on pages 40 to 47 (Stakeholder Engagement)

within the ESG Considerations section of the Strategic Report.

Further details of how the Board operates, including certain of the matters it discussed during the

year, having regard to its s172 duties, are contained on pages 76 to 77 of the Corporate Governance

Statement within the Corporate Governance Report.

Section 172 Requirement

Further Information

The likely consequences of any

decisions in the long term

About Us, pages 8-25

Our Business Model, page 28

Chief Financial Officer’s Review, pages 30-37

Measuring our Performance, pages 38-39

ESG Considerations,

pages 40-49

Climate-related Disclosures, pages 50-55

Managing our Risks, pages 56-63

The interests of the

Company’s employees

ESG Considerations pages 40-49

The need to foster the Company’s

business relationships with

suppliers, customers and others

About Us, pages 8-25

ESG Considerations, pages 40-49

The impact of the Company’s

operations on the community

and environment

About Us, pages 8-25

Climate-related Disclosures, pages 50-55

ESG Considerations, pages 40-49

Managing our Risks, pages 56-63

The desirability of the Company

maintaining a reputation for high

standards of business conduct

Managing our Risks, pages 56-63

Corporate Governance Statement, pages 72-80

Audit and Risk Committee Report, pages 85-92

The need to act fairly as between

shareholders and the Company

ESG Considerations, pages 40-49

Corporate Governance Statement, pages 72-80

PensionBee Group plc

48

Strategic Report

I’ve found working with the PensionBee

app easier than I imagined. The simplicity

of it was the thing that attracted me. I find the

ease of flicking it open and seeing a single figure,

that’s what your investment is worth today. It’s

quite comforting and very easy-to-understand”

Nigel, 76

PensionBee Customer since 2024

Annual Report and Financial Statements 2025

49

Strategic Report

10

Climate-related Disclosures

As a UK-listed company, we are required to disclose the operational emissions from our US and

Uruguay offices, in addition to those from the UK.

All carbon dioxide emissions and energy consumption figures related to emissions from operations

in the UK, the US and Uruguay. The Company does not have any operations in other offshore areas.

Methodology

The following methodology was applied in the preparation and presentation of this data.

The calculation of the energy consumed for the following categories:

•

Combustion of fuel (not applicable to the Company).

•

Operation of its facilities.

•

Purchase of electricity, heat, steam or cooling by the Company for its own use.

•

Selection and application of appropriate regional emission factors (UK: ‘DEFRA 2025’, US: ‘EPA

2025’ and Uruguay: ‘SINGEI: 2025) to the Company’s activities to calculate GHG emissions in line

with the Greenhouse Gas Protocol published by the World Business Council for Sustainable

Development and the World Resources Institute (‘WBCSD/WRI GHG Protocol’).

•

Scope 2 emissions reporting methods - application of location-based and market-based

emission factors to the electricity supplies.

•

Inclusion of all the applicable Kyoto gases, expressed in carbon dioxide equivalents, or CO

2

e.

•

Presentation of gross emissions, as the Company does not purchase carbon credits (or

equivalents).

Absolute Emissions

The total Scope 2 GHG emissions from the Company’s global operations in the year ending

31 December 2025 were as follows:

•

9.67 tonnes of CO

2

equivalent (tCO

2

e) when using a location-based emission factor methodology

for Scope 2 emissions.

•

0.00 tonnes of CO

2

equivalent (tCO

2

e) when using a market-based emission factor methodology

for Scope 2 emissions.

Sustainability Report

Reflecting the increasing depth of our climate and sustainability disclosures, we have published a

dedicated

2025 Sustainability Report

. This approach ensures our Annual Report remains concise,

while providing ESG specialists with the comprehensive data required to track our long-term

progress. By separating these disclosures, we offer a more transparent and holistic view of our ESG

strategy and frameworks.

While a summary of our Task Force for Climate-related Disclosures (TCFD) for 2025 is included below,

our full and detailed disclosures are hosted in our Sustainability Report this year.

Streamlined Energy and

Carbon Reporting

This section has been prepared in accordance with our regulatory obligation to report GHG

emissions pursuant to the Companies (Directors’ Report) and Limited Liability Partnerships (Energy

and Carbon Report) Regulations 2018, which implement the government’s policy on Streamlined

Energy and Carbon Reporting (‘SECR’).

This is our fifth year of reporting under the SECR requirements. The reporting period is the same as

the Company’s financial year, 1 January to 31 December 2025.

Organisation Boundary and Scope of Emissions

We have reported on all emission sources required under the Companies Act 2006 (Strategic Report

and Directors’ Reports) Regulations 2018. These sources fall within the Company’s consolidated

financial statements.

An operational control approach has been used to define our organisational boundary. This is the

basis for determining the Scope 1, 2 and 3 emissions for which the Company is responsible.

PensionBee Group plc

50

The Scope 2 emissions reported above include purchased electricity, which covers the energy used

for heating its facilities.

Note that no Scope 1 emissions were generated by PensionBee, so these are not included in this

report. Scope 3 emissions are also not included because quoted companies are not required

to report on any Scope 3 categories. For a breakdown of our Scope 3 operational and financed

emissions, please refer to the Task Force on Climate-related Financial Disclosures section within

this report, and for the detail please see our 2025 Sustainability Report (which is available on the

Company’s website:

2025 Sustainability Report

.

Intensity Ratio

As well as reporting the absolute emissions, the Company’s 2025 global GHG emissions are reported

below using the metric of tonnes of CO

2

equivalent per million pounds of PensionBee Revenue for

the Group. Note that the Company’s operational emissions in the UK use different emissions factors

to those used in the US and Uruguay.

11

The intensity metric is as follows:

•

0.23 CO

2

e per million pounds of Revenue using the location-based method.

•

0.00 CO

2

e per million pounds of Revenue using the market-based method.

Target and Baselines

Our objective is to maintain or reduce our GHG emissions per £m of Revenue each year, and

we report each year whether we have been successful in this regard. Our 2025 global absolute

emissions for the UK, US and Uruguay

12

have seen an increase of 3.94% using the location-based

method for Scope 2 emissions, reflecting an increase in usage in the US, consistent with the

increasing size of our operation there, but a decrease in usage in the UK. See Total Energy Use table

below. Absolute emissions using the market-based method have remained consistent at 0.00 tCO

2

e.

In 2025, we continued to successfully reduce energy usage in our UK office space, building on the

efficiencies implemented as part of our 2024 internal energy audit. The resulting impact of these

measures enabled us to see a further decrease in UK Scope 2 emissions for our own office, but also

11 The UK Government’s GHG conversion factors for company reporting are published annually:

gov.uk/government/publications/

greenhouse-gas-reporting-conversion-factors-2024

.

In the US, GHG emissions factors can be found on the United States Environmental Protection Agency’s GHG Emission Factors Hub:

epa.gov/climateleadership/ghg-emission-factors-hub

.

Uruguay’s grid is almost entirely based on renewables, meaning the grid factor is very low. We have used an IEA emissions factor

for Uruguay for 2025.

12 PensionBee US began renting coworking space for Uruguay-based colleagues in April 2025, due to the limited number of access

passes, no emissions were generated from this operation as of 31 December 2025.

the energy consumption of all building tenants. These changes impacted our Scope 2 absolute

emissions in the UK, which saw an overall decrease of 19.5%. Our Scope 2 absolute emissions in the

UK decreased to 6.69 tCO

2

e in 2025, down from 8.30 tCO

2

e in 2024.

Our energy usage in the US and Uruguay is fixed, as it is based on our use of serviced offices which

measures energy usage by desk and floor space.

The Company’s intensity ratio metric decreased 18.75% from 2024 to 2025. Our overall GHG

emissions per £m of Revenue for the Group decreased to 0.23 tCO

2

e/£m Revenue in 2025, down

from 0.28 tCO

2

e/£m Revenue in 2024.

Key Figures

PensionBee – Scope 2 emissions (location-based) (tCO2e) breakdown by operating location

8.4

12.1

9.9

9.3

9.7

2021

2022

2023

2024

2025

Scope 2 (UK)

Scope 2 (US)

Annual Report and Financial Statements 2025

GHG Emissions

2021

2022

2023

2024

2025

Scope 1

Tonnes

CO

2

e

-

-

-

-

-

tCO

2

e/£m

Revenue

-

-

-

-

-

Scope 2

(location-based)

Tonnes

CO

2

e

8.36

12.07

9.91

9.30

9.67

tCO

2

e/£m

Revenue

0.64

0.67

0.42

0.28

0.23

Scope 2

(market-based)

Tonnes

CO

2

e

-

-

-

-

-

tCO

2

e/£m

Revenue

-

-

-

-

-

Total GHG Emissions

(location-based)

Tonnes

CO

2

e

8.36

12.07

9.91

9.30

9.67

tCO

2

e/£m

Revenue

0.64

0.67

0.42

0.28

0.23

Total GHG Emissions

(market-based)

Tonnes

CO

2

e

-

-

-

-

-

tCO

2

e/£m

Revenue

-

-

-

-

-

Total Energy Use

Our Company’s total energy use for 2025 for the UK, the US and Uruguay operations was 47,865 kWh.

Global

2021

2022

2023

2024

2025

Electricity

(kWh)

Global

39,361

62,407

47,841

43,465

47,865

UK

39,361

62,407

47,841

40,105

37,778

US

-

-

-

3,360

10,005

Uruguay

-

-

-

-

82

Total

Energy Use

(kWh)

Global

39,361

62,407

47,841

43,465

47,865

UK

39,361

62,407

47,841

40,105

37,778

US

-

-

-

3,360

10,005

Uruguay

-

-

-

-

82

Total

39,361

62,407

47,841

43,465

47,865

Energy Efficiency Actions

In 2025, we took the following measures in the UK office to reduce our Scope 2 emissions, including:

•

Continuing to reduce energy consumption as part of our internal energy audit measures, by

adjusting timer and temperature settings in our main office and meeting rooms, turning heat/

air conditioning on later and off earlier, and changing the temperature at which units were

activated.

•

Continuing to work with building management to reduce energy consumption in communally

charged areas, including by reducing hours that reception area was staffed over public holidays.

•

Continuing to use 100% Renewable Energy Guarantees of Origin backed electricity in the UK.

•

Maintaining low business travel emissions, being a remote-first company with all meetings held

virtually by default or in central locations, easily accessible by public transport.

•

Continuing to be a paperless retirement provider and increasing the number of digital transfers

with paper providers.

•

Tracking and reporting the progress on the energy reduction rate against the Company’s public

net zero targets for Scope 1 and 2 emissions from the baseline year of 2022.

•

As a result of these actions, our energy usage in the UK office decreased by 5.80%. This is our

third consecutive year of decreasing energy use in the UK.

PensionBee Group plc

52

Strategic Report

Task Force on Climate-related

Financial Disclosures

We are reporting under the Task Force on Climate-related Financial Disclosures (‘TCFD’) for

the fourth year, building on our previous reporting. We continue to apply a proportionate and

appropriate approach to TCFD, assessing the reasonableness of the TCFD Implementation

Guidance (2021) with respect to the Company’s size, business model and constraints of data

coverage. Given our online business model and limited direct carbon footprint, we are an emission-

light company with respect to Scope 1 and Scope 2 emissions, as outlined in our SECR reporting.

Each year we seek to expand the scope of our emissions reporting. We are pleased in our fourth

year of TCFD reporting to have expanded our disclosure to include an additional category of

Scope 3 operational emissions.

A summary of our TCFD disclosures is below, but please see our 2025 Sustainability Report

for our full Scope 3 and TCFD disclosures, which is available on the Company’s website:

2025 Sustainability Report

.

In accordance with Paragraph 8(a) of UK Listing Rule 6.6.6R, all the disclosures presented here are

consistent with the TCFD Implementation Guidance (2021) to the extent described in the table

below:

Full:

Partial:

None:

With respect to our long-term ambitions, PensionBee is committed to achieving net zero emissions

across the entire business by 2050. This commitment is applicable to all direct (Scope 1) and

indirect (Scope 2) operational emissions, as well as financed emissions (Scope 3, Category 15)

from our wider value chain, which account for more than 98% of our Scope 3 emissions.

As a result of calculating our base year emissions, we were able to set near-term (‘interim’) targets

for 2030 and long-term (‘net zero’) targets for 2050, last year. These targets are detailed in our

2025 Sustainability Report

. We continue to commit to these science-based targets in line with

the 1.5°

C goals of the Paris Agreement.

Annual Report and Financial Statements 2025

53

Strategic Report

Governance

Reference

Consistency

Describe the Board’s oversight of climate-related risks and opportunities:

•

Our Board has the ultimate responsibility for Climate Risk, which is a Principal Risk. The Board takes responsibility

for the approval of PensionBee’s approach in relation to climate-related investment matters.

•

The Board monitors progress against climate targets through the Audit and Risk Committee, as part of the

Climate Change Governance Framework.

2025 Sustainability Report

Section 1.1

Page 35

Describe management’s role in assessing and managing climate-related risks and opportunities:

•

PensionBee’s culture is one of our most fundamental tools for effective risk management. Our management promotes risk awareness,

transparency and accountability, and places a strong emphasis on the timely identification, escalation and reporting of risks.

•

We have outlined management’s role in assessing and managing climate-related risks through our risk management framework,

which is described in the Managing our Risks section of the Strategic Report.

2025 Sustainability Report

Page 36

Section 1.2

Strategy

Reference

Consistency

Describe the climate-related risks and opportunities the organisation has identified over the short, medium, and long-term:

•

Climate-related risks and opportunities identified over the short, medium and long-term have been described,

considering scenario analysis across three different timeframes and impacts.

2025 Sustainability Report

Section 2.1

Page 36

Describe the impact of climate-related risks and opportunities on the organisation’s businesses, strategy, and financial planning:

•

Minimising Climate Liability Risk in our investment portfolio is a priority for our business and our customers.

•

We see significant opportunities to address the challenges of climate change through our plan range and to being

recognised as a leader in this field, such as through our Paris-aligned Climate Plan.

•

We have outlined plans to support the transition to a low carbon economy.

2025 Sustainability Report

Section 2.2

Page 38

Describe the resilience of the organisation’s strategy, taking into consideration different climate-related scenarios,

including a 2°

c or lower scenario:

•

We have described how resilient our strategies are to climate-related risk and opportunities under different

climate-related scenarios: orderly, disorderly and failed transition. We have also described the quantitative as well as

qualitative impact to our revenue as a result of these different transition scenarios.

2025 Sustainability Report

Section 2.3

Page 39

Risk Management

Reference

Consistency

Describe the organisation’s processes for identifying and assessing climate-related risks:

•

Climate Risk drivers can be grouped into categories of sub-risks relevant to PensionBee:

›

Climate Business Continuity Risk

›

Climate Compliance Risk

›

Climate Liability Risk

›

Climate Third Party Supplier Risk

•

We have described our processes for identifying and assessing climate-related risk, which

are set out in our disclosure and the Managing our Risks section of the Strategic Report.

2025 Sustainability Report

Section 3.1

Page 42

Strategic Report

Managing our Risks section

Pages 56-63

PensionBee Group plc

54

Strategic Report

Describe the organisation’s processes for managing climate-related risks:

•

Climate Risk management is a part of our comprehensive risk management framework, ensuring adequate identification,

management and communication of climate risks as they arise, so that decisions can be made on a timely basis.

•

We have described our processes for managing climate-related risk, which are set out in our disclosure and the

Managing our Risks section of the Strategic Report.

2025 Sustainability Report

Section 3.2

Page 42

Strategic Report

Managing our Risks section

Pages 56-63

Describe how processes for identifying, assessing, and managing climate-related risks are integrated

into the organisation’s overall risk management:

•

We have described how our processes for identifying, assessing, and managing climate-related risks are

integrated into our overall risk management framework.

2025 Sustainability Report

Section 3.2

Page 42

Managing our Risks section

Pages 56-63

Metrics & Targets

Reference

Consistency

Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with

its strategy and risk management process:

•

PensionBee tracks a number of metrics in order to measure and manage exposure to climate-related risks and opportunities.

•

These currently include energy and emissions as part of our SECR reporting obligations, our TCFD reporting

and our public commitment to achieve net zero emissions by 2050.

•

The range of portfolio metrics (and units) we used for reporting in 2025 were:

›

Weighted Average Carbon Intensity (‘WACI’) (tonnes CO

2

e per $m Revenue)

›

Carbon Footprint (tCO

2

e / $m Invested)

›

Carbon Intensity (tonnes CO

2

e per $m Invested)

›

Absolute Carbon Emissions (Scope 1 and 2) (tonnes CO

2

e)

2025 Sustainability Report

Section 4.1

Page 42

Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas (‘GHG’) emissions, and the related risks:

•

We have disclosed Scope 1 and Scope 2 GHG emissions for 2025 as per our SECR obligations.

•

We have disclosed our Scope 3 Category 15 financed emissions for 2024, as this data is available with

a one-year delay from our money managers.

•

We have expanded our Scope 3 disclosure to include Categories 1, 3, 5, 6, 7, and 11, Use of Sold Products,

which measures our app usage.

2025 Sustainability Report

Section 4.2

Page 43

Describe the targets used by the organisation to manage climate-related risks and opportunities

and performance against targets:

•

We have committed to long-term climate action. We will now report progress against targets for the management

of climate-related risks and opportunities.

•

We are committed to ensuring that we use the most up to date and relevant calculation methodologies as climate science for

our sector, as it evolves. Our metrics are reviewed regularly as part of our Target Review Process, which is overseen by the Board.

2025 Sustainability Report

Section 4.3

Page 44

Annual Report and Financial Statements 2025

55

Strategic Report

11

Managing our Risks

Risk Management Framework

As we continue to expand, we are committed to evolving the risk management framework while

promoting simplicity, honesty and quality, in line with PensionBee’s values. During 2025, this

included the development of our Material Control Library, providing the Board with detailed visibility

over the ongoing management of identified risks.

Risk Culture

PensionBee’s culture and values are fundamental tools for effective risk management. The

mindset and behaviour of all individuals and departments inside PensionBee play a crucial role

in the execution of our risk management strategy and informs the practical application of our

risk management framework. This applies throughout our operations. Through the continuous

strengthening of our risk culture, we reinforce individual and collective risk management roles and

responsibilities and promote both challenge and collaboration.

Our Executive Management Team and our Board promote risk awareness, transparency, and

accountability, with emphasis placed on the timely identification, escalation and reporting of risk.

They ensure that employees understand our approach to risk management and that everyone is

held accountable for behaviours and actions that support our risk culture.

Keeping our employees informed and providing appropriate training ensures that risk management

is a shared responsibility across the business. This is achieved in part through mandatory onboarding

training upon commencement of employment, followed by annual risk and compliance training for

all employees, and targeted Company-wide targeted refreshers.

Risk Appetite

The Board expects that PensionBee can manage its operations without any material disruptions to its

core services and without material adverse impact on its ability to satisfy its obligations to customers

and other key stakeholders in a proactive and effective manner, within the Board’s risk appetite.

The risk appetite is set by the Board, with Risk Appetite Statements formalised within the Risk

Governance Framework (‘RGF’) which serves as the point of reference for the underlying principles of

PensionBee’s risk management.

PensionBee maintains a comprehensive risk management framework, with risk management

acknowledged as the collective responsibility of all employees. The framework puts in place the

structure and processes required to ensure that the risks assumed in the execution of our strategy

are understood and managed across the Company within the acceptable levels set by the Board,

and that the Company meets its obligations to key stakeholders, (including customers, employees,

shareholders and regulators), and meets its statutory duties and legal obligations.

The components of our risk management framework are designed to ensure adequate identification,

communication and management of risks as they arise, so that decisions can be made to respond

to those risk on a timely basis. Enabling a proactive, forward-looking risk management approach,

focused on identifying any emerging risks and preventing them from materialising. The diagram that

follows captures the main framework components.

Risk

Culture

Risk

Identification

Risk

Appetite

Risk

Monitoring

and Reporting

Risk and

Control

Assements

Policy and

Governance

Roles and

Responsibilities

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Strategic Report

The RGF is reviewed by the Board twice a year to ensure any changes in the external environment,

internal operational processes or PensionBee’s business strategy are reflected.

The Board’s risk appetite can broadly be described as low. A higher risk appetite is adopted for

certain specific Level 2 sub-risks (which are the more granular risk categories that sit below Principal

Risks), generally where a risk arises as a function of the business model.

Where the Board has approved a higher risk appetite, regular status updates are provided as to the

continued monitoring or control improvement activities relating to the risk, to enable the Board to

assess the status of the risk with the best available data. This is achieved both through the Board

circulation of the Monthly Risk Review (‘MRR’) and at Audit and Risk Committee (‘ARC’) meetings.

Additionally, these risks are assessed during the annual Risk and Control Self Assessment (‘RCSA’)

with any changes to the residual risk rating or mitigations highlighted for Board consideration.

Roles and Responsibilities

Risk management roles and responsibilities are defined to facilitate transparent risk management

practices and proactive risk management processes across the Company. We adopt the ‘Three Lines

of Defence’ model which ensures adequate checks and balances are in place to enable us to operate

in a risk efficient manner, within the risk appetite set by the Board.

The Board has overall responsibility for the RGF and for ensuring that an adequate system of internal

controls is maintained, appropriate for PensionBee’s business and the risks to which we are exposed.

The ARC assists the Board with the oversight of all risk management activities.

Our Three Lines of Defence model and key responsibilities are described below:

First Line of Defence

All individuals and departments in PensionBee are considered to be the First Line of Defence,

responsible for adhering to internal policies and applicable regulatory requirements while

performing their business activities.

All individuals and departments are expected to provide their ongoing input and feedback to the

respective risk owner who is responsible for identifying and managing risks, and for designing and

operating an effective system of internal controls, which are documented, as appropriate, within the

centralised control library. All employees are expected to comply with PensionBee’s applicable risk

controls relevant to such employee’s activities and to escalate any new risks, incidents or suspicious

activity promptly. Department heads manage day-to-day business operations in accordance with

internal policies and departmental procedures and promote PensionBee risk culture.

Second Line of Defence

The Second Line of Defence consists of our Risk Management Team and Second Line Compliance

Team, as well as the Second Line oversight committees (the Risk Stakeholder Group (‘RSG’) and the

Information Security Committee (‘ISC’).

The Risk Management Team is responsible for maintaining PensionBee’s risk framework and

for oversight of the First Line’s risk management activities. This includes assurance on the risk

assessments, monitoring the adequacy of controls and tracking completion of any required control

improvements. The Risk Management Team also manages the risk policy framework and oversees

the First Line’s annual policy reviews, reporting on the risk profiles and on adherence to the Board’s

risk appetite.

