Quilter plc Annual Report 2025

Brighter financial

futures for every

generation

Quilter plc Annual Report 2025

At Quilter, we believe in brighter

financial futures for every generation.

Our core values – do the right thing,

always curious, embrace challenge

andstronger together – continually

driveus inthe way we behave with our

customers, partners and each other.

Quilter plc listed on the London and Johannesburg Stock Exchanges on 25 June 2018. Quilter has a primary

listing on the London Stock Exchange anda secondary listing on the Johannesburg StockExchange.

Strategic Report

2 Chair’s statement

3 Chief Executive Officer’s review

6 Our markets

7 Delivering for our customers

8 – Money needs a plan

10 Our strategy

11 Our strategic phases

12 Our business model

14 Key performance indicators

16 Section 172(1) statement

17 Stakeholder engagement

20 Our people

26 Responsible investment

27 Climate change

37 Being a responsible business

37 – Non-financial and sustainability

information statement

38 Financial review

44 Risk review

49 Goingconcern and viability statement

Governance Report

51 Chair’s governance overview

52 Operating within a robust

governance framework

53 Board of Directors

56 Governance at a glance

57 Principal decisions of the Board in2025

63 Board Corporate Governance and

Nominations Committee Report

70 Board Audit Committee Report

77 Board Risk Committee Report

82 Remuneration Report

82 – Board Remuneration Committee Report

87 – At a glance – 2025 remuneration

88 – Directors’ Remuneration Policy (summary)

92 – Annual Report on Remuneration

103 – At a glance – implementation of thePolicy

in2026

106 Directors’ Report

Financial statements

111 Statement of Directors’ responsibilities

112 Independent auditors’ report

119 Group consolidated financial statements

122 Notes to the consolidated financialstatements

173 Appendix

175 Parent Company financial statements

Other information

181 Shareholder information

185 Alternative performance measures

187 Glossary

Alternative performance measures (“APMs”)

We assess our financial performance using a variety of measures

including APMs, as explained further on pages 185-186. These

measures are indicated with an asterisk (*).

Assets under management and

administration (“AuMA”)*

£141.2bn +18%

Core net flows*

£9.1bn +75%

Adjusted profit before tax*

£207m +6%

IFRS profit/(loss) after tax

£120m +453%

Recommended total dividend per share

6.3p +7%

Adjusted diluted earnings pershare*

11.0p +4%

Operating margin*

30% +1ppt

2025 highlights

Financial performance highlights

£141.2bn

£119.4b n

11.0p

10.6p

£9.1bn

£5.2bn

£207m

£196m

30%

29%

25 £120m

£(34)m 24

6.3p

5.9p

During 2025, the Group delivered a

significant increase in gross and net

inflows as well as an improvement in

adjusted profit and operating leverage.

£52m

Exceeded Simplification PhaseTwo planned

savings of £50m, on an annualised run-rate basis.

Increasing

Restricted Financial Planner numbers,

supportedbygraduates from the Quilter

FinancialAdviser Academy.

£9.1bn

Record core net inflows, outperforming our

average through the cycle guidance of 4-5% net

inflow as a percentage of opening assets and

withfour consecutive quarters consistently

delivering at least £2.0 billion of net inflows.

Growing

market share in Affluent segment; High Net

Worth outperforming listed peers.

Money

needsaplan

advertising campaign launched in Q42025,

buildingbrand awareness highlighting the

importanceof investment and financial planning.

£100bn+

Platform AuMA exceeded £100 billion,

making it the largest retail advised Platform

in the UK market. WealthSelect AuM

exceeded £25 billion, making it the largest

Managed Portfolio Service in the UK market.

Expanding

High Net Worth proposition in Ireland

throughacquisition.

Quilter plc Annual Report 2025

Other informationFinancial statementsGovernance ReportStrategic Report

Chair’s statement

Dear shareholder

As I reflect on the significant progress we made

in2025, I would like to start by thanking our

colleagues for their contribution to the continued

success of Quilter. Whenever I talk to colleagues,

Iam struck by their focus on delivering our purpose

of brighter financial futures for every generation.

Despite the challenges in the global external

markets, geopolitical events and uncertainty for

customers and advisers in the run-up to the UK

Budget statement in November, we have made

good progress on delivering our strategic goals

whilst remaining relentlessly focused on how we

deliver value for our stakeholders. Iam pleased

that the momentum we saw in 2024, delivered

sustained performance in 2025.

Strong financial performance

In 2025, we delivered good profit growth and

demonstrated consistent strong performance from

our dual distribution model. We generated over

£20 billion of gross flows overthe year, withcore

net inflows up 75% to £9.1billion, representing

8%of opening assets (2024:£5.2billion,

5%ofopening assets). Net inflows of10% of

opening balances for the Platform demonstrates

the strength of our franchise.