The Second Line Compliance Team ensures that PensionBee has proportionate, risk-based internal

policies, embedded to enable compliance with all applicable regulatory requirements. They work

with the First Line of Defence to ensure that business changes are implemented in line with

regulation, advise on regulatory developments, and promote awareness of financial crime and the

Financial Conduct Authority’s Consumer Duty related risks.

Third Line of Defence

External assurance providers performing independent reviews of our strategy, systems and

processes are the Third Line of Defence. These external parties provide the Board with additional

assurance over the effectiveness of the risk framework. They are appointed based on their sector

expertise, for example, investment management, finance, regulatory compliance and information

security expertise. The ARC is kept up to date with the progress and outcome of these reviews.

In 2025, an external independent advisor provided a review of PensionBee’s risk governance

framework and associated policies and procedures, resulting in an advisory report being prepared

and issued to the Audit and Risk Committee.

Annual Report and Financial Statements 2025

57

Strategic Report

The diagram that follows sets out the key external assurance providers engaged by PensionBee:

*

In 2025 an external outsourced advisor provided external review of risk governance function, policies and procedures in 2025.

** A pension technical auditor specialises in auditing pension schemes, ensuring they comply with regulations.

Board of Directors

External Outsource

Advisor

*

Information

Security Auditing

(BSI & Assent)

Information Security

Assessments

(Cyber Essentials Plus,

External Penetration Testing)

Pension Technical

Auditor

**

(Enhance)

Third Line

of Defence

Risk

Management

Second Line

Compliance

Risk Stakeholder

Group

Information Security

Committee

Second Line

of Defence

Operations

(Customer Success, Compliance and Banking)

,

Technology

(including Information Security)

, Finance, Product Management,

Marketing, Engagement, First Line committees

First Line

of Defence

Audit and Risk

Committee

Remuneration

Committee

Nomination

Committee

Committee

Oversight

Risk Stakeholder Group

The RSG, which meets monthly, consists of the Executive Management Team, the SVP Information

Security, the Head of First Line Compliance, the Head of Second Line Compliance, the US General

Manager, and other senior managers as required. The RSG discusses the status of the Company’s risk

profile, internal control effectiveness, incident status and trends, and audit findings. All materials and

minutes of the RSG meetings are shared with the Board. The RSG welcomes visits by Board members

who periodically observe the meetings and share their insights.

Information Security Committee

The ISC meets three times a year and provides oversight of the effectiveness of the Information

Security Management System (‘ISMS’) including relevant processes, risks and controls. The primary

aim of the ISC is to ensure compliance with the ISMS, which is certified to the ISO/IEC 27001:2022

information security standard, and to ensure continuous improvement. The Chief Executive Officer,

Chief Financial Officer, Head of Risk Management, Chief Legal Officer & General Counsel or Chief Risk

Officer, Chief Technology Officer and the SVP Information Security are members of the ISC.

PensionBee is focused on proactive risk management in accordance with the PensionBee Risk

Management Policy, which contains specific requirements set to ensure the risk profile is managed

within the Board’s risk appetite. The Board, including via the work of the ARC, periodically reviews

PensionBee’s principal and emerging risks.

All identified risks for PensionBee are documented and periodically evaluated. A risk register contains

the risk details underlying our identified principal risks, which are currently grouped as follows:

Regulatory, Information Security, Operational, Financial, Strategic and Climate Risks.

The risk taxonomy sets out Principal (or Level 1) Risk categories to which PensionBee is exposed.

Periodic risk and control reporting is aligned to Level 2 Risk. RCSAs are completed at a more granular

Level 3 Risk level.

Level 1 Risks

Level 2 Risks

Our governance structure enables the Board to effectively oversee PensionBee’s risk management.

As set out in the above diagram, the Board has established three sub-committees (‘Committees’) to

assist it. Each Committee is chaired by a Non-Executive Director. All Board members, select members

of the Executive Management Team and the Company Secretarial function attend Committee

meetings. The chair of each Committee may also request a private meeting with the Second Line

of Defence or the external assurance parties if required.

PensionBee maintains a set of internal policies which are reviewed annually. Our policies are

a set of internal requirements that establish the rules and help our employees to understand

their responsibilities.

PensionBee Group plc

During 2025, risk assessments were performed for 173 Level 3 risks, which fed into consolidated

reporting on the full risk profile across 46 Level 2 risk categories.

Risk and Control Assessments

The risk assessments are performed during our comprehensive annual RCSA process, or

more frequently if any material changes in the risk profile are identified. The purpose of the

RCSA process is to enhance risk awareness, improve risk control effectiveness and strengthen

organisational resilience.

The risk assessments are performed by the First Line, with independent risk and control assurance

provided by the Second Line, taking into consideration the internal control environment and

any changes in the external factors including political, economic, social, technological and legal

considerations.

The risks are evaluated on an inherent and residual basis (i.e. before and after considering the

existing controls and mitigating factors). The risk ratings are assigned based on their estimated

likelihood and potential impact, in accordance with the RGF. Periodic risk reporting throughout the

year uses risk appetite as a benchmark. This way each risk is assessed as either ‘within’ or ‘outside’

of risk appetite.

Risk Monitoring and Reporting

The Risk Management Team periodically reports on the status of PensionBee’s risk profile. The MRR

includes an analysis of top risks, an overview of control improvement activities, the results of Second

Line assurance, the status of internal policy reviews and regulatory reporting, incidents root cause

and trend analysis, and updates on other risk and resilience initiatives. The MRR is presented to the

RSG and is shared with the Board monthly.

The MRR includes Information Security risks and updates on progress with information security

related assurance activities such as ISO surveillance audits, the Cyber Essentials certification scheme

and penetration testing. The ISC expands on this in detail and reviews progress with the information

and cyber security programme.

In addition, the Risk Management Team produces a risk report which is presented in relevant

ARC meeting. This enables the ARC to periodically review the entire risk profile of PensionBee,

with discussions held during the meetings about control improvements for any risks which are

assessed as being outside of the Board’s risk appetite.

Risk Systems

Risk management systems play a crucial role in enabling us to proactively manage risks, while

aligning with the Board’s risk appetite and the Company’s objectives. They allow us to systematically

manage risks while supporting our growth by helping to manage uncertainty.

Information Security Risk Management

In 2025, the ‘BeeSecure’ Information Security Strategy was implemented as part of PensionBee’s

ongoing commitment to safeguarding our digital assets and maintaining robust cyber resilience.

An element of the strategy is the ‘Zero Trust’ information security program, which has been

operational since January 2025. Its core objective is to embed a ‘never trust, always verify’ approach

across eight domains: IT Service Management, Access Control, Device and Application Trust, Culture

and Awareness, Threat Detection & Intelligence, IT Resilience, Information Security Compliance

Audits and Data Protection. This program assists PensionBee in keeping sensitive data and systems

secure, regardless of the location, strengthening resilience and addressing potential risks from the

evolving global cybersecurity landscape.

Information Security Framework and Governance

The CTO has ultimate accountability for information security at PensionBee.

Reporting into the CTO, the SVP Information Security is responsible for the ISMS, which includes the

delivery of the ‘BeeSecure’ and the ‘Zero Trust’ programs.

The ISC provides oversight and assurance, reporting the outcome of committee discussions to the

Board. Security metrics in the form of key performance indicators (‘KPIs’) are reviewed by senior

stakeholders at the ISC and are used to measure the progress of the ISMS against its objectives to

ensure we remain focused on continuous improvement.

PensionBee maintains a comprehensive ISMS and certification to the internationally recognised

ISO/IEC 27001:2022 information security standard. PensionBee also holds the Cyber Essential

Plus certification, which relates to a government-backed scheme that helps to improve cyber

security controls.

Annual Report and Financial Statements 2025

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Strategic Report

Information Security Culture

The security training and awareness programme is delivered in different forms, including via

interactive annual compliance training, the sharing of significant data breaches experienced by

others across the globe, and personalised classroom training which includes plausible cyber incident

scenarios. These exercises test and refine the Company’s cyber response plan, ensuring readiness

against both traditional and evolving threats. By making cyber risk visible and actionable at the

individual level, PensionBee aims to foster a more security-conscious workforce and to further

embed strong information security practices across the organisation.

Data Security and Privacy Controls

The security of our online application and ensuring that our customers’ personal data is well-

protected, are of paramount importance. The data is protected at rest, in transit and in use, through

a defence-in-depth approach.

All communications, and the flow of data between our customers’ browsers and our website, is

secured using 128-bit TLS encryption, to ensure all data in transit is secure, and that only people

authorised to view personal information can do so. Information is stored in secure databases, and

data segregation between systems is also in place. All data centres are compliant with multiple

internationally recognised standards and information security frameworks such as ISO 27001, SOC 2

Type II, UK Cyber Essentials Plus, NIST or PCI DSS.

Customers are given additional protections against identity fraud and account compromise

using a variety of techniques including digital customer identity verification, which incorporates

facial similarity check and bank account verification. PensionBee also implemented multi-factor

authentication.

Principal Risks and Uncertainties

Principal Risks

We have identified six Level 1 risks which could potentially have a material adverse impact on

PensionBee’s business or long-term performance, and if not appropriately mitigated, they could also

result in significant reputational damage due to unfavourable public perceptions of the Company’s

business prospects. These risks could arise from internal or external events, acts or omissions. The

risks summarised below do not purport to be exhaustive, as there may be additional risks that have

not yet been identified, or which have been deemed to be immaterial.

Regulatory Risk

Our business is subject to risks relating to changes in government policy and applicable regulations.

Any regulatory changes which are negative for our business could have a material adverse effect on

our business prospects.

In the UK, PensionBee’s Limited is principally subject to regulation from the Financial Conduct

Authority (‘FCA’) and relevant rules and guidance from HMRC and the Information Commissioner’s

Office (‘ICO’). In the US, PensionBee Inc. is principally subject to regulation from the Securities

and Exchange Commission (‘SEC’), Financial Industry Regulatory Authority (‘FINRA’) guidance and

Department of Labor (‘DOL’) rules, in addition to state level regulations.

PensionBee may fail, or be held to have failed, to comply with regulations. Such regulations and

approvals may change, making compliance more onerous and costly. If the regulators concluded

that PensionBee had breached applicable regulations, this could result in a public reprimand, fines,

customer redress or other regulatory sanctions.

In addition, PensionBee may be subject to complaints or claims from customers and third parties in

the normal course of business. If a large number of complaints, or complaints resulting in substantial

customer and third-party related losses, were to be upheld against PensionBee, it could have a

material adverse effect on our business and financial condition.

Information Security Risk

PensionBee faces various risks related to the confidentiality, availability and integrity of our IT

systems.

We are required to handle confidential and personal data in compliance with strict data protection

and privacy laws in the UK and US, including the Data Protection Act, GDPR, US state-specific

data privacy and data protection requirements and applicable safeguarding regulations including

elements of the Gramm-Leach-Bliley Act and state enactments of this legislative framework. The loss

or misuse of data could result in a material loss of business, financial losses, regulatory enforcement

actions and significant harm to our reputation. If our information security policies, procedures and

processes relating to personal data are not fully implemented and adhered to by our employees, or

if any of our third-party service providers fail to manage data in a compliant manner, we could face

financial sanctions and reputational damage.

Furthermore, our operations are susceptible to cyber crime and loss or theft of data. Failure to

prevent such actions, including circumvention of our information security policies, procedures

and processes, could result in financial losses, business interruption and unauthorised access or

disclosure of personal data.

PensionBee Group plc

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Strategic Report

There is also a risk of ineffective controls, or failure of controls, that are in place to ensure our

technology architecture is fit for purpose, including the infrastructure required to support

applications, networking, hardware and software, resulting in our inability to meet the standards

required to deliver to internal and external user expectations.

Operational Risk

During the regular course of business, we may be exposed to adverse financial or reputational

impact due to inadequate or failed internal processes, people performance or IT systems, or due

to third-parties or external events. Key operational process risks are linked to our customer service,

banking, finance, marketing and change implementation. Operational Risk also includes our risks in

the areas of human resource management, enterprise risk management and internal governance.

PensionBee is dependent on third-party providers for the provision of asset management, banking

and technology services. Any termination, interruption or reduced performance of the services

provided by these third-parties could negatively impact our business operation and have a material

adverse effect on our reputation and profitability.

Our operational infrastructure and business continuity may be affected by other failures or

interruptions, some of which are events beyond our control. Our systems and the systems of

our third-party providers may be vulnerable to fire, flood or other natural disasters; power loss,

telecommunications or data network failures; improper or negligent operation by employees or

service providers; unauthorised physical or electronic access or other factors. There is no guarantee

that our preventative measures would protect us from all potential damage arising from the events

described above.

Financial Risk

Market Risk

Our business may be adversely affected by negative sudden or prolonged fluctuations in global

capital markets. We generate the majority of our Revenue in the form of fees charged on a recurring

basis, calculated by reference to the value of our Assets under Administration. Our Revenue

and profitability are therefore directly influenced by the health of the global capital markets. A

deterioration in the global economy and a resulting decline in capital markets, or an increase in

volatility, may have a negative impact on the value of our customers’ pensions and their overall

confidence to make new contributions or to consolidate new retirement savings into their

PensionBee retirement account.

Credit Risk

PensionBee is dependent on third-party financial services providers for the provision of asset

management and banking services. We are reliant upon these third parties for the safekeeping of our

own and our customers’ assets. A default by one of these third-parties would have a material adverse

effect on our reputation and financial position.

Strategic Risk

The retirement savings market is competitive and there is no guarantee that we will be able to

continue to maintain the growth levels we have achieved to date, nor that we will be able to

maintain our financial performance either at historical or anticipated future levels. Our competitors

include a variety of financial services firms, and our market is characterised by ongoing technological

innovation, including of the underlying infrastructure and user experience. There is no guarantee

that we will outpace our competitors. In addition, the retirement savings market remains cost-

sensitive and competitors could materially undercut our fees, thereby generating pressure on our

Revenue. Any failure to maintain our competitive position could lead to a reduction in Revenue and

profitability, as well as reduced future growth.

We are dependent upon the experience, skills and knowledge of our Directors and our Executive

Management Team to implement our strategy. The loss of a significant number of Directors,

Executive Management and/or other key employees, or the inability to recruit suitably experienced,

qualified and trained staff as needed, may cause significant disruption to our business and the ability

to achieve our strategic objectives.

Climate Risk

As climate change intensifies, dangerous weather events are becoming more frequent and more

severe. More frequent and intense droughts, storms, heat waves, as well as the rising sea levels,

melting glaciers and warming of the oceans, can directly harm life, reduce the value of assets and

income streams, and wreak havoc on people’s livelihoods and communities.

These significant shifts in the global climate have the potential to adversely affect our employees,

customers and other stakeholders, and may have broader implications on economic and social

aspects. Through impacting productivity growth, climate change can influence monetary policy,

resulting in the changes in economic variables such as inflation, economic growth and employment.

Any of these changes could in turn have a material adverse effect on our business and financial

position.

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Strategic Report

Summary of Risks and Mitigations

Through the application of our robust risk management framework, we have taken appropriate steps to manage risk within the Board’s risk appetite.

A summary of Principal Risks and the corresponding key mitigations follows.

Principal Risk

Risk Definition

Key Mitigations

Regulatory Risk

The risk of regulatory sanctions, material financial loss or

reputational damage the Company could suffer as a result of its

failure to comply with applicable laws, regulations, rules, or related

internal standards and codes of conduct

•

Maintaining a robust risk management framework and a set of internal policies

which are reviewed periodically

•

Adequate staff training and communication for key policies and procedures

•

Second line assurance programme providing oversight over the effectiveness

of regulatory compliance and related controls

•

Robust change management governance requiring regulatory compliance sign-off

•

Regulatory capital and liquidity planning and monitoring through the Finance function

•

Regular interactions with industry bodies to proactively monitor trends

•

Values-based culture and strategy centred around Consumer Duty

Information Security Risk

The risk of data loss, theft or disruption of information systems

both internally and throughout the supply chain, which impacts

confidentiality, integrity and availability

•

Regular data back-up and restoration testing to allow for recovery in the event

of a cyber-attack or corruption of data

•

Regular user access reviews and recertifications

•

Proactive technical vulnerability assessments and mitigation

•

Monitoring key third-party services and performance metrics

•

Ongoing infrastructure assessments against business requirements

•

Compliance and certification to ISO/IEC 27001:2022 and Cyber Essentials Plus

•

Monitoring of compliance with applicable regulation and legislation in respect of data protection

•

Maintaining a robust policy set and controls to keep information secure

•

Frequent training for all employees to promote a culture of security awareness

•

Continuing to invest in the information security programme to mitigate evolving cyber risks

•

Periodically testing business continuity plans for critical assets and functions

•

24x7 / 365 proactive threat detection and response for critical assets to prevent

malicious behaviour

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Strategic Report

Principal Risk

Risk Definition

Key Mitigations

Operational Risk

The risk of loss, disruption of business or adverse regulatory action

resulting from inadequate or failed internal processes, people

performance, systems, or due to third parties or external events

•

Internal governance to adequately oversee, challenge and escalate the risk positions

•

A comprehensive set of operational policies and procedures

•

Periodic Operational Risk and related key control assessments

•

Implementing automation to reduce manual processing

•

Automated Consumer Duty dashboard, monitoring customer outcomes

•

Robust third-party supplier selection and due diligence process with ongoing monitoring

of key suppliers

•

Periodic training for all employees and specialised training for Customer Success and other teams

•

Structured performance management for all employees and formalised succession planning

for key roles

•

Maintaining a risk-aware corporate culture based on accountability and transparency

Financial Risk

The risk of the Company’s inability to fulfil its financial obligations

or internal objectives due to loss of Revenue resulting from adverse

price movements in the capital markets, or the impact of worsening

creditworthiness or default of a key financial partner

•

Geographic and asset class diversification of investment plans

•

Recurring Revenue from long-duration assets

•

Financial planning based on scenario analysis

•

Maintaining adequate financial reserves

•

Internal controls in place monitoring capital quality and reserve levels

•

Partnering only with large and reputable money managers and banking institutions

•

Robust controls in place to ensure the integrity of financial data

Strategic Risk

The risk of failures in strategic planning and execution leading to

the Company not achieving its core objectives

•

Core objectives calibrated using customer and regulatory feedback

•

Ongoing assessment of competitor landscape and industry trends

•

Proactive product development and deployment cycles

•

Robust change management process

•

Prioritising talent acquisition and retention

•

Encouraging a culture of innovation

Climate Risk

The risk of negative impact of climate change or its broader

economic, financial and societal consequences on the Company, or

the Company’s failure to meet sustainability requirements from a

commercial, regulatory or stakeholder perspective

•

Small physical footprint, remote working, cloud-based technology

•

ESG screenings applied in our investment plans to reduce harmful exposures

•

Using third-parties that have robust business continuity plans in place

•

Investment portfolio exposure analysis considering climate change scenarios

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Strategic Report

12

Viability Statement

In the event that these modelled scenarios were to manifest, the Board has identified a number of

potential mitigating actions available to management. The primary levers for consideration would be

the reduction of discretionary marketing expenditure and the implementation of fixed cost savings.

The Board considers this approach to be reasonable, particularly as the Group’s financial position

strengthened further during 2025. This was marked by a second consecutive year of Adjusted

EBITDA profitability at the Group level and the maintenance of a robust cash balance of £32.6m as of

the end of 2025 (2024: £35.0m).

The UK business continues to serve as a profitable cornerstone for the Group, achieving its second

consecutive year of Adjusted EBITDA profitability and a Profit/(Loss) before Tax of £2.2m (2024: £(1.0)

m), through a sustained focus on self-funded growth and a strong market position. Meanwhile,

the US expansion continues to be funded by the £20m primary capital raise from October 2024,

alongside ongoing marketing support from our long-standing partner, State Street Investment

Management. To ensure a conservative approach, the financial modelling excludes associated US

Revenue; however, all potential US operating costs and short-term funding requirements remain

fully factored into the Group’s overall financial resource calculations.

The results of the modelling confirmed that the Group would be able to withstand the adverse

financial impact of these scenarios occurring together over the four-year assessment period and that

it would continue to be able to meet its liabilities and capital requirements. PensionBee Limited is

an FCA-regulated entity and is required to hold appropriate levels of own funds in constant excess

of its Liquid Capital Requirement. PensionBee Inc. is registered with the U.S. Securities and Exchange

Commission (‘SEC’) and is not subject to any capital resource requirements.

The Group’s medium-term plan underwent rigorous review and was approved by the Board in

December 2025. The stress test scenarios and associated mitigating actions were reviewed in

February 2026 and were subsequently approved in March 2026. The Directors confirm that they

have a reasonable expectation that the Group will be able to continue to operate and meet its

capital requirements and liabilities as they fall due over the four-year period to December 2029.

The Strategic Report was approved by the Board on 11 March 2026 and signed on its behalf by:

Romi Savova

Chief Executive Officer

11 March 2026

In accordance with Provision 31 of the UK Corporate Governance Code 2024, the Board has assessed

the viability of PensionBee Group plc and its subsidiaries (together the ‘Group’), considering a four-

year period to December 2029. The Board considers a four-year horizon to be an appropriate period

over which to assess the Group’s strategy and its capital requirements, considering the investment

needs of the business and the potential risks and uncertainties that could impact the Group’s ability

to meet its strategic objectives. The Board considers a four-year period to be an appropriate time

frame because this would likely capture the length of a potential downside business cycle and

provide sufficient time to identify and execute mitigating actions required to address the stress test

scenarios as outlined below.

This assessment has been made giving consideration to the financial position, regulatory capital,

and liquidity requirements of the Group (as set out on pages 30 to 37 of the Chief Financial Officer’s

Review within the Strategic Report), in the context of the Company’s strategy, business model, and

medium-term business plan, together with an assessment of the principal risks and uncertainties

(as set out on pages 56 to 63 of the Managing our Risks section of the Strategic Report). Such risks

have been categorised into Regulatory, Information Security, Operational, Financial, Reputational,

Strategic, and Climate Risk, in accordance with our risk management framework.

The Board-approved medium-term plan assumes the business continues to grow Invested

Customers and Assets under Administration (‘AUA’) through continued investment in its customer

proposition, marketing, people and technology. It is assumed that there are no significant or

prolonged market movements in underlying asset values from the time the plan was approved by

the Board.

The Board has also considered the potential impact of the following stress test scenarios, which

together represent a severe and unlikely, but possible scenario, that would impact the plan from

2026 onwards:

•

Financial Risk (Market Risk):

A material reduction in global equity markets resulting from global

macroeconomic uncertainty. The analysis assumes a significant 50% decline in global equity

markets in 2026, remaining depressed until year-end. From 2027, the model assumes a modest

linear recovery over the remainder of the forecast period (to December 2029); however, market

values do not return to pre-crash levels within the scope of this projection.

•

Information Security Risk:

A confidentiality, availability or integrity event resulting in

reputational damage. This leads to lower customer conversion rates and a reduction in the

average retirement savings balance of new customers, ultimately driving a 10% decrease in

AUA over the forecast period.

PensionBee Group plc

64

Strategic Report

Corporate Governance

Report

65

Corporate Governance Report

Annual Report and Financial Statements 2025

1

Chair’s Introduction to Governance

Dear fellow shareholder,

On behalf of the Board, I am pleased to present our Corporate Governance Report for the year ended

31 December 2025, which details our approach to corporate governance and describes areas of

focus for the Board during 2025.

2025 was another busy year for the Company - maintaining growth in the UK while simultaneously

dedicating significant attention to expanding operations in the US, the world’s largest retirement

market.

Our operations continued to be underpinned by robust corporate governance, which served as an

essential framework for effective decision-making.

Board Activities

The key items on the 2025 Board agenda included: refreshing the Company’s Strategic Pillars to

guide the long-term success of the business and simplify investor communications, US governance,

strategic and operational discussions, Provision 29 preparations (effectiveness of material controls

declaration) and operational deep dives including sessions on Technology and the US business.

Early in the year, the Board agreed to dissolve its Investment Committee. It was noted that the

Committee’s key activities could be more efficiently addressed directly at Board meetings as

appropriate, and it recognised that several elements had been subsumed by the governance

framework implemented in relation to the FCA’s Consumer Duty. This in no way represents a

reduction of oversight, rather demonstrates the Board’s continued commitment to optimise its

effectiveness. Accordingly, a Report of the Investment Committee is not included in this year’s

Annual Report and Financial Statements.

More information on our Board’s activities and key decisions can be found on pages 76 to 77

of the Corporate Governance Statement (Key Activities during the Year).

Board Composition and Succession Planning

The Company continued to comply with the board diversity targets as set out in the FCA’s UK Listing

Rules.

13

During 2025, the Nomination Committee reviewed updates to the Company’s Inclusion,

Equality & Diversity Policy, available on our website, setting out details of the Board’s diversity

policy, implementation and reporting.

14

Further details are set out on page 84 of the Nomination

Committee Report within this Corporate Governance Report and in the About Us (Our Strategy)

section on pages 11 to 25 within the Strategic Report.

13 Chapter 6 of the UK Listing Rules, specifically UKLR 6.6.6R(9) states that at least 40% of individuals on the board should be women,

at least one of the senior positions on the board (chair, chief executive, senior independent director, or chief financial officer)

should be held by a woman, and at least one individual should be from a minority ethnic background. At PensionBee, the Chief

Executive Officer role has been held by a woman since the Company’s inception in 2014, the Senior Independent Director role has

been held by a woman since November 2020 and there has been one board member from a minority ethnic background since

April 2022.

14 PensionBee Inclusion, Equality & Diversity Policy can be found at pensionbee.com/uk/esg.

PensionBee Board Gender Representation

15

15 Supported by analysis from PensionBee’s HR Information System, December 2025.

16 Supported by analysis from PensionBee’s HR Information System, December 2025.

PensionBee Board Ethnicity Representation

16

57%

43%

86%

Men: 3

Women: 4

White: 6

Asian/Black/Mixed/Multipe/Other: 1

14%

Mark Wood CBE

Non-Executive Chair

PensionBee Group plc

The Nomination Committee’s 2025 agenda included consideration of both Non-Executive and

Executive Director succession plans in the context of the ongoing needs of the business. The

Nomination Committee continued discussions on augmenting the Board’s skills profile, particularly

in respect of US financial market experience, and started the process to recruit an additional Non-

Executive Director through networked search and role advertisement. The recruitment process will

be considered further and progressed as appropriate during 2026.

Further details of our leadership team can be found on page 67 of the Board of Directors and

Executive Management section of the Corporate Governance Report. Further details relating to

succession planning are set out on page 83 of the Nomination Committee Report within the

Corporate Governance Report.

Board Performance Review and Effectiveness

The UK Corporate Governance Code 2024 details that the chair should commission an externally

facilitated performance review and that FTSE 350 companies should have an externally facilitated

board performance review at least every three years. The Company is not currently a member of

the FTSE 350 and therefore not subject to this Code provision. Nonetheless, in 2025 the Directors

reviewed tenders for an externally facilitated Board performance review and deemed that an

internally facilitated process continued to be appropriate, although this would continue to be kept

under review.

During 2025, the Company’s internally facilitated Board performance review process was focused

on reviewing the performance of the Directors, the Board as a whole, its Committees, its Chair and

its Senior Independent Director. The results of the performance review indicated that the Board and

Committees continued to operate effectively with strong, professional and constructive relationships

between the Non-Executive and Executive Directors. Themes that surfaced and resulting actions that

have been identified will form a development plan for 2026.

Further detail relating to the Board evaluation process, including the progress that has been made

against the prior year’s action points, is set out on pages 83 to 84 of the Nomination Committee

Report within the Corporate Governance Report.

Stakeholder Engagement

The Board recognises the critical importance of effective engagement with all stakeholders. This

commitment ensures that diverse perspectives inform the Company’s strategy and decision-making,

strengthening governance and long-term value creation.

In 2025, the Board enjoyed opportunities to participate in the Company’s ‘Day in the Life’

publications in the Company’s internal newsletter. This provided colleagues a deeper understanding

of the Board and how individual board members fulfil their duties. Mary Francis (Senior Independent

Director and Chair of the Remuneration Committee), engaged with the wider workforce during

the year through a Directors’ Remuneration ‘Lunch and Learn’ session that was held to educate

employees on the topic and provide a forum for questions as part of the triennial review of the

Directors’ Remuneration Policy due to be put to shareholders for approval at the Annual General

Meeting (‘AGM’) in 2026.

Mary Francis and Lara Oyesanya (Non-Executive Director) also had the pleasure of carrying out

separate US site visits where they met with colleagues and learned about the subsidiary’s operations.

Information on these engagements and site visits were provided to the wider Board for their insight

and discussion.

The Board reviewed and approved the refresh of the Company’s Strategic Pillars, which employees

had participated in creating and had considered the alignment of the pillars with the Company’s

values. The Board also continued to receive updates on the wider workforce through existing

channels and initiatives during the year.

As detailed above, the Board has and will continue to engage with stakeholders in relation to

material governance matters. In respect of engagement with shareholders and the investor

community, Mary Francis corresponded with the Company’s major shareholders and proxy voting

agencies as part of the triennial review of the Directors’ Remuneration Policy.

Further information relating to how we engage with our employees, shareholders and all our other

stakeholders is set out on pages 40 to 49 of the ESG Considerations section of the Strategic Report.

The Annual General Meeting

The Board looks forward to welcoming shareholders to the Company’s AGM, which will be held on

14 May 2026. The Notice of the 2026 AGM will be distributed to shareholders and made available on

the Company’s website.

Mark Wood CBE

Non-Executive Chair

11 March 2026

Annual Report and Financial Statements 2025

67

Corporate Governance Report

2

Board of Directors and Executive Management

Mary Francis CBE

Senior Independent Director responsible

for Employee Engagement

Committee Membership:

Audit and Risk Committee

Nomination Committee

Remuneration Committee (Chair)

Date of Appointment:

February 2021

External Appointments:

Non-Executive Director, Barclays plc and Barclays Bank plc

18

Member of the UK Takeover Appeal Board

Career and Experience:

Mary Francis CBE has extensive and diverse board-level experience across a range

of industries, including previous Non-Executive Directorships at the Bank of England,

Alliance & Leicester, Aviva, Centrica and Swiss Re Group.

Through her former senior executive positions with HM Treasury, the Prime Minister’s Office,

and as Director General of the Association of British Insurers, Mary brings strong governance

values to the Board, a strong understanding of the interaction between public and

private sectors, and skills in strategic decision-making and reputation management.

Mary was awarded a CBE in 2006 for her services to business.

18 Barclays announced on 6 February 2026 that she would be retiring from these positions effective from 6 May 2026.

Mark Wood CBE

Non-Executive Chair

Committee Membership:

Nomination Committee (Chair)

Remuneration Committee

Date of Appointment:

February 2021

External Appointments:

Non-Executive Chair, Utility Bidder Limited*

Non-Executive Chair, Ondo InsurTech Plc

Chair, Everest Funeral Concierge (UK) Limited

Non-Executive Chair, Acquis Insurance Management Limited

Senior Independent Director, RAC Group Limited*

Non-Executive Chair, Digitalis Reputation Limited

Non-Executive Chair, Walbrook Advisors Limited

Trustee, The Gregory Centre for Church Multiplication

Chair, Multiple Sclerosis Research Appeal Board

17

Operating Partner, Advent International

*Including subsidiary appointments.

Career and Experience:

Mark Wood CBE has had a long and distinguished career, serving as Chief Executive of some

of the country’s largest financial service companies, including Prudential UK & Europe and

Axa UK. Mark is a regular commentator in the press on pensions and insurance.

He has been at the helm of several financial services and technology start-ups, including

Paternoster, a regulated insurance company which he founded in 2005. Mark is a qualified

Chartered Accountant. Mark was previously the Chairman of the NSPCC and was awarded

a CBE in 2017 for services to children.

17 The Multiple Sclerosis Research Appeal Board was disbanded after reaching its £100m goal.

Board of Directors

PensionBee Group plc

Michelle Cracknell CBE

Independent Non-Executive Director

Committee Membership:

Audit and Risk Committee (Chair)

Nomination Committee

Remuneration Committee

Date of Appointment:

February 2021

External Appointments:

Chair, Fidelity Wealth Management Limited*

Independent Non-Executive Director, Fidelity Holdings (UK) Limited,

Financial Administration Services Ltd*

Non-Executive Director and Trustee, Lloyds Banking Group Pensions Trustees Limited

Independent Non-Executive Director, Just Group Plc*

Non-Executive Director, Sport England

Non-Executive Director, XPS Pensions Group plc

*Including subsidiary appointments.

Career and Experience:

Michelle Cracknell CBE has a portfolio career as a Pension Trustee and Non-Executive

Director. She has over 30 years’ experience in pensions and retirement planning, including

most recently as the Chief Executive of the Pensions Advisory Service. During her time

there she significantly grew the number of customers and increased the channels offered,

transforming the service to provide greater support on pension freedom legislation,

pension scams and transfers from pension schemes.

Michelle started her career at a financial advice business where she became a shareholding

Director prior to selling it to Aegon and subsequently worked as a Strategy Director

at Skandia/Old Mutual. Michelle is a qualified Pensions Actuary.

Michelle was awarded a CBE in 2019 for her services to the pensions industry.

Lara Oyesanya FRSA

Independent Non-Executive Director

Committee Membership:

Audit and Risk Committee

Nomination Committee

Remuneration Committee

Date of Appointment:

April 2022

External Appointments:

Trustee, Shaw Trust

Career and Experience:

Lara Oyesanya FRSA has extensive legal, regulatory and commercial experience across

multiple industries, as well as significant compliance, governance and data privacy expertise.

She was formerly the Chief Legal Officer, General Counsel and Company Secretary at

Zepz Group, and before that was General Counsel and Chief Risk Officer at Contis Group.

She has also held a number of senior roles at FTSE 100 and financial services businesses

including Klarna and Barclays.

Lara is a barrister of the Supreme Court of Nigeria and a Solicitor of the Senior Courts

of England and Wales. As a board trustee she is a member of the Commercial and

Performance and the HR Committees, Shaw Trust. Additionally, Lara was a former

co-opted Member of the Committee on Benefactions and External and Legal Affairs,

a committee of the University of Cambridge Council, that advised the Vice Chancellor.

Annual Report and Financial Statements 2025

69

Corporate Governance Report

Jonathan Lister Parsons

Chief Technology Officer

(Executive Director)

Committee Membership:

None

Date of Appointment:

February 2021

External Appointments:

None

Career and Experience:

Jonathan Lister Parsons co-founded PensionBee with

Romi in 2014. In his role as the Chief Technology Officer,

he is passionate about bringing customers’ pension

experience into the 21st century and using technology

to transform pension transfer processes that typically take

months to a five-minute process on a smartphone.

Jonathan champions a tech-forward culture within the

business, aiming to raise the level of technology literacy

among employees, and creating opportunities for people

to develop technical skills as they move through different

roles in their career at PensionBee.

Prior to co-founding PensionBee, Jonathan founded

a digital consultancy, Penrose, and worked at British

Telecom. Jonathan holds an MSci in Experimental and

Theoretical Physics from the University of Cambridge.

Christoph J. Martin

Chief Financial Officer

(Executive Director)

Committee Membership:

None

Date of Appointment:

June 2022

External Appointments:

None

Career and Experience:

Christoph J. Martin is the Chief Financial Officer of

PensionBee, having joined the Company in 2019.

He is Responsible for financial reporting, and business

planning at PensionBee. Christoph regularly engages

with the public markets, including PensionBee’s investors,

to communicate the Company’s financial objectives.

Christoph previously worked in private equity investment

at Providence Equity Partners, focusing on investments in

technology, media, telecommunications and education.

Prior to that he worked in mergers and acquisitions,

covering financial institutions at Morgan Stanley.

Christoph holds a BSc in Business Administration

from WU Vienna.

Romi Savova

Chief Executive Officer

(Executive Director)

Committee Membership:

Nomination Committee

Date of Appointment:

February 2021

External Appointments:

Director, Seen on Screen

Career and Experience:

Romi Savova founded PensionBee in 2014 after

experiencing firsthand the complexity of workplace

retirement account transfers. As the Chief Executive

Officer, she has been a trailblazer in improving consumer

standards across the retirement industry, spearheading

initiatives to reduce transfer times and campaigning for

the abolition of unfair exit fees. Under her leadership,

PensionBee publicly listed in the UK in 2021 and she led

the company’s strategic expansion into the US in 2024.

In the UK, she advised the UK government on the delivery

of pensions dashboards and the evolution of consumer

standards in pensions. In the US, she has consulted on

landmark legislation, including the future of The SECURE

Act, helping to modernise the retirement system.

Prior to founding PensionBee, Romi built a diverse career

in financial services, holding key roles at Goldman Sachs,

Morgan Stanley and Credit Benchmark, where she gained

deep expertise in risk management, investment banking

and financial technology. She earned an MBA from

Harvard Business School, graduating as a George F. Baker

Scholar, and holds a summa cum laude degree from

Emory University.

PensionBee Group plc

70

Corporate Governance Report

Executive Management

Tess Nicholson

Chief Operating Officer

Joined PensionBee:

August 2015

Matthew Cevik Loft

Chief Design Officer

Joined PensionBee:

September 2015

Jasper Martens

Chief Marketing Officer

Joined PensionBee:

September 2015

Clare Reilly

Chief Investment Solutions Officer

Joined PensionBee:

January 2017

Lisa Picardo

Chief Business Officer UK

Joined PensionBee:

March 2020

Petra Miskov

Chief Risk Officer

Joined PensionBee:

September 2022

Matthew Cavanagh

Chief Legal Officer and General Counsel

Joined PensionBee:

September 2023

For more information on the Company’s Executive Management Team please see our website:

pensionbee.com/our-company#Leadership

.

Annual Report and Financial Statements 2025

71

Corporate Governance Report

3

Corporate Governance Statement

UK Corporate Governance Code Compliance Statement

The Company has applied all of the principles of the UK Corporate Governance Code 2024

(the ‘Code’) in the financial year ended 31 December 2025, except Provision 19. Provision 19 states:

‘The chair should not remain in post beyond nine years from the date of their first appointment to

the board’ and is discussed further below.

Provision 19 - Chair Tenure

As reported in the prior two years’ Annual Report and Financial Statements, the Company’s Chair,

Mark Wood, was appointed as Chair of the prevalent PensionBee Group entity in January 2016

(including as Chair of the listed entity since the Company’s IPO in 2021). Our Senior Independent

Director, Mary Francis, chaired the Nomination Committee that reviewed and recommended to the

Board the extension of Mark’s three-year tenure, which was set to expire in 2024. At the time of the

extension, Mary wrote to the Company’s major shareholders setting out the position and reported

that feedback was supportive and positive. It was noted that the extension until 2027 would mean

his total service would exceed nine years from April 2025 onwards. Consequently, this extension has

necessitated an ‘Explanation’ under Provision 19 of the Code for the financial year ended

31 December 2025 onwards, as set out below.

Explanation on Provision 19 – Chair Tenure

Mary Francis and the other Non-Executive Directors meet at least annually to review

Mark’s performance in addition to the Board Performance Review process. The Nomination

Committee noted the strong and positive results of the Chair’s performance review, which

concluded that Mark continued to perform effectively, demonstrating objective judgment and

promoting constructive challenge, and bringing his skills, knowledge and extensive experience to

his role as Chair. In addition, the importance of leadership continuity continued to be of particular

importance during the Company’s current stage of growth. Shareholders have been supportive,

and Mark’s re-appointment received 99% approval at the 2025 AGM.

The Board believes that it is in the best interests of the Company and its stakeholders that

Mark remains as Chair. The Board is therefore recommending to shareholders the re-election

of Mark at the 2026 AGM.

Further details on the review of the Chair’s tenure in 2025 can be found on page 72 of this report

and on pages 81 to 84 of the Nomination Committee Report.

Full details of the Code are available at

frc.org.uk

. Details explaining how the Company has applied

the principles of the Code can be found throughout this Annual Report and Financial Statements.

Role of the Board

In accordance with the Code, the role of the Board is to promote the long-term sustainable success

of the Company, generating value for shareholders and contributing to wider society. The Board

of PensionBee considers how to promote the success of the Company giving due regard to all

its stakeholders, including shareholders and employees. As such, the Board participates in direct

engagement with certain stakeholder groups and engagement is reported to the Board to inform

decision-making and business outcomes.

The Board provides overall leadership, setting the Company’s purpose, values and strategy, and

supports the Executive Directors and the broader Executive Management Team in the delivery of

that strategy. The Board ensures that the Company has the necessary resources in place to meet

its objectives, measuring performance against them, and that it operates a framework of effective

controls, enabling risk to be appropriately managed.

Further information on the Company’s vision, values, strategy, risk management framework

and engagement with stakeholders can be found within pages 8 to 25 of the About Us

(Our Strategy) section on pages 11 to 25, Managing our Risks section and pages 56 to 63

(Stakeholder Engagement) of the ESG Considerations section, of the Strategic Report.

PensionBee Group plc

72

Corporate Governance Report

Matters Reserved for the Board

The Board operates a policy of matters reserved for its collective decision, which includes items that

are material to deliver on the Company’s strategy and purpose, including, but not limited to:

•

Responsibility for leadership, purpose, values and standards, monitoring progress against each.

•

Approving a strategic plan and objectives annually.

•

Approving operating and capital expenditure budgets and any material changes to them.

•

Approving changes relating to capital and corporate structure.

•

Approving the financial results, including the annual accounts, interim and full year results.

•

Approving the Group’s risk management and treasury policies.

•

Approving major capital projects, investments or contracts in excess of the delegated amount.

•

Approving changes to the structure, size and composition of the Board.

•

Ensuring a satisfactory dialogue with shareholders.

•

Ensuring the maintenance of a sound system of internal control and risk management.

•

Maintaining oversight of whistleblowing arrangements.

A copy of the ‘Schedule of Matters Reserved for the Board’ can be found on the Company’s website

at:

pensionbee.com/esg

.

Governance Structure

Risk Stakeholder

Group

Information Security

Committee

Chief Executive

Officer

Executive

Management

Team

Audit and Risk

Committee

Remuneration

committee

Nomination

committee

PensionBee Group plc Board of Directors

Company

Secretary

Disclosure

Panel

Board Committees

The Board has delegated a number of its responsibilities to the Audit and Risk Committee, the

Nomination Committee, and the Remuneration Committee.

Each of these Committees has a Terms of Reference document, which is reviewed annually by the

respective Committee and the Board to ensure that they remain appropriate to support effective

governance. Details of the role, composition and activities of each Committee during the year are set

out in their respective reports on the following pages within this Corporate Governance Report.

A copy of the Terms of Reference for each of the Board Committees can be found on the Company’s

website at:

pensionbee.com/esg

.

During 2025, the Board made the decision to dissolve its Investment Committee. Full details of this

can be found on page 66 of the Chair’s Introduction to Governance.

Operational Committees

The Disclosure Panel is responsible for monitoring the existence of inside information and its

disclosure to the market. The Disclosure Panel comprises the Chair, the Chief Executive Officer

(‘CEO’), the Chief Business Officer UK (‘CBO’), the Chief Financial Officer (‘CFO’), the Chief Legal Officer

and General Counsel (‘CLO’), with support from the Company Secretary.

Details of the Risk Stakeholder Group and the Information Security Committee can be found on

pages 56 to 63 of the Managing our Risk section of the Strategic Report.

The Operation of Board and Committee Meetings

With respect to Board and Committee meetings, the Chair, the CEO, the relevant Executive

Management sponsor and the Company Secretary, set the Board’s agenda, ensuring that there is

sufficient focus on strategy, performance, value creation, culture, stakeholders and accountability.

Detailed materials are prepared and circulated in advance of each meeting, including updates from

the CEO, the CFO and other Executive Management Team members as required. The Company

Secretary also prepares a report every quarter for Board meetings, covering matters including the

latest governance and company law updates.

Annual Report and Financial Statements 2025

73

Corporate Governance Report

Roles and Responsibilities

The Board acknowledges the importance of a clear division of responsibilities between Non-

Executive and Executive roles, and in particular the delineation between the Chair’s responsibility to

lead the Board and the Chief Executive Officer’s responsibility to run the business. The Board has in

place the PensionBee Charter of Expectations and Role Profiles document to clearly outline the roles

and expectations of the Board. It outlines the role profiles for each position on the PensionBee Group

plc Board and states the expectations of each of the Directors and the Company Secretary. The

performance of the Board, its Committees and each Director is measured against these expectations.

A copy of the PensionBee Charter of Expectations and Role Profile document can be found on the

Company’s website at:

pensionbee.com/esg

.

Role of the Chair

The Chair (Mark Wood) is responsible for leadership of the Board and ensuring its overall

effectiveness in directing the Company and in all aspects of the Board’s role, including the

satisfaction of its legal, regulatory and shareholder responsibilities, and promoting the highest

standards of integrity, probity and corporate governance. The Chair has responsibilities relating to

Board meetings, Board composition, induction and performance review processes and relations

with shareholders and other stakeholders. At appropriate intervals during the year, the Chair holds

meetings with the Non-Executive Directors, without the Executive Directors present, to facilitate

a full and frank discussion. The Chair is responsible for ensuring that the Board listens to the views

of stakeholders to understand their issues and concerns. During the year, this took place through

regular Board shareholder updates on the Company’s results and employee engagements.

Role of the Chief Executive Officer

The Chief Executive Officer (Romi Savova) leads the team with executive responsibility for running

the businesses of the Group, and reporting to the Board accordingly.

Role of the Independent Non-Executive Directors

The Non-Executive Directors (Mary Francis, Michelle Cracknell and Lara Oyesanya) are all

independent, providing constructive challenge, strategic guidance, offering specialist advice and

holding management to account, given their experience in both executive and non-executive

roles throughout their careers. The Non-Executive Directors also contribute to the identification of

principal business risks and the determination of risk appetite, and monitoring of the internal control

framework. They provide independent judgment to the Board and monitor compliance with the

regulatory principles and requirements. The Independent Non-Executive Directors have a prime role

in appointing and, where necessary, removing Executive Directors.

Role of the Senior Independent Director

The Code requires that the Board should appoint one of the Independent Non-Executive Directors

to be the Senior Independent Director, providing a sounding board for the Chair and serving

as an intermediary for the other Directors and shareholders if they have concerns that have not

been resolved through the normal channels of the Chair or the Chief Executive Officer. Led by the

Senior Independent Director, the Non-Executives meet without the Chair present at least annually

to appraise the Chair’s performance, and on other occasions as necessary. Mary Francis has been

appointed as the Senior Independent Director.

Company Secretary

The Company Secretary supports the Board and each of the three Board committees and attends all

meetings. All Directors have access to the services of the Company Secretarial team, who are available

to advise on matters including company law, governance and best practice. The Company Secretary

ensures that the correct policies, processes and information are tabled for discussion, noting or

recording approval at the correct point in time throughout the year. The Company Secretarial team

works with members of the Executive Management Team and the respective Chairs of the Board and

Committees to ensure that Board materials are circulated to Directors in a timely manner and that

the information contained in them is clear and accurate.

Composition, Independence and Attendance in 2025

The Board’s size, structure, and composition is reviewed regularly to ensure that the balance between

Non-Executive and Executive Directors allows the Board to exercise objectivity. The Nomination

Committee, having considered circumstances which could be likely to impair a Non-Executive

Director’s independence, determined that Mary Francis, Michelle Cracknell and Lara Oyesanya were

considered to be independent and that the Company continued to comply with Provision 11 of the

Code, with at least half of the Board (excluding the Chair) being composed of independent Non-

Executive Directors.

Further details of the experience, skills and professional experience of the Non-Executive Directors

are set out on pages 68 to 71 of the Board of Directors and Executive Management section of this

Corporate Governance Report. Information on the Board’s Diversity Policy and its’ implementation

and objectives is included on pages 22 to 25 of the Strategic Report and page 84 of the Nomination

Committee Report.

During 2025, the Board held eight formally scheduled meetings, with additional ad hoc meetings

or calls convened to deal with various matters in between formally scheduled meetings. Meetings

were held with facility for attendance via video conference to ensure attendance and inclusivity.

The Executive Management Team were also frequently present at Board and Committee meetings,

together with other advisors or contributors as appropriate.

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Corporate Governance Report

The tables below show the attendance of each Director at the formal scheduled meetings of the Board and Committees of which they are a member:

Director

Board Meetings

Eligible/Attended

Audit and Risk Committees

Eligible/Attended

Remuneration Committee

Eligible/Attended

Nomination Committee

Eligible/Attended

Investment Committee

Eligible/Attended

Mark Wood

8/8

-

2/2

2/1

1/1

Mary Francis

8/8

7/7

2/2

2/2

1/1

Michelle Cracknell

8/8

7/7

2/2

2/2

1/1

Lara Oyesanya

8/8

7/7

2/2

2/2

1/1

Romi Savova

8/8

-

-

2/2

1/1

Jonathan Lister Parsons

8/8

-

-

-

-

Christoph J. Martin

8/8

-

-

-

-

The Non-Executive Directors are committed to devoting adequate time to the business to discharge their responsibilities effectively. As set out in their appointment letters, the Non-Executive Directors

are required to attend scheduled Board and Committee meetings and to become more involved for periodic special activities if required. All Directors must advise the Board of any changes to existing

commitments or new commitments that may have implications on their ability to commit sufficient time to their duties.

Where Directors are unable to attend a meeting, they are encouraged to submit any comments on Board materials or matters to be discussed to the Chair in advance, to ensure that their views are recorded

and considered during the meeting. We note Mark Wood’s one instance of absence at the Nomination Committee meeting held in October 2025. This particular meeting was rescheduled with limited

notice to a date that conflicted with Mark’s pre-arranged commitments. The absence was therefore out of Mark’s control.

Key Activities during the Year

The annual Board Activity Calendar setting out agenda items for each scheduled Board and Committee meeting is approved by the Board each year.

The calendar considers key points in the regulatory and financial cycle, and includes regular business, corporate, investor and employee updates from the CEO, regular updates on the financial performance

and business planning from the CFO, and quarterly updates on governance and company law matters from the Company Secretary. In addition, the Board has received updates from the work of the

Committees, other members of the Executive Management Team and from external advisors and contributors where appropriate.

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Corporate Governance Report

Strategy

Finance

Operational

Reviewed and approved the Company’s simplified Strategic

Pillars and 2026 plan.

Continued focus on the Company’s expansion into the US.

Reviewed and approved the following matters:

•

The 2026 budget and financial strategy, including

going concern considerations and stress testing.

•

The full-year results, the half-year results and the

quarterly trading announcements and presentations.

Reviewed the following matters:

•

The monthly management accounts, performance analytics

and regular finance updates.

•

Financial matters in relation to the US business.

Reviewed regular operational updates provided in the

CEO’s Report.

Participated in Executive Management Team-led deep dives on

the operational elements of the Company’s strategy including:

•

Sponsorship Opportunities.

•

Technology.

People

Environment and Social

Governance and Risk

Reviewed and approved the following matters:

•

The Inclusion, Equality & Diversity Policy.

Reviewed the following matters:

•

The Board Engagement 2025 Programme and participated

in and or led colleague engagement events.

•

The Company’s Wellbeing strategy and Survey Results

(via the Nomination Committee).

•

The Succession Plan Framework (via the Nomination

Committee).

•

Updates on the workforce and workforce engagement.

•

Health and safety updates.

Reviewed the 2025 Sustainability update including:

•

The Company’s approach to ESG.

•

ESG ratings and regulatory updates.

•

Materiality assessment and customer surveys by plan.

2026 voting policies.

2025 emissions and US SRS and US regulatory updates.

Reviewed and approved the following matters:

•

The Consumer Duty report.

•

The Company’s key corporate governance documentation and

policies.

•

The Risk Governance Framework.

Reviewed the following matters:

•

Risk Stakeholder Group and Information Security Committee

updates.

•

The Company’s Risk and Control Assessment Report.

•

Outputs from the 2025 Board and Committee Evaluation.

•

External Independent Advisor report on the Company’s

risk governance framework and associated policies and

procedures (via the Audit and Risk Committee).

•

The governance framework for the US business.

Received and participate in the following Deep Dives:

•

A UK Corporate Governance Code 2024 and Provision 29

(effectiveness of material controls declaration) session.

A Risk deep dive session (via the Audit and Risk Committee).

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Information and Support

Agendas and accompanying materials are distributed to the Board and Committee members in

advance of each Board or Committee meeting. Separate papers are prepared to support specific

matters requiring Board decision or approval. The Directors provide ongoing feedback to the CEO

and Company Secretary on the content of papers to ensure they continue to support effective

debate and decision-making by the Board.

Minutes of all Board and Committee meetings are taken by the Company Secretary and circulated

to the Board for approval as soon as practicable following the meetings. Specific actions arising

from meetings are recorded both in the minutes and on a separate tracker, thereby facilitating

the effective communication of actions to those responsible, and allowing the Board to

monitor progress.

Any Director may instigate an agreed procedure whereby independent professional advice,

reasonably necessary to enable them to carry out their duties, may be sought at the

Company’s expense. No such advice was sought by any Director during the year.

Training and Development

On appointment, Directors are provided a full, formal and tailored induction programme

comprised of:

•

The provision of a comprehensive set of documentation covering key financial,

operational, strategic and governance matters.

•

One-to-one meetings with each of the other Directors and members of the

Executive Management Team.

Additionally, throughout the Director’s time in office they are provided ongoing training as required,

including the annual Compliance Test, which is updated to reflect changes in legislation and

best practice. The Board also receives updates in areas such as cyber security, reporting, legal and

governance (with external parties as appropriate) through the Board and Committee schedule.

Board Performance Review and Effectiveness

At the end of the year, a formal and rigorous internal performance review was conducted in

respect of the Board and each of its Committees, covering processes that underpin the Board and

Committee effectiveness, Board and Committee constitution and commitment, Board dynamics,

culture, values and strategy and stakeholder oversight. The performance reviews were conducted

by way of questionnaires for each Director to complete, with responses provided to the Chair and

the Company Secretary, followed by further calls with the individual Directors and the Chair. The

Chair’s performance was also discussed by the other Non-Executive Directors, led by the Senior

Independent Director, and feedback was subsequently relayed to the Chair.

A summary of the responses was provided and discussed at the Board’s meeting in December 2025.

The results of the Board Performance Review indicated strong performance and effectiveness of the

Chair, Senior Independent Director, Board and Committees. Full details are set out on pages 83 to 84

of the Nomination Committee Report within the Corporate Governance Report.

Details of the progress that was made during 2025 against the themes and outputs from the

2024 Board Performance Review process are set out as follows:

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Corporate Governance Report

Theme

Progress Update

Evolving oversight of the US business, including the

governance structure and addition of a Non-Executive

Director if appropriate.

In respect of an additional Non-Executive Director, the Committee created and approved the role specification.

This was advertised externally and through a networked search.

More broadly, the Board received a US Business Deep Dive in the year that included a review of the governance arrangements.

This will be an item for the Board in 2026 also.

Frequency and administrative load of Board

and Committee Meetings.

The Company Secretarial Team reviewed and optimised the Board and Committee calendar through the following initiatives:

•

Streamlined reporting to enable the removal of one Board meeting.

•

Dissolution of the Investment Committee and inclusion of an Investment Deep Dive in the 2026 Board calendar

to cover the Company’s Investment strategy.

•

Use of ‘nested’ meetings for the Interim Results Audit and Risk Committee and Board meetings.

Evolution of Deep Dive format.

‘Deep Dives’ remained a standing Board agenda item during 2025. Providingthe Board with the opportunity to review

operational and strategic matters in detail and to engage directly with more of the senior leadership team.

A survey was developed to provide feedback to the presenters following each Deep Dive.

Continuing to progress colleague engagement

initiatives, ensuring the right balance of oversight

with involvement.

The Non-Executive Directors participated in ‘Day in the Life of’ internal publications to help build awareness and understanding

of the role and responsibilities of Directors and Boards in general.

Mary Francis, Chair of the Remuneration Committee attended an internal ‘Lunch and Learn’ session in November 2025

to discuss and receive colleagues feedback on the Directors’ Remuneration Policy before its triannual renewal.

Mary Francis and Lara Oyesanya separately visited the US office, met with colleagues, and provided their feedback to the Board.

Succession planning and key-person

risk management.

The Nomination Committee considered key-person risk as part of its review of the Company’s Succession Plan

and the Non-Executive Directors (‘NED’) discussed it in their NED-only meeting.

Matt Cevik Loft’s (Chief Design Officer) secondment to the US formed part of the Company’s development

of the Executive Leadership Team.

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Corporate Governance Report

Appointment and Election

Following the Board and Committee performance review conducted at the end of 2025, the Board

confirmed that it considers all Directors to be effective, committed to their roles and to have

sufficient time to perform their duties.

All Directors are subject to election by shareholders at the first Annual General Meeting following

their appointment and to annual re-election thereafter, in accordance with the Code.

Current Service Contracts and Terms of Engagement

All the Directors have service agreements or letters of appointment, details of which are set

out below.

Executive Directors

Name (Position)

Date of Service

Agreement

Notice Period

by Company

(months)

Notice period by

Director (months)

Romi Savova (CEO)

16 March 2021

6 months

6 months

Jonathan Lister Parsons (CTO)

16 March 2021

6 months

6 months

Christoph J. Martin (CFO)

30 June 2022

6 months

6 months

Non-Executive Directors

Name

Date of

Appointment

Notice Period

by Company

(months)

Notice Period by

Director (months)

Mark Wood*

2 February 2021

3 months

3 months

Mary Francis*

2 February 2021

3 months

3 months

Michelle Cracknell*

2 February 2021

3 months

3 months

Lara Oyesanya**

21 April 2022

3 months

3 months

*Mark Wood, Mary Francis, and Michelle Cracknell’s term runs until 20 April 2027.

**Lara Oyesanya’s term runs until 18 May 2028.

Both the Non-Executive and Executive Directors are subject to annual re-election by the Company at

each Annual General Meeting. The Non-Executive Directors (including the Chair) do not have service

contracts but are instead appointed by letters of appointment.

Each Non-Executive Director appointment is for a fixed three-year term, which may be terminated at

any time with three months’ written notice. Non-Executive Directors may be invited by the Company

to serve for a further three-year period.

Conflicts of Interest

Rules concerning Directors’ conflicts of interest are set out in the Company’s Articles of Association

and the Company’s Directors’ Conflict of Interest Policy. All other significant commitments and

potential conflicts of interest which a Director may have are required to be disclosed both before

appointment and on an ongoing basis. This enables arrangements to be put in place, as and when

it is considered appropriate. All Directors are generally asked to confirm that they do not have any

conflicts of interest at the beginning of each Board and Committee meeting.

Whistleblowing

The Company’s Whistleblowing Policy outlines the Company’s approach to whistleblowing. The

policy recognises that whistleblowing is an important activity that helps firms to learn about and

resolve problems before they escalate further. Whistleblowing also helps the FCA regulate the

financial services sector, and information provided by whistleblowers has contributed to fines,

permissions changes and other interventions. The aim of the policy is to ensure the Company has

a fit-for-purpose whistleblowing procedure that encourages employees to come forward with

disclosures without fear of reprisal. The Company’s whistleblowing champion is Michelle Cracknell,

Chair of the Audit and Risk Committee.

Stakeholder Engagement

The Directors recognise their duty under Section 172 of the Companies Act to consider the interests

of stakeholders, and the nature of our business means that the interests of our stakeholders

(including customers, employees, suppliers, shareholders, our communities, government and

regulators and our planet) are front of mind in the Board’s decision-making process. Further

information relating to how we engage with our stakeholders, together with the Section 172

Statement, are set out on pages 40 to 49 of the ESG Considerations section of the Strategic Report.

Many of the stakeholder relationships are managed by the CEO and other members of the Executive

Management Team, with regular updates provided to the Board and Committees as appropriate.

The Chair of the Board or Committees will offer support on any significant matters relating to their

areas and direct engagement where appropriate.

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Corporate Governance Report

Relations with Shareholders

The Board is committed to proactive and constructive engagement with the Company’s

shareholders and is keen to ensure that shareholder views are well-understood. The Company’s

shareholders include those who had invested in the Company when it was a private business,

customers (some of whom became shareholders at the time of the Company’s IPO), institutional

investors, retail investors and our employees who either are, or may become, shareholders in

PensionBee.

Investor relations is managed by the CEO, CFO and the CBO, who regularly drive shareholder and

analyst engagement. Virtual one-to-one investor meetings and roadshows are structured around the

regular communication of financial and operational results, including quarterly trading statements

and presentations to investors and analysts, with recordings being made available on the Company’s

website. Regular engagement aims to ensure that shareholders and sell-side analysts understand the

Company’s investment case, strategy and performance.

Regular updates are provided to the Board so that they are well-informed of views on a variety of

topics, such as financial performance and environmental, social and governance considerations.

Feedback from external advisors to the Company, including its corporate brokers and press agency,

who are actively engaged with the investor and analyst communities, is also given as required.

Further information relating to how we engage with our shareholders is set out on pages 40 to 49 of

the ESG Considerations section of the Strategic Report.

Going Concern and Viability Statement

The Directors have assessed the viability of the Group over a period that exceeds the 12 months

required by the going concern provision. Details of that assessment are set out on page 64 of the

Viability Statement within the Strategic Report.

Annual General Meeting

The Board looks forward to welcoming shareholders to the Company’s Annual General Meeting

(‘AGM’), which will be held on 14 May 2026. The Notice of the 2026 AGM will be distributed to

Shareholders and made available on the Company’s website, and where appropriate, by an

announcement via a Regulatory Information Service, if any changes are required to be made

to the AGM arrangements.

Mark Wood CBE

Non-Executive Chair

11 March 2026

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4

Nomination Committee Report

Roles and Responsibilities

The role of the Committee is set out in its terms of reference, which is available on the Company’s

website:

pensionbee.com/esg

. The duties of the Committee include, but are not limited to:

Duties of the Committee

Regularly reviewing the structure, size and composition of the Board (including skills, knowledge,

experience and diversity) and recommending changes.

Putting in place and reviewing Board and senior management succession plans and

appointments and overseeing the development of a diverse pipeline.

Taking an active role in setting and meeting diversity objectives and strategies and monitoring

their impact.

Overseeing the hiring and evaluation process for new Directors and ensuring they receive a full,

formal and tailored induction.

Reviewing the leadership needs of the organisation with a view to ensuring the continued ability

of the organisation to compete effectively in the marketplace.

Reviewing the results of the Board evaluation process that relate to the composition of the Board

and succession planning.

Reviewing annually the time commitment required from Non-Executive Directors.

Dear fellow shareholder,

On behalf of the Board, as Chair of the Nomination Committee (‘Committee’), I am pleased to

present the Nomination Committee Report for the year ended 31 December 2025. This report

provides shareholders with insight into the areas of focus considered and the nature of the work

undertaken by the Nomination Committee during the year.

The work of the Committee included a continued focus on the development of the Company’s

Succession plans, developing talent in the Company’s key executive roles, functions and

departments over the long-term.

The Committee reviewed the Company’s new ‘Six Bees of Wellbeing’ strategy for the Company’s

culture following a process of review and co-creation with colleagues, and the first set of results

from the employee survey. The Committee reviewed the Inclusion, Equality & Diversity Policy and its

alignment with the Company’s Six Bees strategy. Non-Executive Directors participated in ‘Day in the

Life of’ publications in the Company’s internal newsletter, and in employee engagement sessions

- designed to build understanding and awareness of the role of Directors and the Board, and to

provide Directors with stakeholder insight to improve decision-making and oversight.

We reviewed the key action items from the 2024 Board and Committee Board Performance Review

process and completed the process for 2025.

The Committee undertook a review of my tenure as Chair in respect of Provision 19 of the UK

Corporate Governance Code 2024, led by the Senior Independent Director. I am happy to report

that the Committee concluded that I continue to demonstrate objective judgment and promote

constructive challenge and that it is in the best interests of the Company that I remain as Chair.

Lastly, we reviewed the Board and Committees’ composition, noting, as reported in previous years,

that the Board may benefit from additional US market experience. Accordingly, the Committee

oversaw the creation of a role profile and started a search to consider the appointment of an

additional Non-Executive Director in 2026.

Mark Wood CBE

Non-Executive Chair

Annual Report and Financial Statements 2025

81

Committee Members and Attendance

Committee Member

Position

Eligible

Meetings

Attended

Meetings

Mark Wood

Chair of the Committee

2

1

Mary Francis

Senior Independent Director

2

2

Michelle Cracknell

Independent Non-Executive Director

2

2

Lara Oyesanya

Independent Non-Executive Director

2

2

Romi Savova

Chief Executive Officer

2

2

The Nomination Committee must comprise not less than three Directors, with the majority being

Non-Executive Directors who are independent. Mark Wood, Michelle Cracknell, Mary Francis, Lara

Oyesanya and Romi Savova were all members of the Nomination Committee for the year to 31

December 2025. Further biographical details are set out on pages 68 to 71 of the Board of Directors

and Executive Management section of the Corporate Governance Report.

Meetings are held at least twice a year at appropriate times and otherwise as required. The

Committee met twice across the year to 31 December 2025, with all meetings being held by video

conference. In addition to the Committee members, other regular attendees included the CTO and

the CBO. The Committee Chair, Mark Wood was unable to attend the October meeting due to

last-minute scheduling changes conflicting with prior arrangements, that were out of his control.

After each meeting, the Chair of the Committee reports to the Board on the Committee’s

proceedings in respect of all matters within its duties and responsibilities.

Committee Key Activities

2025 Key Activities

Reviewing the Committee Terms of Reference.

Reviewing the Committee work plan for 2025 and approving the Committee Programme

for 2026.

Reviewing membership of the Board and Committees.

Reviewing the time commitment from Non-Executive Directors.

Reviewing declarations of interest and independence.

Reviewing Mark Wood’s tenure as Chair in the context of Provision 19 of the

UK Corporate Governance Code 2024.

Reviewing the Board Succession Plan.

Reviewing the Board Performance Review process.

Completing the Nomination Committee Evaluation process.

Reviewing updates on culture, including the Company’s new ‘Six Bees’ Wellbeing strategy.

Reviewing and approving the Nomination Committee Report for the Annual Report

and Financial Statements.

Board Composition

The Nomination Committee carried out its annual review of the composition of the Board and

Committees, the independence of the Non-Executive Directors, and their time commitment and

confirmed to the Board that it remained satisfied that the balance of skill, experience, independence

and knowledge on the Board and Committees was appropriate. Notwithstanding, the Committee

agreed that the Board would benefit from an additional Independent Non-Executive Director due to

the Company’s US expansion.

This year, we agreed on the recruitment process including:

•

Developing a skills profile, including the knowledge and experience required.

•

Creating and approving the role specification.

•

Advertising the role externally and through a networked search.

The selection process will progress in 2026.

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Report from the Senior Independent Director on the Committee’s Annual Chair Tenure Review

Mark Wood, who was appointed as Chair of the prevalent PensionBee Group entity in January 2016

(including as Chair of the listed entity since the Company’s IPO in 2021), has now served as a

Director for more than nine years. Consequently, his tenure extension to 2027 necessitates an

explanation under Provision 19 of the UK Corporate Governance Code 2024. More information is set

out on page 72 of the Corporate Governance Statement within the Corporate Governance Report.

In addition to the annual Director performance review process, I meet with the other Non-Executive

Directors (without the Chair present) to discuss his on-going tenure and effectiveness. I am pleased

to report that Mark continues to be effective in his role, consistently demonstrating objective

judgment and promoting constructive challenge, while also contributing his extensive skills,

knowledge and experience. Given the Company’s current stage of growth, leadership continuity

remains especially important. Furthermore, shareholders have not expressed any concerns, and

Mark’s re-appointment was approved with 99% of the vote at the 2025 AGM. The Committee and

Board (without Mark’s participation) concluded that Mark’s continued service as Chair is in the

Company’s best interest and therefore recommended him for re-appointment.

Mary Francis CBE

Senior Independent Director

Succession Planning

More generally in relation to succession planning, the Nomination Committee oversaw the

continued evolution of the succession plan. During the year, the Chief Marketing Officer finished his

secondment to the US, and the Chief Design Officer began his - as part of the opportunity to further

develop the Executive Management Team’s global experience.

As a founder-led Company with no anticipated departures or retirements, the succession plan

remained primarily focused on contingency scenarios. This included the unexpected incapacity

of the Non-Executive Directors, Executive Directors, the Executive Management team, and the

Company Secretary.

It was agreed that if the Chair of the Board were to become incapacitated, the Senior Independent

Director would fill this role on an interim basis, and that if one of the Independent Non-Executive

Directors were to become incapacitated, another Non-Executive Director would cover the position

of Chair of the relevant Committee as required. If a Non-Executive was unable to perform their

duties, the Company would need to ensure that the Independent Director majority was maintained,

and as such, the Company would seek to look to the Board’s own pipeline of candidates and/or

appoint a recruitment specialist to assist with completing the recruitment process optimally

and expediently.

Succession plans and process steps were reviewed in respect of the unexpected incapacity of any

of the three Executive Directors, with the approach dependent on the anticipated period of absence.

Regarding short-term periods of absence, plans are in place to support each of the relevant roles

internally with the support of the Chair. As regards any periods of longer-term absence, the Board

would consider both internal candidates and external recruitment as appropriate at that point

in time.

Succession plans for the Executive Management Team and the Company Secretary were also

reviewed, having more closely examined the breadth and depth of the Company’s pipeline of talent

against the responsibilities of each person. A contingency plan was agreed for each role/department

to ensure business continuity in the case of unexpected incapacity. Generally, in the case of short-

term absence, coverage would be provided by other Executive Management Team members, or

direct reports with Executive Management oversight. For longer term absences, the approach

would be to either fill the position internally, reallocate the role and responsibilities to other existing

Executive Management Team members, or hire externally as appropriate.

The Nomination Committee was satisfied that the succession plan and contingency arrangements

in place were appropriate for the Company’s stage of development, and in line with its risk appetite.

We agreed that we would continue to evolve the succession plan further each year as required and

consider development plans for high-performing individuals as necessary.

Board Performance Review

The Nomination Committee considered whether it was appropriate to undertake an externally

facilitated Board Performance Review in the year, in line with the change to Provision 21 of the

UK Corporate Governance Code 2024 detailing ‘the Chair should commission a regular externally

facilitated Board Performance Review’.

The Committee agreed that the Company’s annual Board Performance Review process for 2025

should remain consistent with the previous year’s approach, and that it represented the best value

for the business at present. A formal and rigorous internal performance review was undertaken in

respect of the Board and each of its Committees, covering processes that underpin the Board and

Committee effectiveness, Board and Committee constitution and commitment, Board dynamics,

culture, values and strategy and stakeholder oversight. The reviews were conducted by way of

online questionnaires, with responses provided to the Chair and the Company Secretary, followed by

further calls between each of the individual Directors with the Chair and the Company Secretary. The

Performance Review confirmed that the Directors skills and experience continue to make a valuable

and effective contribution to the Company’s long-term success. A summary of the responses was

provided and discussed at the Board’s meeting in December 2025. The Senior Independent Director

met with the Non-Executive Directors (without the Chair present) to review the Chair’s performance.

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Corporate Governance Report

The results of the Board Performance Review continued to indicate strong performance and

effectiveness of the Board and Committees. It was noted that they were well chaired and supported

by the Company Secretarial department and by the Executive Management sponsors. The

corporate governance structure was commensurate with the Company’s size and requirements.

Importantly, the dynamic between the Non-Executive Directors and the Executive Directors was

strong and professional, with the appropriate level of constructive challenge and support being

provided.

Key themes that surfaced for focus and development included:

•

Evolving US business governance oversight and the recruitment of a Non-Executive Director

with US experience.

•

Reviewing the evolution of the Company’s Internal Audit arrangements.

•

Reviewing the schedule of Deep Dive topics, including horizon scanning, investor relations

and technology.

•

Continuing to review and find opportunities in respect of the management of

Board and Committee meetings.

Our Culture

Our Company’s core belief is that a happy, healthy team is a prerequisite for a thriving business

and happy customers. Our Culture fosters an environment where workplace wellbeing directly

supports operational excellence. The Company’s ‘Six Bees’ Wellbeing Strategy is focused on

creating a sustainable workforce capable of driving the growth required to transform the retirement

landscape as part of the work of the Nomination Committee, we reviewed the Inclusion, Equality

& Diversity Policy, together with the results of the Company’s first Wellbeing Tri-annual Survey,

reviewing progress made across the year and discussing future plans. Further detail is set out

on pages 22 to 25 of the About Us (Our Strategy) section of the Strategic Report.

Inclusion

19

During 2025, the Company has achieved approximately 49% female and minority gender

representation across the Company, 50% at Executive Management level and 57% at Board level

exceeding the FCA’s requirements for companies to have at least 40% women on the board and at

least one senior board position being held by a woman. The Company also has 14% Asian/Black/

Mixed/Multiple/Other ethnic representation at Board level, in line with the FCA’s requirement for

at least one board member being from an Asian/Black/Mixed/Multiple/Other ethnic background.

Appointments to the Board and Committees are based on merit, taking into consideration the

individual’s skills, knowledge and experience, but there is also a focus on promoting diversity

among the Board and Committees to ensure the composition is appropriately balanced. The

19 Supported by analysis from PensionBee’s HR Information System, December 2025.

Company’s workforce diversity data can be seen on pages 22 to 25 of the About Us (Our Strategy)

section of the Strategic Report.

Nomination Committee Evaluation

As detailed above, the Board Performance Review included an assessment of the Committee’s

performance. I am pleased that this concluded that we continue to operate effectively. The Board

was satisfied that the Committee’s composition was appropriate, with the right balance of skills and

experience among its members.

Nomination Committee Priorities for 2026

For 2026, the Committee will focus its work on the further evolution of its Succession Plan and

team development, considering any actions that need to be taken with respect to supporting the

business.

Appointment of Directors

The Committee is satisfied with the Board’s effectiveness, skills, and experience will promote the

long-term success of the Company. The Committee has recommended that all members of the

Board be put forward for appointment at the 2026 Annual General Meeting.

Mark Wood CBE

Chair of the Nomination Committee

11 March 2026

PensionBee Group plc

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Corporate Governance Report

5

Audit and Risk Committee Report

Role and Responsibilities

The role of the Committee is set out in its terms of reference, which is available on the Company’s

website:

pensionbee.com/esg

. The duties of the Committee include, but are not limited to:

Duties of the Committee

Monitoring the integrity of the financial statements of the Group and reporting to the Board on

significant financial reporting policies, judgments and estimates. Reviewing and challenging,

where necessary, the accounting policies and disclosures selection or changes.

Reviewing the content of the Annual Report and Financial Statements and advising the Board

on whether it is fair, balanced and understandable.

Overseeing the relationship with the external auditor. Assessing the external auditor’s

independence and objectivity. Approving non-audit services and making recommendations

to the Board regarding the appointment and re-appointment of the external auditor.

Reviewing the annual audit plan and audit findings report from the external auditor.

Reviewing the effectiveness and quality of the external audit process, taking into consideration

relevant UK professional and regulatory requirements including the Financial Reporting Council’s

(‘FRC’) Audit Committees and External Audit: Minimum Standard.

Assisting the Board with the definition and execution of a risk management strategy, risk policies

and current risk exposure.

Where an internal audit function has not been established reviewing annually whether there

is a need for one.

Reviewing the adequacy and effectiveness of the Group’s risk management systems

and internal controls.

Reviewing the adequacy and security of the Group’s whistleblowing arrangements

and procedures related to fraud, bribery and money laundering.

Dear shareholder,

On behalf of the Board, as Chair of the Audit and Risk Committee (‘Committee’), I am pleased to

present the Audit and Risk Committee Report for the year ended 31 December 2025.

During the year, a key focus for the Committee was carrying out preparations to meet the reporting

requirements in Provision 29 of the UK Corporate Governance Code (2024) (‘Code’) which relates

to effectiveness of material controls. The Board was provided training on Provision 29 as part of the

Company’s readiness efforts. The Committee carried out monitoring and readiness activities and

reviewed the Company’s Risk and Control Self Assessment (‘RCSA’) report.

The Committee supports the Board in fulfilling its responsibilities in respect of financial reporting,

internal controls and risk management, and the effectiveness and independence of the internal and

external audit functions. In doing so, the Committee has had regard to the requirements of the Code

and the expectations of regulators, including the Financial Conduct Authority, where applicable.

As is customary, the Board as a whole remains responsible for the Group’s risk management and

strategy, and for determining the appropriate risk appetite.

This report highlights the work that has been performed over the year and outlines how we met our

objectives and discharged the responsibilities delegated to the Committee by the Board.

Further information on the Committee’s activities is provided as follows.

Michelle Cracknell CBE

Chair, PensionBee Audit and Risk Committee

Annual Report and Financial Statements 2025

85

Committee Members and Attendance

Committee Member

Position

Eligible

Meetings

Attended

Meetings

Michelle Cracknell

Chair of the Committee

7

7

Mary Francis

Senior Independent Director

7

7

Lara Oyesanya

Independent Non-Executive Director

7

7

The Committee comprises three independent Non-Executive Directors as per the Code. All members

of the Committee are also members of the Remuneration Committee. The Committee members

continue to bring a diverse range of experience in risk, internal controls, finance and business, with

particular experience in the financial services sector in which the Group operates.

Michelle Cracknell, Mary Francis and Lara Oyesanya were members of the Committee for the year

ended 31 December 2025. Michelle Cracknell is a qualified actuary with more than 30 years of

experience in financial services and more than 25 years of experience as a board director, including

over eight years of experience as an audit and risk committee chair. Further biographical details

are set out on pages 68 to 71 of the Board of Directors and Executive Management section of the

Corporate Governance Report.

Meetings are held at least four times a year at appropriate times in the financial reporting and audit

cycle, and otherwise as required. The Committee met seven times during 2025. In addition to the

Committee members other regular attendees who attended meetings by invitation included the

Board Chair, Chief Executive Officer, Chief Financial Officer, Chief Risk Officer, Chief Technology

Officer, Chief Business Officer UK and the Finance Director. The external auditor, Deloitte LLP

(‘Deloitte’) also attended Committee meetings on most occasions. After each meeting, the Chair of

the Committee reports to the Board on the Committee’s proceedings in respect of all matters within

its duties and responsibilities.

Committee Key Activities

2025 Key Activities

Financial Statements

Reviewing the 2025 reporting timeline:

The Committee considered and concluded that the 2025 reporting timeline would meet the

requirement for timely reporting to shareholders and advised the Board on its reasonableness.

Reviewing the Annual Report and Financial Statements for fair, balanced and understandable

reporting:

The Committee assessed whether the Group achieved fair, balanced and understandable

reporting in its Annual Report and Financial Statements 2025. During its review, the Committee

challenged management on the accuracy, transparency and completeness of disclosures,

considering the content and tone used in the annual report. The Committee considered the

impact of the external auditor’s findings on the financial statements to ensure that the financial

statements give a true and fair view of the financial position and performance of the Group. The

Committee considered the narrative section of the Annual Report and Financial Statements 2025

to ensure its consistency with the information reported, and that appropriate weight had been

given to both positive and negative aspects of the performance of the Group. Having evaluated

all of the available information, the assurances provided by management and underlying

processes used to prepare the Group’s financial information, the Committee concluded, and

advised the Board as such, that the Annual Report and Financial Statements 2025 were fair,

balanced and understandable and established the context necessary to give shareholders and

other stakeholders a balanced view between successes, opportunities, challenges and risks.

Reviewing the Interim Report for fair, balanced and understandable reporting:

The Committee assessed whether the Group achieved fair, balanced and understandable

reporting in its Interim Report 2025. During its review, the Committee challenged management

on the accuracy, transparency and completeness of disclosures, considering the content and

tone used in the Interim Report 2025. The Committee considered the impact of the external

auditor’s findings on the Interim Report 2025 to ensure that the Interim Report 2025 gives

a true and fair view of the financial position and performance of the Group. The Committee

considered the narrative section of the Interim Report 2025 to ensure its consistency with the

information reported and that appropriate weight has been given to both positive and negative

aspects of the performance of the Group. Having evaluated all of the available information, the

assurances provided by management and underlying processes used to prepare the Group’s

financial information, the Committee concluded, and advised the Board as such, that the Interim

Report 2025 was fair, balanced and understandable and established the context necessary to

give shareholders and other stakeholders a balanced view between successes, opportunities,

challenges and risks.

Reviewing the going concern assumption and liquidity risk:

The Committee assessed the appropriateness of the going concern assumptions by

reviewing the Group risk appetite aligned stress testing assumptions and results, regulatory

capital adequacy, the capital and liquidity forecast and the Group’s strategy. The Committee

concluded that the financial statements should be prepared on a going concern basis and

that there were no material uncertainties that would impact the Group’s ability to continue in

operational existence for the foreseeable future, which would require disclosure. The Committee

recommended the going concern assumptions and liquidity risk to the Board.

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External Audit

Reviewing the management representation letters:

The Committee reviewed the content of representation by management to the external auditor

for half-year reporting and full year reporting and concluded that sufficient representation

was achieved as requested by the auditor. The management representation letters were

recommended to the Board.

Reviewing the half year audit programme, auditor’s report on the financial statements and

auditor’s report to the Audit and Risk Committee:

The Committee met with key members of the Deloitte audit team to discuss the 2025 interim

review plan, materiality and the auditor’s areas of focus. The Committee was satisfied with the

appropriateness of Deloitte’s interim review plan. The Committee had detailed discussions with

the auditor on the review report and the auditor’s report to the Committee, with most of the

focus being on the review procedures performed and the findings. The Committee approved the

interim audit plan and confirmed its satisfaction with the reports issued by the auditor.

Reviewing the full year audit programme, auditor’s report on the financial statements and

auditor’s report to the Audit and Risk Committee:

The Committee met with key members of the Deloitte audit team to discuss the 2025 full year

audit plan, materiality and the auditor’s areas of focus. The Committee was satisfied with the

appropriateness of Deloitte’s audit plan. The Committee had detailed discussions with the

auditor on the audit report and the auditor’s report to the Committee, with most of the focus

being on the audit procedures performed and the findings. The Committee approved the full

year audit plan and confirmed its satisfaction with the reports issued by the auditor.

Governance

Reviewing the Audit and Risk Committee 2026 meeting calendar:

The Committee reviewed its 2026 meeting calendar, giving consideration to its duties and

responsibilities as set out in the Code. The Committee concluded that its calendar had sufficient

and appropriate content to enable it to discharge its responsibilities.

Undertaking the Committee Performance Review:

The Committee conducted a performance review as part of the Board Performance Review

process and was satisfied that the Committee composition was appropriate, that there was

an adequate balance of skills and experience, and that the Non-Executive Directors remained

independent. The effectiveness review confirmed that the Committee was operating effectively

with appropriate levels of engagement with the Board, external auditor, external independent

third line advisors and Executive Management.

Reviewing the Committee terms of reference:

The Committee reviewed its terms of reference to confirm that they were still reflective of the

most up to date Code requirements and the Group’s risk profile. No material changes were

deemed necessary. The Committee will continue to monitor any future changes to the Code and

the Group’s risk profile and ensure that its terms of reference are kept up to date.

Risk Management and Internal Controls

Reviewing principal risks and uncertainties:

The Committee reviewed the Group’s principal risks and uncertainties to confirm their

completeness and the assessed potential impact on the Group operations and financial

performance. The Committee considered the identified principal risks and uncertainties to be

complete, and that the Group’s strategy was appropriate in respect of such risks.

Reviewing overall internal controls and risk management systems:

The Committee reviewed the appropriateness of the risk management systems, and

implementation, design and operating effectiveness of the material, the material controls

through regular updates from management and carried out their review of the Company’s

RCSA report. Information Security and Consumer Duty controls remained an area of focus.

Audit findings on internal controls were discussed with the external auditors and management.

The Committee considered the Group’s internal controls and risk management systems to be

sufficient and appropriate.

Reviewing Whistleblowing and Anti-Bribery and Corruption Policies:

The Committee reviewed the Whistleblowing and Anti-Bribery and Corruption Policies, giving

consideration to the changes in the regulatory landscape and changes in the business during

2025. The Committee considered the existing policies sufficient and appropriate for the Group.

Reviewing the related parties list:

The Committee monitors the related parties list which is used to assess the accuracy of

disclosures by management in the financial statements. The list was considered complete based

on the knowledge of the Committee and inquiries made of the Executive Management Team

and the Board.

Approving the 2026 risk management plan:

The Committee approved the 2026 risk management plan, following a detailed review of the

plan presented by the Risk Team. The Committee considered the risk management plan to be

appropriate and sufficient to address the risks applicable to the Group.

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Financial Reporting

Group Financial Statement Reporting

One of the core responsibilities of the Committee is to ensure the integrity of the financial

statements of the Group. For the financial year, the Committee:

•

Reviewed the Interim Report 2025 and Annual Report and Financial Statements 2025 and

recommended approval to the Board.

•

Reviewed the completeness of the financial reporting disclosures.

•

Reviewed the application and appropriateness of accounting policies.

•

Reviewed the going concern assumptions and Viability Statement.

•

Assessed compliance with relevant accounting standards and other regulatory financial

reporting requirements including the UK Corporate Governance Code and European Single

Electronic Format (‘ESEF’) requirements.

Significant Matters Considered by the Committee in Relation to the Financial Statements

Significant accounting policies and accounting judgements and estimates are identified by

management and the external auditor and are reviewed and challenged by the Committee. These

were considered by the Committee, and details of how they were addressed in respect of the year

ended 31 December 2025, are set out below:

Areas for

Consideration

Committee Review

and Conclusion

Revenue Recognition

The Committee reviewed management’s approach to revenue

recognition against the accounting standard requirements. The

Committee noted the consistency of approach with prior years and

the detailed assessment that was performed by management when

the revenue accounting standard was being adopted. The Committee

was satisfied that Revenue was appropriately recognised.

Share-based Payments

The Committee considered the grant date fair value, vesting

conditions, initial recognition and subsequent measurement of share

options as set out in the accounting standard. The Committee was

satisfied that Share-based Payment transactions were appropriately

accounted for.

Marketing Agreement

The Group entered into an agreement with State Street under which

State Street will provide meaningful marketing support to PensionBee

Inc. Under the terms of the agreement, State Street reimburses

marketing costs incurred by PensionBee Inc. The Committee

considered the appropriateness of accounting policy adopted and

applied in accounting for the agreement. The Committee was satisfied

that the agreement was appropriately accounted for.

Income Taxes

The Committee considered the Group’s tax position and the

accounting standard requirements on recognition of a deferred

tax asset. The Committee concluded that it was appropriate not to

recognise a deferred tax asset for the year ended 31 December 2025.

The Committee was satisfied that the Income Taxes accounting

standard was appropriately applied.

Leases

The Committee reviewed the basis of accounting for all types of

leases: short term and long term, low value and high value leases. The

Committee was satisfied that leases were appropriately accounted for.

Investment in

Subsidiaries Valuation

The Committee reviewed the assessment for impairment and the

basis of accounting for the investments held by the Company in

the Subsidiaries. The Committee was satisfied that the investment

valuation methods applied by management were appropriate and

that the measurement and disclosure of investments in subsidiaries

were sufficient and appropriate.

FRS 102 for

PensionBee Group plc

Standalone Financial

Statements

Due to practical reporting considerations, the Committee reviewed

the existing accounting frameworks mix within the Group. The

Committee was satisfied with the adoption of FRS 102 for PensionBee

Group plc standalone financial statements and IFRS for the

consolidated financial statements.

Transfer Pricing

The Committee reviewed the transfer pricing policy that was adopted

by the Group following the international expansion into the US, to

confirm its appropriateness. The review was done by challenging the

transfer pricing approach, value chain analysis and benchmarking

results presented by management. The Committee concluded that

the transfer pricing policy adopted by the Group remains appropriate.

In each case, the Committee reviewed and challenged management on the appropriateness of

these accounting policies and how they were being applied to the Group’s financial statements.

Having reviewed all the available information, the Committee concluded that the accounting

policies were being appropriately applied to the Group’s financial statements.

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Corporate Governance Report

Going Concern and Viability Statement

In addition to considering significant accounting policies and accounting judgements and

estimates, the Committee plays an important role in the production of the Annual Report and

Financial Statements 2025 and the Interim Results 2025. This includes reviewing and challenging

the assumptions that support the use of the going concern basis for the preparation of the financial

statements and the statement given by the Directors as to the Group’s longer-term viability.

The Committee reviewed and challenged the detailed management analysis underpinning the

going concern assumptions and the Viability Statement. This included the KPIs, profit and loss,

cash flow, balance sheet, regulatory capital requirements and capital forecasts, on a monthly basis.

The Committee considered additional stress tests, including a sharp decline in equity markets,

the worsening of conversion and lower transferred-in retirement account sizes, all of which could

potentially be caused by the increased cost of living in the UK and the US and geopolitical disruption

impacting markets.

In the event that these modelled scenarios were to manifest, the Board has identified a number of

potential mitigating actions available to management. The primary levers for consideration would be

the reduction of discretionary marketing expenditure and the implementation of fixed cost savings.

The Board considers this approach to be reasonable, particularly as the Group’s financial position

strengthened further during 2025. This was marked by a second consecutive year of Adjusted

EBITDA profitability at the Group level and the maintenance of a robust cash balance of £32.6m as of

the end of 2025 (2024: £35.0m).

The UK business continues to serve as a profitable cornerstone for the Group, achieving its second

consecutive year of Adjusted EBITDA profitability and a Profit/(Loss) before Tax of £2.2m (2024: £(1.0)

m), through a sustained focus on self-funded growth and a strong market position. Meanwhile,

the US expansion continues to be funded by the £20m primary capital raise from October 2024,

alongside ongoing marketing support from our long-standing partner, State Street Investment

Management. To ensure a conservative approach, the financial modelling excludes associated US

Revenue; however, all potential US operating costs and short-term funding requirements remain

fully factored into the Group’s overall financial resource calculations.

After due consideration, the Committee recommended to the Board that it was appropriate for the

Group to adopt the going concern basis of accounting in the preparation of the Annual Report and

Financial Statements 2025 and that based on the current information, the Directors could make the

Viability Statement as shown on page 64 of the Strategic Report.

Principal Risks

The Board has identified and set out key risks which, if they were to materialise, could have an

impact on the Company’s ability to meet its strategic objectives (‘Principal Risks’). These Principal

Risks include Regulatory Risk, Information Security Risk, Operational Risk, Financial Risk, Strategic Risk

and Climate Risk and are further detailed on pages 56 to 63 of the Managing our Risks section of the

Strategic Report.

Risk Management Framework

The Committee monitors the risk profile of the Group and reviews the effectiveness of the Group’s

internal controls and the risk management framework overall. The Group’s risk management

framework and the associated systems and processes are designed to identify, evaluate and

manage risks within the risk appetite set by the Board.

The risk appetite statements, which set out the acceptable risk levels for all Principal Risks, were

reviewed and approved by the Board twice during the year. With respect to most risks, the risk

appetite is Low, and it is generally Medium where a risk arises as a function of the business model.

There are currently no residual risks rated High, and in cases where a residual risk is rated Medium

and is outside of (the Low) risk appetite, prompt action is taken to reduce the risk by strengthening

the controls. The Committee monitors all risks and oversees progress with the control

improvement work.

The Second Line of Defence risk reporting enables the Committee to form its view on how

effectively the risks have been assessed and mitigated, and whether necessary actions are being

taken promptly to remedy any failings of key controls, therefore ensuring that the Group continues

to operate in line with its business objectives, internal policies and regulatory requirements.

In addition, the Third Line of Defence independent assurance activities are performed in accordance

with a schedule overseen by the Committee. The Group employs external parties to provide this

assurance, and these parties are appointed based on their sector expertise, for example investment

management, finance, compliance and information security expertise. Additional external assurance

activities are conducted as required including where there are emerging risks. The Committee is

kept up to date with the work of these parties. In 2025, an external advisor conducted a review

of the Company’s risk governance function. During 2025, the Group continued to embed the risk

framework, emphasising collaboration across departments and levels as we systematically roll out

the risk management capabilities across the US entity to ensure operation within the Board’s risk

appetite globally.

Through its oversight during 2025, the Committee maintained a good understanding of principal

and emerging risks, and also gained assurance over the management’s effectiveness and decision-

making processes.

Annual Report and Financial Statements 2025

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Corporate Governance Report

Information Security Risk Management Framework

In 2025, PensionBee maintained the ISO/IEC 27001:2022 standard certification, the world’s best-

known standard for Information Security Management Systems (‘ISMS’). The ISMS is a part of a

wider strategic aim and demonstrates our commitment to continuous improvement in information

security.

Information Security and Cyber Risks are mitigated using a defence-in-depth approach, providing

multiple layers of controls. This includes continuously improving the human resources related

controls (e.g. the risk of staff clicking on phishing emails), as well as enhancing the controls across

the IT estate.

Our Information Security Team uses real-life scenarios to create plausible cyber security and data

compromise scenarios, which are simulated to help focus on continuous improvement. External

expertise and specialist resources are also utilised to ensure that evolving and emerging cyber risks

are proactively managed.

Over the past year, we have continued to invest in our ‘BeeSecure’ information security programme,

achieving significant maturity and strengthening our capability to address evolving cyber threats.

This ongoing commitment underscores the importance we place on safeguarding our information

assets and mitigating cyber security risks.

2026 Risk Management Plan

The risk management plan is reviewed and approved each year by the Committee. It enables the

Group to systematically evolve the risk management framework, align risk management with

strategic objectives for the year, and ensure the Group continues to operate in a secure and resilient

manner. The Group’s risk management focus in 2026 will be on resilience, scalability and efficiency.

The risk management strategy will continue to focus on embedding risk awareness across the

Group, developing a data driven approach to enhance decision-making and oversight, and working

to further develop the Company’s internal control functions. Further information on this is contained

on pages 56 to 63 of the Managing Our Risks Section of the Strategic Report.

External Assurance

The external assurance activities are performed to ensure the accuracy and credibility of reporting,

gain required assurance over the management of risk, demonstrate a commitment to responsible

and transparent business practices and to build trust among stakeholders. The Committee oversees

the external assurance scope, activities and findings. This includes the following audits.

Regulatory Audit

The Group employs Enhance Support Solutions in the UK to verify that it continues to operate in

compliance with relevant laws, regulations and industry standards. In 2025, this semi-annual audit

included an independent review of the discharge of the Group’s regulatory obligations including

the Senior Managers and Certification Regime, employee training, administration standards and

management information, reporting obligations, identification of risk and risk oversight, and internal

processes. The Committee had visibility of the progress and satisfactory completion of the audit.

Internal Audit

During the year, the Committee deemed that it was still appropriate for the Company to receive

assurance from external independent advisors in respect of Third Line oversight. The Committee

continues to keep this under review. In 2025, the Company’s advisors were focused on providing

assurance on the Company’s risk governance framework and associated policies and procedures,

regulatory, and information security activities and reported to the Committee accordingly.

Information Security Certifications

PensionBee’s ISMS is certified to the internationally recognised ISO/IEC 27001:2022 standard for the

management of information security. PensionBee also holds the Cyber Essentials Plus certification,

which is a government-backed scheme to help organisations improve cyber security controls.

The ‘BeeSecure’ information security strategy has been developed using principles of the National

Institute of Standards and Technology’s (NIST) Cybersecurity Framework, which is commonly used

in the financial services industry as a comprehensive framework to manage cyber risk. These three

frameworks are complementary and help improve information and cyber security controls under the

ISMS.

The ISMS is also subject to a comprehensive annual audit programme, which provides independent

and objective assurance on the system. The Information Security Committee (‘ISC’) provides

oversight of the ISMS; tracks progress against its objectives and monitors the results of the audit

programme. The ISC is held three times per year, and the members include senior stakeholders from

the business, such as the Senior VP Information Security, members of the Executive Management

Team and the Risk Management Team. Ultimate oversight of the ISC is provided by the Committee.

External Audit

Deloitte is PensionBee’s external auditor, with 2025 being their fifth financial year as the Group’s

external auditor. Jamie Partridge is the lead audit partner. Jamie Partridge took over from Kieren

Cooper, who rotated off after fulfilling the role as lead audit partner for four financial years.

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Corporate Governance Report

The Committee oversees the audit relationship with Deloitte. The Committee’s responsibilities

include making recommendations to the Board regarding the appointment and re-appointment of

the external auditor and overseeing their effectiveness, independence and objectivity.

During 2025, the Committee recommended and the Board approved the re-appointment of

the auditor, the proposed audit fee, and terms of engagement for the financial year ended 31

December 2025. The Committee assessed the effectiveness of the external auditor by reviewing

the audit plan presented by Deloitte to assess the adequacy and appropriateness of the proposed

audit procedures, completeness and relevance of the identified audit risks, and the audit team

composition and rotation. Discussions were held between the Chair of the Committee and the lead

audit partner, in the absence of management. In addition, the Committee considered feedback

from management. The Committee concluded that Deloitte was effective and independent. The

Committee complied with the FRC’s ‘Audit Committees and External Audit: Minimum Standard’

requirements during the financial year.

Non-Audit Services Policy

The Committee reviewed the existing Non-Audit Services Policy (‘NAS Policy’) and confirmed

that it was still sufficient and appropriate for the Group. The NAS Policy is reviewed annually by

the Committee to safeguard the ongoing independence of the external auditor and to ensure

compliance with the Financial Reporting Council’s Ethical Standard.

The Committee acknowledged the benefits that can be realised in using the external auditor for

non-audit services due to their understanding of the business. In the circumstance where Deloitte is

engaged to provide non-audit services, the NAS Policy governs the provision of these services and

ensures they do not impair the external auditor’s independence and objectivity.

Before proceeding with a non-audit service, the fee comparative to the audit, types of services, and

external auditor independence are considered. The Committee’s approval has to be provided before

the external auditor can be engaged to provide non-audit services. For permitted non-audit services

that are deemed to not be material, the Committee has pre-approved the use of the external auditor

for cumulative amounts totalling less than £50,000. For amounts of up to £20,000 the approval of the

CFO or the CEO is required. Non-audit fees within the threshold of £20,001 to £50,000 require the

approval of the CFO and the CEO.

Non-audit fees paid to the external auditor should not exceed 70% or more of the average audit fees

for three consecutive financial years. The cap became effective from April 2024, after the three-year

grace period as a public interest entity (‘PIE’) from the time of the IPO.

The external auditor did not undertake any non-audit work during the year, nor for 2024. The

Committee is satisfied that the external auditor’s independence has not been impaired by their

provision of non-audit services.

External Auditor Fee

An overview of the total fees paid to Deloitte are shown in the table that follows:

Item

2025

(£ 000)

2024

(£ 000)

Other Assurance Services

-

-

Tax Structuring Services

-

-

Audit Related Services

42

40

Financial Statements Audit Services

208

216

Details of the fees paid to Deloitte during the year are shown in Note ⬤ of the Financial Statements.

Compliance, Whistleblowing, Anti-Bribery and Corruption and Financial Crime

The Group maintains a robust set of Compliance policies that are documented and managed on a

dedicated platform.

Whistleblowing

The Group’s Whistleblowing Policy outlines the Group’s approach to whistleblowing. The policy

recognises that whistleblowing is an important activity that helps firms to learn about and resolve

problems before they escalate further. The aim of the policy is to ensure the Group has a fit-for-

purpose whistleblowing procedure that encourages employees to come forward with disclosures

without fear of reprisal. The Group’s whistleblowing champion is Michelle Cracknell, Chair of the

Audit and Risk Committee. During the year there were no whistleblowing incidents reported

(2024: nil).

Anti-Bribery and Corruption

The Group has zero-tolerance for bribery and corrupt activities, as outlined in its Anti-Bribery and

Corruption Policy. The aim of the policy is to help PensionBee uphold all laws relating to anti-bribery

and corruption. The anti-bribery policy applies to all Directors, officers, employees, consultants,

contractors, interns, or any other person or persons associated with the Group (including third

parties), no matter where they are located (within or outside of the UK).

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All PensionBee employees must complete anti-corruption, anti-bribery and financial crime training

as part of their annual Compliance Test. They must complete this within a month of joining the

Company and at least annually. Training is compulsory for employees at all levels, including the

Board. Training is updated annually to reflect changes in legislation and best practice. Employees are

required to pass a test on each unit with a minimum pass mark of 80%.

Financial Crime

PensionBee has a regulatory and legal responsibility to assist the authorities in countering the

perpetration of financial crimes. Financial crimes include, but are not limited to, money laundering,

terrorist financing and fraud. Financial crime is perpetrated by individuals and therefore the Financial

Crime policy is closely linked to the Know Your Customer Policy. Fraud can lead to highly damaging

outcomes for customers. Fraud risks are therefore also closely linked to the Company’s Transfer Out

and the Banking Policies, which cover the risks of making inaccurate payments.

Audit and Risk Committee Evaluation

During 2025, the Board carried out an internally facilitated Board Performance Review that included

an assessment of the Committee’s performance. The review concluded that we continued to

operate effectively. The Board was satisfied that the Committee members had the relevant financial

and commercial competence relevant to the sector in which the Group operates, and that there was

the right balance of skills and experience among its members.

Declaration on the Effectiveness of the Risk Management Framework

Upon review of the approach taken and the work carried out during 2025, and recommendations

made by the Committee, the Board was satisfied that the Group continued to operate an effective

risk management framework. This included the risk assessments made against the Board’s risk

appetite, and a review of the Company’s internal controls, which have been found to mitigate risks

whilst enabling the achievement of their intended objectives. Due to the dynamic nature of risks,

where any room for improvement has been identified, this has either been appropriately remediated

or is in the process of being addressed.

Committee Priorities for 2026

For 2026, the focus areas for the Committee are expected to include oversight of the effectiveness

of the Finance function and the timetable for production of financial information, oversight of the

maturation of the risk management framework and control assessment (Provision 29), a review

of the Consumer Duty report, a review of the links between the risk assessments and remediation

activities for the Group’s most significant risks (including Information Security Risk). The Committee

will also review the work of the external assurance providers and their reports.

Michelle Cracknell CBE

Chair of the Audit and Risk Committee

11 March 2025

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6

Directors’ Remuneration Report

Annual Statement by the Chair of the Remuneration Committee

Dear fellow shareholder,

I am pleased to present our Directors’ Remuneration Report for the year ended 31 December 2025,

which has been prepared by the Remuneration Committee (’Committee’) and approved by

the Board.

The Report comprises three sections:

•

This Annual Statement, being our annual report on the activities of the Remuneration

Committee during the year.

•

The Directors’ Remuneration Policy (‘Policy’), which is due for review at the 2026 Annual General

Meeting (‘AGM’) this year, having been previously approved by a binding vote at the 2023

Annual General Meeting with 99.09% of votes in favour. Proposed changes are detailed

on page 94.

•

The Annual Report on Remuneration, which explains how the Executive and Non-Executive

Directors have been rewarded in 2025 and how the policy will be applied in 2026. The report

will be subject to an advisory vote at the 2026 AGM.

We have prepared this report with reference to the principles of remuneration as set out in the

UK Corporate Governance Code 2024. Our objectives for the Policy and how they align with the

Company’s strategy and values are laid out on page 97 to 100. Our process and approach is laid out

on pages 97 to 100 of this report.

Roles and Responsibilities

The role of the Remuneration Committee is set out in its terms of reference, which are available on

the Company’s website:

pensionbee.com/esg

. The duties of the Committee include, but are not

limited to the following:

Duties of the Committee

Determining the Company’s framework and policy for executive remuneration.

Setting remuneration for the Chairman, all Executive Directors and the senior management team

(including the Company Secretary).

Reviewing workforce remuneration and related policies and the alignment of incentives and

rewards with culture.

Considering remuneration arrangements with respect to the UK Corporate Governance Code

requirements for clarity, simplicity, risk mitigation, predictability and proportionality.

Committee Members and Attendance

Committee Members

Position

Eligible

Meetings

Attended

Meetings

Mary Francis

Chair of the Committee

2

2

Michelle Cracknell

Independent Non-Executive Director

2

2

Lara Oyesanya

Independent Non-Executive Director

2

2

Mark Wood

Non-Executive Chair of the Board

2

2

The Remuneration Committee must comprise not less than three Directors, all of whom are

Non-Executive Directors who are independent. The Chair of the Remuneration Committee

must not be the Chair of the Company and should have served on a remuneration committee

for at least 12 months prior to being appointed.

Mary Francis CBE

Chair, PensionBee Remuneration Committee

Annual Report and Financial Statements 2025

Mary Francis, Michelle Cracknell, Lara Oyesanya and Mark Wood were members of the Remuneration

Committee throughout 2025. Further biographical details are set out on pages 68 to 71 of the Board

of Directors and Executive Management section of the Corporate Governance Report.

Meetings are held at least twice a year at appropriate times and otherwise as required.

The Committee met twice during 2025.

The Chief Executive Officer (‘CEO’), the Chief Operating Officer (‘COO’) and the Company Secretary

attended meetings by invitation to provide valuable input. However, no person plays any part in

determining their remuneration.

After each meeting, the Chair of the Committee reports to the Board on the Committee’s

proceedings in respect of all matters within its duties and responsibilities.

The Company-Wide Context

2025 was another important year for PensionBee, as the Company maintained strong growth in

Invested Customer numbers and Revenue (which continued to grow but was below the stretching

targets set), and again delivered Adjusted EBITDA profitability at the Group level. In addition, the

Company further improved scalability and continued its expansion into the US, the world’s largest

retirement market.

Against this background, the Remuneration Committee was pleased to endorse the bonus

outcomes for the Executive Directors, which are described in the Annual Report on Remuneration,

and to agree on full restricted share grants for the year ahead. There was no case this year for the

exercise of downward discretion in relation to any aspects of Directors’ remuneration.

Across the Company as a whole, the approach to remuneration continues to be underpinned by our

duty of fairness to both customers and employees, as we continue to balance cash preservation with

investment for growth, exercise vigilant control over risk, and ensure that we can recruit and retain

talented employees. Emphasis continues to be placed on applying a similar reward structure across

the Company, albeit with 2025 seeing a further shift towards performance rewards paid out more

proportionally in cash.

The remuneration arrangements in place in respect of the financial year 2025 were in full accordance

with our Remuneration Policy. The Committee considered that it demonstrated an appropriate and

conservative approach, with remuneration levels in line with (and, at the most senior levels, below)

equivalent market levels. Performance-linked elements remained largely awarded in Restricted Share

Awards (‘RSP Awards’) with a longer time horizon for vesting at senior levels, a more balanced share

of cash and RSP Awards with a shorter time horizon for vesting at mid levels, and with more junior

levels shifting entirely to cash.

The Company maintained its commitment to being a Living Wage employer for its most junior

employees and again conducted a benchmarking exercise for other roles across the Company,

ensuring that base salaries for 2026 reflect UK labour market conditions.

For 2025, we were pleased to maintain our broadly 50:50 mix of male to female and minority gender

representation.

Directors’ Remuneration Policy

I now turn in more detail to the way we pay our Executive Directors. The Directors’ Remuneration

Policy requires approval every three years. In 2023, we sought and gained shareholders’ approval for

the Policy at the AGM for a three-year period. The policy is due for re-approval this year, with only

limited updates that are highlighted in the section below, and we are confident that our approach

continues to support the delivery of the Company’s key objectives.

The Policy itself is set out in detail on pages 97 to 100 of this report, but the main changes consist of

a review of the salary cap, an increase in the cap of the annual bonus and a change to the vesting

schedule of long-term incentives, in each case to better align with market.

The Policy continues to commit to below-market average base salaries at least until ongoing

profitability is embedded for the medium term. This principle is well embedded in the Company,

noting that the bonus and RSP Awards are also set by reference to those below-market base salaries.

The new Policy continues to set a salary cap for Executive Directors of £500,000. There are no plans

to move to this level as of now, but we propose to provide for the cap going forward to increase in

line with RPI from the 2026 AGM to ensure it remains at a level to permit succession.

The new Policy includes an increase in the cap for the annual performance-related bonus from 100%

of salary, as per the existing policy, to 150% of salary to bring us into line with the market. This will be

subject to a limit that payouts will not exceed 125% until the Company reaches the level normally

required to join the FTSE250. Given the transfer in employers’ NICs (meaning that employees bear

employers’ NICs rather than the Company) and even assuming only the minimum commitment of

75% of delivery in shares, these numbers are the equivalent of 135% and 113% of salary respectively.

At least 75% of the bonus will continue to be deferred into shares.

As per the existing Policy, RSP Awards of up to 125% of salary will continue to be granted subject to

a performance underpin. There will be a change to the vesting schedule with full vesting occurring

at 3 years (rather than the current 1/3 on each of the 3rd to 5th anniversaries, which was included

at IPO but is not considered reflective of market practice). However, the post-vesting holding period

will continue to be applied until the fifth anniversary of grant.

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Directors’ 2025 Bonus and Restricted Share Plan Awards

The annual bonus plan includes a mix of financial and non-financial performance measures.

Financial measures account for 50% of the total potential, with quantifiable customer service

measures accounting for a further 25% and personal measures, which include a combination of

strategic, operational, financial and risk control measures (assessed in line with the Company-wide

appraisal), accounting for the remaining 25%. RSP Awards also depend on an underpin, similarly

based on financial, customer service and personal achievements during the previous year. The

Company’s commitment to delivering excellent outcomes for our customers is integral to setting

personal bonus targets. Such factors are also considered by the Committee when assessing the

appropriateness of the outturn and the need for the application of discretion in relation to the

annual bonus plan and RSP Awards.

As detailed on pages 30 to 37 of the Chief Financial Officer’s Review section of the Strategic

Report, the Company delivered strong top line growth across its core performance indicators,

including Assets under Administration (£7.4bn), Revenue (£42.6m which demonstrated 29% year

on year growth but which was below the stretching targets set for bonus purposes leading to a

lower payout for this component) and Invested Customers (305,000). Through appropriate cost

discipline and investment in technology to drive productivity, the Group achieved Adjusted EBITDA

profitability, and a correspondingly improved Adjusted EBITDA Margin of 2% (2024: 1%). This was

driven by a strong 12% Adjusted EBITDA Margin in our UK business (2024: 7%), with UK profits

reinvested domestically. Our US expansion represents a significant strategic opportunity, and we

continued to build a scalable, long-term presence. In addition, the Company maintained strong

performance against its customer-focused objectives, including its Trustpilot score (Excellent 4.6★)

and its app store ratings (an average of 4.7 out of 5). The target for Invested Customer numbers

reached threshold level following a planned scale-up in marketing investment and the continued

execution of our data-led acquisition strategy. By combining broad-reach brand campaigns with

sophisticated targeting, we successfully attracted a diverse range of new customers, including a

segment of younger demographics.

Overall, this led to a formulaic bonus out-turn for the Executive Directors at 64% of maximum for

2025, taking into account all elements (financial, customer and personal), which the Committee

considered appropriate and confirmed without the exercise of any discretion. This was a decrease

in payout from 2024 (89% of maximum), a year of exceptional performance when we achieved

Adjusted EBITDA profitability for the first time. The Personal Performance payout reflected strong

performance from all three Executive Directors, with the personal element paid out entirely in cash.

Similarly, the Committee assessed the underpin for the 2023 RSP Awards in early 2026. It was

satisfied with the achievements over the underpin assessment period, particularly noting the

achievements of strong share price performance since grant, positive Adjusted EBITDA for the

UK business, in line with guidance, Adjusted EBITDA profitability, at a Group level, and ongoing

growth across the UK and the US, and accordingly confirmed that the awards should vest in the

normal course without the exercise of discretion. They will vest during the period 2026-2028 and be

released only in 2028 in line with the 5-year holding period applied. However, under the disclosure

regulations, the gain is included in this year’s report.

Implementing the Policy for 2026

The base salary for each of the Executive Directors increased to £250,000 on 1 January 2025 as

approved by the Committee and in line with the Remuneration Policy, which was approved at the

2023 Annual General Meeting. The Committee has agreed that from 1 January 2026 the Executive

Directors’ salaries should be increased to £300,000. While this is a further significant increase when

expressed in percentage terms, the Executive Directors’ salary level remains relatively low when

compared with relevant benchmarks, and reflects our approach since IPO of gradually increasing

salaries on a staged basis to the lower end of market levels, with this being the second increase

(with the first coming a year later than indicated in the Policy) against benchmarks as provided for

in the policy. At all other levels in the Company, base salaries have been reviewed and generally

increased annually since IPO, and across the Company the average salary increase in 2026 was an

increase of 9%.

20

RSP Awards, are expected to be granted in the second quarter of 2026, following the Company’s

2025 year-end results announcement.

The annual bonus structure for 2026 will remain broadly unchanged, with a combination of

Financial Performance measures (including Revenue and Adjusted EBITDA Margin) accounting for

50% of the total, a Customer Love Composite score (including the equally weighted subcomponents

of the Company’s Invested Customers, Trustpilot Score, App Reviews, Complaints Ratio and Net

Promoter Score) accounting for a further 25%, and Personal and Strategic Performance accounting

for the remaining 25%. These metrics are considered to provide a balanced scorecard of the

Executive Directors’ responsibilities to key stakeholders.

Advisors

The Committee re-appointed FIT Remuneration Consultants LLP (‘FIT’) as their independent advisor

during the year. FIT advised on all aspects of our Directors’ Remuneration Policy and practice and

reviewed remuneration structures against corporate governance requirements. FIT is a member

of the Remuneration Consultants’ Group and complies with its Code of Conduct, which sets out

guidelines to ensure that its advice is independent and free of undue influence. FIT does not carry

out any other work for PensionBee or its subsidiaries. The Remuneration Committee is satisfied that

the advice is objective and independent, taking into account that during the year FIT was paid time-

based fees of approximately £27,514.25 excluding VAT.

20 This included promotions and benchmarking adjustments.

Annual Report and Financial Statements 2025

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Remuneration Committee Evaluation

During 2025, the Board carried out an internally facilitated evaluation of the Board’s effectiveness

and an assessment of the Committee’s performance. The Committee was pleased that the review

concluded it continued to operate effectively. The Board was satisfied that the Committee’s

composition was appropriate and there was the right balance of skills and experience among its

members.

Conclusion

I am grateful to my fellow Directors on the Committee, Mark Wood, Michelle Cracknell and Lara

Oyesanya, for their hard work throughout 2025, and to the whole Executive Management Team and

our professional advisors for their support and input.

We look forward to engaging with our shareholders and other stakeholders on an ongoing basis. I

would welcome any feedback or comments on the Directors’ Remuneration Report more generally

and would be glad to meet to discuss any matters of concern.

I will of course also be available at the 2026 AGM to answer any questions about the work of the

Remuneration Committee for the year.

Mary Francis CBE

Chair of the Remuneration Committee

11 March 2026

PensionBee Group plc

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Directors’ Remuneration Policy

The Directors’ Remuneration Policy (‘Policy’) is due to be re-approved at the 2026 Annual General Meeting (‘AGM’). Details of the proposed policy are outlined below and are available for inspection on the

PensionBee website:

pensionbee.com/esg

via this report.

Remuneration Policy for Executive Directors

The following table summarises each element of the Remuneration Policy for the Executive Directors, explaining how each element operates and links to the corporate strategy. The Policy is applicable to

current Executive Directors and will be applicable to any new Executive Directors. All payments made to Executive Directors are in line with the Policy.

Base Salary

Purpose

•

To recruit and retain high-calibre Executive Directors.

•

Recognise knowledge, skills and experience as well as reflect the scope and size of the role.

Operation

•

Reviewed annually (with any changes effective from January). An out of cycle review may be conducted if the Committee determines it is

appropriate.

•

When setting Base Salaries, the Committee takes into account a number of factors including (but not limited to) skills and experience of the

individual, the size and scope of the role, salary increases across the Group as well as salary levels for comparable roles in other similarly sized

companies.

•

The Executive Directors’ Base Salaries increased to £300,000 in January 2026, following the Committee reviewing salaries against benchmarks from

2025. Further details are set out on page ⬤.

•

Given that they are still relatively below average market levels, reflecting the emerging profitability of the Company, this may lead, at some stage, to a

higher level of increase than would normally be the case.

Maximum Potential Value

•

The maximum Base Salary level is £500,000. Going forwards, this figure will increase in line with the rate of UK RPI from the date of the 2026 AGM.

•

Base Salary increases are normally considered in relation to the wider salary increases across the Company, albeit recognising the low starting position

in the current Policy.

•

Above workforce increases may be necessary in certain circumstances such as when there has been a change in role or responsibility or where an

Executive Director has been appointed on an initial salary which is lower than the desired market positioning.

Performance Metrics

•

Individual performance, as well as the performance of the Company, is taken into consideration as part of the annual review process.

Annual Report and Financial Statements 2025

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Corporate Governance Report

Pension

Purpose

•

To provide cost-effective retirement benefits.

Operation

•

The Executive Directors may participate in the Company’s pension scheme or receive a cash allowance in lieu if HMRC caps apply.

•

Pension contributions and allowances are normally paid monthly and are not bonusable.

Maximum Potential Value

•

The Company pension contributions to defined contribution retirement arrangements or cash allowances are capped at those

of the wider workforce (currently 6% of qualifying salary, applied to a current salary of between £6,240 and £50,270, although these

statutory limits change from time to time, meaning the maximum employer contribution is currently £2,642).

•

This applies to current and any future Executive Directors.

Performance Metrics

•

Not applicable.

Benefits

Purpose

•

To provide competitive, cost-effective benefits which help to recruit and retain Executive Directors.

Operation

•

Benefits may include various insurances such as life, disability, medical and other benefits provided more widely

across the Company from time to time.

•

Other benefits, such as relocation expenses or expatriate arrangements may be provided as necessary.

•

Reasonable business-related expenses (including any tax thereon) will be reimbursed.

Maximum Potential Value

•

The value of benefits will vary based on the cost to the Company of providing the benefits.

Performance Metrics

•

Not applicable.

Annual Bonus

Purpose

•

To incentivise and reward for the delivery of suitably stretching annual corporate targets to align with shareholders’ and wider stakeholders’ interests.

Operation

•

The Annual Bonus is subject to performance measures and objectives set by the Committee for the financial year.

•

At the end of the performance period, the Committee assesses the extent to which the performance targets have

been achieved and approves the final outcome.

•

At least 75% of any Annual Bonus earned will be deferred in shares under the 2021 PensionBee Group plc Omnibus Plan (‘Omnibus Plan’) (‘DSB

Award’), normally for a total of three years, with a third vesting and becoming exercisable in each of the first, second and third years respectively.

•

Dividend equivalents may apply to the extent that such deferred awards vest.

•

Malus and clawback provisions apply.

•

Annual Bonus awards are non-pensionable and are payable at the Committee’s discretion.

Maximum Potential Value

•

The Annual Bonus policy maximum is 150% of Base Salary, with an internal limit of 125% until the Company reaches

the level normally required to join the FTSE250.

•

The target Annual Bonus opportunity is normally set at 50% of the maximum.

•

The threshold Annual Bonus opportunity is up to 25% of the maximum.

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Performance Metrics

•

The Committee will determine the relevant measures and targets each year taking into account the key strategic objectives at that time.

•

Performance measures may include financial, strategic, operational, ESG, and/or personal objectives.

•

At least 50% of the Annual Bonus will be linked to financial measures.

•

The Committee sets targets that are challenging, yet realistic in the context of the business environment at the time and by reference to internal

business plans and external consensus. Targets are set to ensure there is an appropriate level of ambition associated with achieving the top end of

the range, but without encouraging inappropriate risk taking.

•

The performance measures for FY25 are set out on page ⬤.

Long-Term Incentives

Purpose

•

To incentivise and reward for the delivery of long-term performance and shareholder value creation.

•

To align with shareholders’ interests and to foster a long-term mindset.

Operation

•

An annual award of restricted shares under the Omnibus Plan

(‘RSP Award’) which normally vest after a period of not less than three years (due to vest entirely on the third anniversary

of grant for Executive Directors), subject to continued employment and the achievement of a performance underpin.

•

Vested RSP Awards are subject to a further holding period applying at least until the fifth anniversary of grant during which

they may not ordinarily be sold (other than to pay relevant tax liabilities due).

•

Dividend equivalents may accrue over the period from grant until the later of vesting and the expiry of any holding period.

•

Malus and clawback provisions apply.

Maximum Potential Value

•

The maximum annual RSP Award is 125% of Base Salary and the Committee expects to normally grant awards at this level to the Executive Directors.

Performance Metrics

•

The nature of restricted shares under the RSP Award is that they are not based primarily on performance conditions, although the Committee will

apply an underpin and may reduce vesting levels if overall performance is not considered to be at a level to warrant the full vesting level (having

regard to such factors as it considers appropriate including share price, financial performance, the development of the strategy and the management

of risk and other ESG factors)

All-Employee Share Plans

Purpose

•

To encourage wider share ownership across all senior employees, including the Executive Directors.

•

To align with shareholders’ interests and to foster a long-term mindset.

•

The Company does not currently intend to deploy the all-employee share plans. Disclosure around the plans has been included

for future flexibility as required.

Operation

•

Executive Directors may participate in all employee schemes on the same basis as other eligible employees.

•

This includes the Share Incentive Plan (‘SIP’) and the Save As You Earn (‘SAYE’) which have been adopted but are not currently in operation.

•

Both plans have standard terms, which are HMRC approved and allow participants to either purchase or be granted shares (SIP)

or enter a savings contract (SAYE) in a tax-efficient manner.

Maximum Potential Value

•

Limits are in line with those set by HMRC (or at a lower level if so, determined by the Remuneration Committee).

Performance Metrics

•

Not applicable as per market standard.

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Shareholding Requirements

Purpose

•

To align with shareholders’ interests and to foster a long-term mindset.

Operation

•

Executive Directors will normally be expected to retain shares, net of sales to settle tax and social security,

until they have met the required shareholding.

•

Progress towards the guidelines will be reviewed by the Committee on an annual basis.

•

In addition, Executive Directors are expected to hold shares after cessation of employment to the full value

of the shareholding requirement (or the existing shareholding if lower at the time) for a period of two years.

Maximum Potential Value

•

The shareholding requirement for Executive Directors is 200% of Base Salary.

Performance Metrics

•

Not relevant.

Service Contracts and Letters of Appointment

Date of Service Contract

Notice Period

Romi Savova

16 March 2021

6 months

Jonathan Lister Parsons

16 March 2021

6 months

Christoph J. Martin

30 June 2022

6 months

The Executive Directors’ service contracts are stored digitally and can be accessed at the Company’s

office or virtually. Appropriate provisions for payment upon termination of employment are included

in contracts. The Non-Executive Directors do not have service contracts with the Company but

instead have letters of appointment. The date of appointment for each Non-Executive Director is

shown in the table that follows:

Date of Appointment / Re-appointment

Mark Wood

21

20 April 2024

Mary Francis

22

20 April 2024

Michelle Cracknell

23

20 April 2024

Lara Oyesanya

24

18 May 2025

The Non-Executive Directors’ letters of appointment are stored digitally and can be accessed at

the Company’s office or virtually. Each appointment is for a fixed three-year term, but each Non-

Executive Director may be invited by the Company to serve for a further period. In any event, each

21 The Director’s term runs until 20 April 2027.

22 The Director’s term runs until 20 April 2027.

23 The Director’s term runs until 20 April 2027.

24 The Director’s term runs until 18 May 2028.

Differences in Remuneration Policy for Executive Directors and Employees in General

All employees participate in the Annual Bonus scheme, which is operated on similar terms to those

for the Executive Directors, albeit with performance measures which are appropriate to their area of

responsibility. Bonus deferral in respect of Company-wide measures is applied for all employees. RSP

Awards are granted to appropriately senior members of the team on similar terms to those applied

to grants made to the Executive Directors.

Statement of Consideration of Employment Conditions Elsewhere in the Company

The Committee is kept informed of pay and employment conditions throughout the Company. This

will include information on base salary banding and increases, annual bonus outcomes and share

usage across the workforce. The Company conducts an annual benchmarking exercise that informs

the overall remuneration package at each level of employee seniority. The annual benchmarking

exercise pays due regard to job roles and seniority and is conducted centrally through an external

platform. The remuneration package for each level of employee seniority is documented in the

Company’s Policy, which is transparently shared with all employees. The Policy documents the

Company’s desire to take an industry-leading approach to reducing and eliminating pay gaps, as

well as excessive differences in remuneration between the highest and lowest paid employees.

Input from the Director responsible for Employee Engagement is also considered as part of the

Committee’s deliberations. Findings from employee engagement surveys are also provided to the

Committee.

In 2025 the Committee Chair co-hosted, alongside the CEO, a lunch and learn employee

engagement session discussing the Executive Directors’ Remuneration Policy. The session received

good engagement from across the Company. In addition, Committee members are apprised

of employee engagement and attitudes to the workplace through surveying and reports in the

Nomination Committee.

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Corporate Governance Report

appointment is subject to annual re-election by the Company at each annual general meeting, and

each Non-Executive Director’s appointment may be terminated at any time with three months’

written notice. In 2025, Lara Oyesanya was invited to serve for another three year period.

Illustration of the Remuneration Policy

The chart that follows sets out the potential values of the remuneration package for FY26 under

various performance scenarios for the Executive Directors.

Executive Directors’ Remuneration

Minimum

303

1,400

1,200

1,000

800

600

400

200

0

(000's)

0.9%

Threshold

771

On-target

865

Maximum

1,053

Maximum with

growth

1,240

99%

39%

35%

28%

45%

49%

22%

24%

43%

36%

30%

Pension

Annual Bonus

Base Salary

Long-term Incentives

0.3%

0.3%

0.2%

0.3%

12%

36%

36%

Notes:

a.

Salary represents the £300,000 expected ending salary for 2026. Benefits have been included based on 2025 figures.

b.

Pension represents the value of the annual pension allowance for Executive Directors of 6% of qualifying salary.

c.

Minimum performance comprises salary, benefits and pension only with no bonus awarded and no RSP Award vesting (i.e.

assumes the RSP Award performance underpin is not met).

d.

Threshold performance comprises annual bonus payouts at threshold level (25% of maximum) with the RSP Awards vested in full

(no share price appreciation).

e.

Target performance comprises annual bonus payouts at target level (50% of maximum) and with the RSP Awards vested in full (no

share price appreciation).

f.

Maximum performance comprises annual bonus awarded at maximum level (100% of maximum, i.e. 125% of salary) and with the

RSP Awards vested in full (no share price appreciation).

g.

Maximum + share price growth comprises the above plus an assumed increase of 50% in the value of the RSP Award to take

account of potential share price appreciation.

h.

For ease of understanding, the chart assumes an RSP Award grant at 125% of the 2026 salary. In practice, grants are considered to

relate to performance in the prior year so are based on the salary as at the previous 31 December.

Annual Report and Financial Statements 2025

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Annual Report on Remuneration

Implementation of Directors’ Remuneration Policy for FY26

Component of Pay

Implementation for FY26

Executive Directors’

Base Salaries

Salaries for each Executive Director rose to £300,000 from 1 January 2026.

Executive Directors’ Benefits

and Pension

Medical Health Insurance is being introduced by Bupa, open to all employees in the Company.

Pension provision has increased to 6% of qualifying salary (i.e. with contributions totalling up to the HMRC limit of, currently, £2,642), in line with the rest of the

Company.

Normal retirement date is expected to be age 57.

Executive Directors’

Annual Bonus

Maximum Annual Bonus of 125% of salary, with at least 75% deferred into shares (‘DSB Award’). The share element will vest in equal instalments across the first,

second and third anniversary of grant, in line with the treatment throughout the organisation.

The Executive Directors’ bonus Awards for 2026 will vest in three equal annual tranches as described.

The performance measures for 2026 bonuses are:

•

Financial Performance measures, weighted at 50% of the total bonus, and consisting of two sub-metrics each accounting for 25% of the total bonus: Revenue (£)

and Adjusted EBITDA Margin (%)

•

Customer Love Composite Score, weighted at 25% of the total bonus, and consisting of five sub-metrics each accounting for 5% of the total bonus: Invested

Customers, Trustpilot Score, App Store Ratings, Net Promoter Score and Complaints Ratio.

•

Personal and Strategic Performance, weighted at 25% of the total bonus.

Both the Financial Performance measures and Customer Love Composite Score will be revised at the end of 2026 to reflect the global growth of the Company.

Consistent with market practice, the Committee considers the targets themselves for 2026 to be confidential and will disclose them in next year’s report.

Executive Directors’ Restricted

Share Plan Award

A Restricted Share Plan Award (‘RSP Award’) of 125% of salary which vests on the third anniversary of grant and is released following the fifth anniversary.

The RSP Awards are subject to a performance underpin whereby the Remuneration Committee will assess whether vesting is appropriate, taking into consideration

the Company’s share price, its financial performance over the vesting period and the participant’s adherence to the Company’s values and its standards on risk and

relevant environmental, social and governance factors. On the basis that the RSP Awards are intended to provide greater certainty of vesting in consideration of

lower than market average Base Salaries, the default will be for vesting to occur, unless the Remuneration Committee decides otherwise.

Non-Executive Directors’ Fees

Changes to Non-Executive Directors’ Fees will align with market benchmarking, which is the primary basis for determining Non-Executive Directors’ fees:

•

Chair of the Board fee increased from £175,000 to £180,000 on 1 January 2026

•

Non-Executive Director (‘NED’) base fee increased from £50,000 to £55,000 on 1 January 2026

•

Senior Independent Director fee remains at £25,000

•

Board Committee Chair fee remains at £10,000

•

Employee engagement lead fee remains at £10,000

NEDs are eligible to participate in the Company’s automatic enrolment pension plan.

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Single Total Figure of Remuneration (Audited)

The figures included in the tables below represent remuneration relating to 2025 and 2024 respectively.

2025

Executive Directors

Non-Executive Directors

Romi

Savova

Jonathan

Lister Parsons

Christoph J.

Martin

Mark

Wood

Mary

Francis

Michelle

Cracknell

Lara

Oyesanya

Fixed Pay

Base Salary/Fee

£250,000

£250,000

£250,000

£175,000

£95,000

£60,000

£50,000

Benefits

n/a

n/a

n/a

n/a

n/a

n/a

n/a

Pension

25

£2,202

£2,202

£2,202

n/a

n/a

£2,202

£2,188

Variable Pay

Annual Bonus

£159,488

£159,488

£159,488

n/a

n/a

n/a

n/a

Long-Term Incentives

£355,552

£355,552

£355,552

n/a

n/a

n/a

n/a

Total

£767,242

£767,242

£767,242

£175,000

£95,000

£62,202

£52,188

Total Fixed Remuneration

£252,202

£252,202

£252,202

£150,000

£95,000

£62,202

£52,188

Total Variable Remuneration

£515,040

£515,040

£515,040

n/a

n/a

n/a

n/a

2024

Executive Directors

Non-Executive Directors

Romi

Savova

Jonathan

Lister Parsons

Christoph J.

Martin

Mark

Wood

Mary

Francis

Michelle

Cracknell

Lara

Oyesanya

Fixed Pay

Base Salary/Fee

£200,000

£200,000

£200,000

£150,000

£95,000

£60,000

£50,000

Benefits

n/a

n/a

n/a

n/a

n/a

n/a

n/a

Pension

25

£2,202

£2,202

£2,202

n/a

n/a

£2,202

£2,188

Variable Pay

Annual Bonus

£178,214

£178,214

£178,214

n/a

n/a

n/a

n/a

Long-Term

Incentives

£238,828

£238,828

£170,592

n/a

n/a

n/a

n/a

Total

£619,244

£619,244

£551,008

£150,000

£95,000

£62,202

£52,188

Total Fixed Remuneration

£202,202

£202,202

£202,202

£150,000

£95,000

£62,202

£52,188

Total Variable Remuneration

£417,042

£417,042

£348,806

n/a

n/a

n/a

n/a

25 This equates to 5% of qualifying salary (i.e. with contributions totalling up to the HMRC limit of, currently, £2,202)

Annual Report and Financial Statements 2025

103

Corporate Governance Report

Notes to the Table

Benefits

The Executive Directors did not receive benefits from the Company but are eligible to participate in

Company-wide schemes from time to time.

Pension

The Executive Directors received pension benefits equivalent to 5% of qualifying earnings.

Long-Term Incentives

Under the disclosure regulations, long-term incentive awards are reported when, and to the extent,

that the performance underpins are met. The second set of RSP Awards had the underpin tested

at the end of 2025 and the vesting was confirmed by the Remuneration Committeein early 2026;

noting the achievements of strong share price performance since grant, positive Adjusted EBITDA for

the UK business, in line with guidance, Adjusted EBITDA profitability, at a Group level, and ongoing

growth across the UK and the US. These awards have, therefore, been included in the above table

using the 3-month average closing Company share price on 31 December 2025. This is true for the

2025 Long-Term Incentives and the proportion of the 2024 Long-Term Incentives that are unvested.

The vested proportion of the 2024 Long-Term Incentives have been updated to reflect the actual

share price at the vesting.

26

For the 2022 grant referenced under the 2024 Long-TermIncentives,

this represents an increase in value of £20,079 since grant for Romi Savova and Jonathan Lister

Parsons

27

and an increase of£14,342 for Christoph J. Martin.

28

For the 2023 grant referenced under

the 2025 Long-Term Incentives, this represents an increase in value of £136,803 since grant for all

three Executive Directors.

29

It is worth noting that the reported value of Long-Term Incentives rose

between 2024 and 2025. This arose as the original grant value is linked to salary (conservatively

compared with other companies using the salary inthe prior financial year) so the 2022 grant

reported in 2024 used the lower 2021 salary.

26 None of this amount reflects an increase in the share price over the period.

27 The 2022 Long-Term Incentive grant for Romi Savova and Jonathan Lister Parsons was for a total of 152,545 shares each, valued

at the time at £218,750 using a share price of £1.434. The first tranche of 50,849 vested at 1.5225, with a new valuation of £77,418.

The remaining tranches amounting to 101,696 shares were revalued using the 3-month average share price for the end of 2025,

1.5871875, providing a new value of £161,411. Combined this total a new value for the whole grant of £238,828, an increase of

£20,079 on the value at grant.

28 The 2022 Long-Term Incentive grant for Christoph Martin was for a total of 108,961 shares each, valued at the time at £156,250

using a share price of £1.434. The first tranche of 36,321 vested at 1.5225, with a new valuation of £55,299. The remaining tranches

amounting to 72,640 shares were revalued using the 3-month average share price for the end of 2025, 1.5871875, providing a new

value of £115,293. Combined this total a new value for the whole grant of £170,592, an increase of £14,342 on the value at grant.

29 The 2023 Long-Term Incentive grant for Romi Savova, Jonathan Lister Parsons and Christoph Martin was for a total of 224,014

shares each, valued at the time at £218,750 using a share price of £0.9765. No tranches have yet vested, meaning all shares were

revalued using the 3-month average share price for the end of 2025, 1.5871875, providing a new value of £355,552, an increase of

£136,803 on the value at grant.

Annual Bonus for 2025: Targets and Outcomes

The Annual Bonus for FY25 was subject to Financial Performance measures which consisted of the

equally weighted measures of: Revenue (25% of Annual Bonus), Adjusted EBITDA Margin (25% of

Annual Bonus), a Customer Love Composite Score (25% of Annual Bonus which included equally

weighted targets in relation to Invested Customers, Trustpilot Score, App Store Ratings, the Net

Promoter Score and Complaints), and Personal and Strategic Performance (25% of Annual Bonus).

The Personal Performance element is based on a competency matrix, comprising quantitative

and qualitative measures, that rewards each Executive Director for their achievements over the

course of the year in line with their accomplishments and embodies the Company’s values of

Love, Quality, Honesty, Innovation and Simplicity. The competency matrix refers to the Executive

Director’s achievements with respect to furthering the Company’s culture, the Company’s approach

to diversity and inclusion, the Company’s delivery of operational performance, strategic initiatives

and the approach to risk management controls, including the timely submission of policies and risk

assessments, the minimisation and effective resolution of risk incidents and adherence to budgetary

cost controls.

The CEO’s personal objectives included managing the Company’s global growth, including in the

UK and in the USA. UK objectives related to growing marketing expenditure and increasing the

customer base while maintaining efficiency. US objectives related to growing brand awareness and

developing the product offering. Specific objectives included the UK Cost per Invested Customer

and Invested Customers / FTE. The CEO focused on leadership through maintaining the company’s

culture and supporting its mission, vision and values. Specific measurable goals were set, including

with respect to employee engagement ratings.

The CTO’s personal objectives included building a world-class engineering function, with high levels

of productivity; maintaining and improving our Information Security Management System; and

delivering technology platform scalability to support projected volumes of customers. The CTO was

also responsible for the technical aspect of developing the US proposition. Specific measurable goals

were set, including productivity (internal and customer-oriented) and technical health metrics.

The CFO’s personal objectives included managing our capital structure efficiently, business planning

and monitoring of the execution of the business plan and particularly the delivery of the Company’s

core financial objectives, including the delivery of Adjusted EBITDA profitability in the UK. The

CFO was evaluated on the quality and process relating to the preparation of the budget, monthly

accounts and departmental expenditure plans, as well as the overall integrity and delivery timeline

of the Company’s financial results. The CFO was responsible for all financial aspects of PensionBee’s

global expansion.

PensionBee Group plc

104

Corporate Governance Report

The table below summarises the 2025 performance targets and outcomes, including the personal

performance of Executive Directors, which in this case saw the same result for all three:

Metric

Weighting

Threshold

Target

Max

Actual

Out-turn

Revenue

25%

£41.5m

£43.0m

£44.5m

£42.6m

43%

Adjusted

EBITDA Margin

25%

(10.8%)

(8.2)%

(5.6)%

2.0%

100%

Customer Love

Composite Score

of which:

Invested

Customers

5%

300,000

330,000

400,000

305,000

29%

of which:

Trustpilot Score

5%

4.5

4.6

4.7

4.6

50%

of which:

App Store

Rating average

5%

4.5

4.6

4.7

4.7

100%

of which:

NPS

5%

54

56

58

58

100%

of which:

Complaints per

1,000 accounts

5%

0.80

0.65

0.50

0.42

100%

Personal

Performance

25%

25%

50%

100%

36%

36%

Overall

64%

The Committee considered that the overall performance and the experience of stakeholders was

appropriately reflected in the overall bonus outcome and therefore no discretion was required to

amend the result. The personal performance score reflected the balance placed on higher cash

reward in 2025 relative to 2024.

For FY25, 100% of any bonus linked to Company-wide performance is deferred, and 100% of any

bonus linked to individual performance will be paid in cash, resulting in 88% deferral for Executive

Directors. The deferred bonus vests in equal proportions over three years.

Consistent with the approach adopted for all equity awards, participants are required to bear

any employers’ NICs on those awards which means that the headline level of DSB Awards and

RSP Awards overstates their commercial value by approximately 14% compared with other listed

companies where the company itself bears this charge. This reflects the emerging profitability status

of the Company and will be kept under review for subsequent grants.

Cash Bonus

(£)

Deferred Bonus

(£)

Total Bonus

(£)

Total Bonus

(% Max)

CEO

£22,500

£136,988

£159,488

64%

CTO

£22,500

£136,988

£159,488

64%

CFO

£22,500

£136,988

£159,488

64%

Awards Vesting in the Year

Under the disclosure regulations, long-term incentive awards are reported when, and to the extent,

that the performance underpins are met. The second RSP Awards had the underpin tested at the

end of 2025 and the vesting was confirmed by the Remuneration Committee in early 2026, on the

basis that the Committee was satisfied with the progress made by the Company since the awards

were granted. These awards have, therefore, been included in the 2025 Single Total Figure of

Remuneration table using the 3-month average closing Company share price on 31 December 2025.

The values noted represent an increase in value of £136,803 since grant in 2023.

30

Awards Granted in the Year

The following awards with respect to the Financial Year ending 2024 were granted in March 2025:

Restricted Share Plan Awards*

Deferred Share Bonus Awards**

CEO

170,358

109,175

CTO

170,358

109,175

CFO

170,358

109,175

*

The RSP Awards represent 125% of their salaries as at 31 December 2024 (i.e. £250,000) using a share price of 146.75p (being the

average closing share price on the two dealing days immediately prior to grant). The RSP Awards are subject to a performance

underpin assessing performance to the third anniversary of grant but no pre-set percentage would vest for any given level of

performance. They will then be subject to an additional two year holding period.

** The DSB Awards represent the proportion of the bonus awarded in shares contingent on employment to the third anniversary of

grant. They had a face value of £54,692 using a share price of 97.65p.

30 The 2023 Long-Term Incentive grant for Romi Savova, Jonathan Lister Parsons and Christoph Martin was for a total of 224,014

shares each, valued at the time at £218,750 using a share price of £0.9765. No tranches have yet vested, meaning all shares were

revalued using the 3-month average share price for the end of 2025, 1.5871875, providing a new value of £355,552, an increase of

£136,803 on the value at grant.

Annual Report and Financial Statements 2025

105

Corporate Governance Report

Shareholding Interests

and Incentives

31

Shareholding

Interests

Options Unvested and

Subject to Performance

Conditions

32

Options Unvested

and Not Subject to

Performance Conditions

33

Options Vested

and Not Subject to

Performance Conditions

34

Exercised

Options

Shareholding

Requirement Met

Romi Savova

76,141,724

652,104

318,234

50,849

231,010

35

Yes

Jonathan Lister Parsons

12,132,356

652,104

318,234

50,849

231,010

36

Yes

Christoph J. Martin

37

1,023,897

652,104

289,178

36,321

101,091

38

Yes

Mark Wood

39

482,805

0

0

0

0

n/a

Mary Francis

40

50,141

0

0

0

0

n/a

Michelle Cracknell

0

0

0

0

0

n/a

Lara Oyesanya

34,018

0

0

0

0

n/a

Other Statutory Requirements

41

Our middle market share price at the close of business on 31 December 2025 was 165p and the range of the middle market price during the year was 133p to 174p.

Since the year-end there have been no other changes in the shareholdings.

31 DSB Options are exercisable from the first anniversary of grant until the fourth anniversary of grant. The RSP awards vest one third on each of the third, fourth, and fifth anniversaries and (to the extent the performance

underpin is met following the third anniversary of grant). The RSP awards are subject to a holding period till the fifth anniversary of grant when they become exercisable till the sixth anniversary of grant.

32 RSP Awards.

33 DSB awards and RSP awards (that have completed any underpin period).

34 RSP awards that have vested but remain unexercised.

35 Romi Savova’s exercise of 231,010 options at £1.49, equated to a total gain of £344,087.

36 Jonathan Lister Parson’s exercised 161,010 options exercised at £1.49 and 70,000 EMI options exercised at a nominal price, equated to a total gain of £239,823.

37 Christoph J. Martin’s shareholding of 1,023,897 shares includes 90,000 shares held in his SIPP and 42,490 held in an ISA.

38 Christoph J. Martin’s exercised 83,591 options exercised at £1.62 and 17,500 EMI options exercised at a nominal price, equated to a total gain of £135,57.

39 Mark Wood’s aggregate shareholding of 482,805 shares includes 464,305 Shares held by him, 18,500 Shares held in his SIPP.

40 Mary Francis’s shareholding is held jointly with her husband.

41 All numbers are unaudited unless otherwise stated.

PensionBee Group plc

106

Corporate Governance Report

Change in CEO Total Remuneration

The chart that follows shows the value of £100 invested in the Company on Admission at the IPO price, compared with the value of £100 invested in the FTSE All Share Index

at the same date and the movement in value until 31 December 2025.

FTSE All Share Index

PensionBee

Source: Datastream

(a LSEG product)

140

120

100

80

60

40

20

0

23 Apr 2021

31 Dec 2021

31 Dec 2022

31 Dec 2023

31 Dec 2024

31 Dec 2025

160

CEO Single Figure History

Total Remuneration*

Annual Bonus as % of Max

Long-Term Incentive Shares Vesting as % of Max

FY21

£513,384

75.00%

n/a

FY22

£249,393

41.25%

n/a

FY23

£347,651

79.52%

n/a

FY24

£619,244**

89.11%

n/a

FY25

£767,242

63.75%

n/a

Notes:

*

The table ‘Single Total Figure of Remuneration (Audited)’ outlined above details the components of the CEO’s Total Remuneration.

** This figure has been revised down from £629,208 following the first tranche of Long-Term Incentives vesting. In the 2024 report the value Long-Term Incentive value was calculated by multiplying the entire award by the 3-month average share price from the end of 2024

(152,545 shares x £1.630938). Since the first tranche has now vested, that proportion has been valued at the share price at the time of vesting (50,849 shares x £1.5225) plus the remaining unvested shares revalued using the 3-month average share price from the end of

2025 (101,696 shares x £1.5871875).

Annual Report and Financial Statements 2025

107

Corporate Governance Report

CEO Pay Ratio (Unaudited)

The following table shows the multiple of our CEO’s pay ratio to median, lower quartile and upper quartile pay at the Company. The calculations are based on methodology Option A as defined

by the regulations and calculating the pay and benefits of all UK employees on a full-time equivalent basis. The CEO pay ratio is based on comparing the CEO’s pay to that of PensionBee’s UK-based

employee population.

The Committee will continue to monitor trends in the CEO pay ratio over the longer term.

Methodology

25th Percentile

50th Percentile

75th Percentile

Option A

20:1

15:1

8:1

Total Pay

£38,281

£49,826

£90,876

Salary Component

£33,000

£44,154

£67,715

CEO Pay Ratio

2024

2025

2022

2023

2021

25th percentile

50th percentile

75th percentile

8:1

8:1

6:1

5:1

7:1

14:1

15:1

9:1

7:1

9:1

20:1

18:1

10:1

8:1

18:1

PensionBee Group plc

108

Corporate Governance Report

Relative Importance of Spend on Pay

2024

2025

YoY % Change

Total Employee Costs

(Note 6 of the Financial Statements)

£12.6m

£15.3m

21%

Distributions to Shareholders

£0

£0

n/a

Percentage Change in Director Pay

Year on Year Change*

Percentage

Change in

Salary

Percentage

Change in

Pension

Contributions

Percentage

Change in

Annual Bonus

Overall

Percentage

Change

Romi Savova

25%

0%

(11)%

8%

Jonathan Lister Parsons

25%

0%

(11)%

8%

Christoph J. Martin

25%

0%

(11)%

8%

Mark Wood

17%

n/a

n/a

17%

Mary Francis

0%

n/a

n/a

0%

Michelle Cracknell

0%

0%

n/a

0%

Lara Oyesanya

0%

0%

n/a

0%

Notes:

*

Annualised figures including compensation from 2025. These figures do not include Long Term Incentives. The figures are not

comparable to the table ‘Single Total Figure of Remuneration (Audited)’.

Payments for Loss of Office and/or Payments to Former Directors

No payments for loss of office, nor payments to former Directors were made during the year

under review.

Statement of Voting at the Annual General Meeting (Unaudited)

At the Company’s 2025 Annual General Meeting (‘AGM’), shareholders were asked to vote on the

Directors’ Remuneration Report for the year ended 31 December 2024. This resolution received

significant votes in favour by shareholders. The votes received were:

Resolution

Votes

For

% of Votes

Votes

Against

% of Votes

Votes

Withheld

To approve the Directors’

Remuneration Report

(2025 AGM)

148,914,877

99.07

1,395,725

0.93

26,160

The Directors’ Remuneration Policy had already been approved at the 2023 AGM

42

and will be due

for renewal in 2026. The Policy has undergone a review by the Remuneration Committee and will be

recommended to shareholders at the Company’s 2026 AGM.

This report was approved by the Board of Directors and signed on its behalf by:

Mary Francis CBE

Chair of the Remuneration Committee

11 March 2026

42 The Directors’ Remuneration Policy was approved with 142,882,040 votes in favour (99.28% of votes), 1,032,769 against (0.72% of

votes) and 53,659 votes withheld.

Annual Report and Financial Statements 2025

109

Corporate Governance Report

7

Directors’ Report

The Directors’ Report for the year ended 31 December 2025 comprises pages 110 to 114 of this report, together with the sections of the Annual Report and Financial Statements 2025 incorporated

by reference. The Corporate Governance Report set out on pages 65 to 115 is incorporated by reference into this report and, accordingly, should be read as part of this report.

As permitted by legislation, some of the matters required to be included in the Directors’ Report have instead been included in the Strategic Report set out on pages 65 to 115, as the Board considers

them to be of strategic importance.

Taken together, the Strategic Report on pages 1 to 64 and this Directors’ Report fulfil the requirement of Disclosure, Guidance and Transparency Rule 4.1.5R to provide a management report.

Disclosure

Location

Future Business Developments

About Us, pages 8-25

Research and Development

Note 2 of the Financial Statements, page 130

Financial Instruments

Note 25 of the Financial Statements, page 147

Financial Risk Management Objectives and Policies

Note 25 of the Financial Statements, page 147

Exposure to Price, Credit and Liquidity Risk

Managing our Risks, pages 56-63

Note 25 of the Financial Statements, page 147

Scope 1 and Scope 2 Greenhouse Gas emissions (‘GHG’), contained within our ⬤ section.

Scope 3 GHG emissions are included in our Task Force on Climate-related Financial

Disclosures (‘TCFD’) in the Company’s Sustainability Report.

Climate-related Disclosures, pages 50-55

2025 Sustainability Report

People, Values and Culture

About Us, pages 8-25

ESG Considerations (Stakeholder Engagement), pages 40-49

Section 172 Statement

ESG Considerations (Section 172 Statement), page 48

Stakeholder Engagement

ESG Considerations (Stakeholder Engagement), pages 40-49

Directors’ Interests

Directors’ Remuneration Report, pages 93-109

Statement of Directors’ Responsibility

Statement of Directors’ Responsibility, page 115

Applicable Disclosures required under UK Listing Rule 6.6.1R

Location

Details of Long-Term Incentive Schemes

Directors’ Remuneration Report, pages 93-109

Relationship with Major Shareholder Statement

Directors’ Report, pages 112-113

PensionBee Group plc

110

Corporate Governance Report

Principal Activity

PensionBee is a leading online retirement savings provider. Our mission is to build retirement

confidence, so that everyone can enjoy a happy retirement. We simplify retirement saving by

bringing the entire pension journey into one clear, intuitive digital platform. Customers can

consolidate existing retirement accounts, invest in a curated range of diversified portfolios, make

flexible contributions, view transparent fees and projections, and withdraw their savings seamlessly

as they approach retirement. Every customer gets their own dedicated ‘BeeKeeper’, a personal

account manager who can guide them through the process. The Company is registered as a public

limited company under the Companies Act 2006 and is listed on the Main Market of the London

Stock Exchange.

Results and Dividends

The results for the year are set out in the Consolidated Statement of Comprehensive Income on

page 125 of the Financial Statements. The Directors are not proposing a final dividend for the year

ended 31 December 2025.

Directors and their Interests

The names and biographies of the Directors who were in office during the year ended 31 December

2025 are set out on pages 68 to 71 of the Board of Directors and Executive Management section of

the Corporate Governance Report.

Directors’ interests in the Ordinary shares of PensionBee Group plc as of 31 December 2025 are set

out within pages 93 to 109

of the Directors’ Remuneration Report within the Corporate Governance

Report. Details of Directors’ service contracts are set out on page 79 of the Corporate Governance

Statement within the Corporate Governance Report.

During the period covered by this report, no Director had any material interest in a contract to

which the Company or any of its subsidiary undertakings was a party (other than their own service

contract) that requires disclosure under the requirements of the Companies Act 2006.

Directors’ Powers

The powers of the Directors are set out in the Articles of Association and the Companies Act 2006

(‘Act’) and are subject to any directions given by special resolution. The Directors are responsible for

the management of the Company’s business, for which purpose they may exercise all the powers of

the Company whether relating to the management of the business or not. The Directors may also,

subject to the Articles, delegate any of their powers, authorities and discretions as they see fit.

The Articles give the Directors power to appoint and replace Directors. Unless otherwise determined

by the Company by ordinary resolution, the number of directors (other than alternate directors)

must not be less than two and must not be more than thirteen.

Appointment and Replacement of Directors

The rules governing the appointment and replacement of Directors are set out in the Company’s

Articles and are governed by the Code, the Act and related legislation. Directors may be appointed

by ordinary resolution at a general meeting, by a decision of the Directors or by the sole Director if

the Company has only one Director.

All Directors are subject to election by shareholders at the first Annual General Meeting (‘AGM’)

following their appointment and to annual re-election thereafter, in accordance with the UK

Corporate Governance Code.

Please also refer to the paragraph entitled Relationship with Major Shareholder set out below.

Articles of Association

The Articles may be amended by a special resolution of the Company’s shareholders. They were last

reviewed, updated and adopted at the Company’s AGM in May 2022. As well as setting out the rules

governing the appointment and replacement of Directors, the Articles also set out, amongst other

matters, the Directors’ general authority, rules on decision-making by the Directors, as well as in full

the powers of the Directors in relation to issuing shares and buying back the Company’s own shares.

A copy of the Company’s Articles can be found on the Company’s website at

pensionbee.com/esg

.

Directors’ Insurance and Indemnities

The Company’s Articles provide, subject to the provisions of UK legislation, an indemnity for

Directors and Officers of the Company and the Group in respect of liabilities they may incur in the

discharge of their duties or in the exercise of their powers.

Directors’ and Officers’ qualifying third party indemnity insurance cover in accordance with section

234 of the Companies Act 2006, is maintained by the Company and is in place in respect of all the

Company’s Directors at the date of this Annual Report and Financial Statements 2025. The Company

reviews its level of cover on an annual basis.

Annual Report and Financial Statements 2025

111

Corporate Governance Report

Compensation for Loss of Office

The Company does not have any agreements with any Executive Director or employee that would

provide compensation for loss of office or employment resulting from a takeover.

Whilst provisions of the Company’s historic EMI Scheme and Non tax-qualifying Scheme would

cause options and awards outstanding under such schemes to vest on a takeover, issued awards

fully vested during 2025. Under the Omnibus Plan, Restricted Share Plan Awards will vest subject to

the measurement of the underpin at the time of the event and, unless the Remuneration Committee

determines otherwise, time pro-rated Deferred Share Bonus Awards will vest in full.

Further information is provided on pages 93 to 109 of the Directors’ Remuneration Report within the

Corporate Governance Report.

Share Capital

Details of the Company’s authorised and issued share capital, together with movements during

the year, are set out in Note 2 of the Financial Statements. As of 31 December 2025, the Company’s

issued share capital consisted of 237,908,387 Ordinary shares with a nominal value of £0.001 each.

Since the financial period end, the Company’s issued share capital has increased to 237,957,392

due to the exercise of vested options granted under the historic EMI Scheme and Non tax-

qualifying Scheme, together with the exercise of vested options and delivery of vested conditional

share awards under the Company’s current Omnibus Plan. Details of the employee share plans

are provided on pages 93 to 109 of the Directors’ Remuneration Report within the Corporate

Governance Report.

The Company has one class of Ordinary Share. There are no specific restrictions on the size of

the holding, nor on the transfer of shares, both of which are governed by the general provisions

of the Articles and prevailing legislation. Ordinary shareholders are entitled to receive notice of,

and to attend and speak at, any general meeting of the Company. On a show of hands, every

shareholder present in person or by proxy (or being a corporation represented by a duly authorised

representative) shall have one vote, and on a poll every shareholder who is present in person or by

proxy shall have one vote for every share of which they are the holder. The Notice of Annual General

Meeting specifies deadlines for exercising voting rights and appointing a proxy or proxies.

Secondary Placing of Shares and Lock-Up Arrangements

During 2025, certain Directors of the Company (Romi Savova, Jonathan Lister Parsons and Mark

Wood), who placed an aggregate of 5,608,686 Ordinary Shares in PensionBee on 21 June 2024,

were subject to a 365-day lock-up in relation to all other Ordinary Shares held by them. This lock up

expired on 21 June 2025.

Authority to Purchase Its Own Shares

Pursuant to the terms of its Articles, the Company is permitted to purchase its own shares subject

to shareholder approval. The necessary shareholder authority was not sought at the 2025 Annual

General Meeting given that the Company is a pre-profit business with a significant opportunity for

continued growth.

Significant Interests

The interests in shares notified to the Company in accordance with the Disclosure Guidance and

Transparency Rules as of 31 December 2025 are set out below.

Name of

shareholder

Number of Ordinary Shares

of £0.001 each Held

Percentage of Total Shares