Shareholder returns

2025 was another year of excellent returns

forourshareholders. We delivered a total

shareholder return of 24% in sterling terms

(and19% in ZAR terms on the JSE), delivering a

performance broadly in line with the FTSE 100

index andoutperforming the FTSE 250 index.

The Board is recommending to shareholders at

our 2026 Annual General Meeting (“AGM”), a Final

Dividend of 4.3 pence per share. Taken with our

Interim Dividend of 2 pence per share paid in

September 2025, the full year dividend will be

6.3pence per share, which is anincrease of

7%over the 2024 level.

Following the capital review announced on

6August 2025, the Board has confirmed its

intention to return up to £100 million of capital

toshareholders via a Share Buyback Programme

(the “Programme”). The Programme will be

conducted concurrently on the London and

Johannesburg Stock Exchanges. Given the size of

the capital return relative to the current trading

liquidity inQuilter shares, we currently expect the

full Programme to complete by the end of the year.

In addition, the Board has also confirmed that

from 2026 we will operate a Distribution Policy,

combining regular ordinary dividends payable in

cash and annual share buyback programmes. It is

currently expected that approximately 70% of

post-tax, post-interest adjusted profit will be

distributed to shareholders. Each Interim Dividend

will, in normal circumstances, be set at one third

of the previous year’s total dividend. More details

on both matters are included in the Financial

review on pages 38 to 43.

Stakeholder engagement

The views of our shareholders remain an

important influence on our boardroom

discussions. Once again, we maintained a high

level of engagement with existing and potential

shareholders in the year. I continued my

programme of engagement and, in early 2025

and2026, I met with a number of shareholders in

the UK and South Africa covering topics including

corporate governance, executive remuneration,

Board composition and succession planning. You

can read about the engagement with our

shareholders on the changes to the remuneration

for our Chief Executive Officer on page 82 and

pages 85 to 87.

Quilter’s commitment to responsible investment

isoutlined on page 26. We continued to be a

responsible investor and progressed towards

ourown commitments to a low-carbon economy.

In addition, we have maintained a positive impact

in the communities in which we operate as set out

on pages 27 to 36.

Given the importance of our colleagues in

delivering for all stakeholders, 2025 was a year

offurther investment in our people as the Board

continued to oversee the embedding of our target

culture. We were pleased with the progress made

and remain focused on continuing the effort to

drive these changes throughout the organisation.

You can read more about the investment in our

people on pages 20 to 22.

I am pleased to confirm that as at the year end,

the Board met the diversity requirements of the

UK Listing Rules. At least 40% of our Board are

women, asare the Chair and the Senior

Independent Director, and one Board member is

of anethnic minority background. We continue to

strive towards a truly diverse culture where all can

thrive, and management’s ambitions in this regard

and progress against ourtargets are set out in the

latest Inclusion andDiversity Action Plan. You can

read more about our approach to Board

succession on pages 56 and 64 to 66.

As we move into 2026, the Board will leverage

theinsights arising from the externally facilitated

2025 Board Performance Review regarding its

performance and how this can be further

enhanced. More information on the background,

process and outcomes of the review are set out

on page 69.

Conclusion

Quilter had a strong year in 2025 in terms of

business performance and operational and

strategic progress. We look tothe future with

confidence. I remain grateful tocolleagues, our

shareholders and all our stakeholders for their

ongoing support for Quilter.

Ruth Markland

Chair

Ruth Markland

Chair

Quilter plc Annual Report 2025

Steven Levin

Chief Executive Officer

Chief Executive Officer’s review

Business performance

2025 was a year of strong business momentum,

record net inflows and good market performance.

AuMA increased by £21.8 billion, to £141.2 billion,

or 18%. More broadly, we have delivered:

1. full year adjusted profit before tax of £207

million (2024: £196 million), an increase of 6%,

despite lower interest rates reducing

investment income by £8 million;

2. an operating margin of 30% (2024: 29%); and

3. strong flow momentum across the business

with core net inflows up 75% to £9.1 billion,

representing 8% of opening assets

(2024: £5.2 billion, 5% of opening assets).

Our Affluent segment delivered excellent net

inflows of £8.5 billion (core) representing 10% of

opening assets (2024: £4.9 billion and 6%). Our

Platform delivered consistent strong gross and

net flows over the course of the year, running at

net c.£2 billion per quarter and continued to gain

recognition from external market observers.

Thiswas demonstrated by improved net promoter

scores and awards for service. Quilter’s adviser

offering combines the UK’s largest and fastest-

growing advised platform of scale with our

market-leading WealthSelect managed portfolio

proposition, which now has over £25 billion of

Assets under Management. Our dual-distribution

strategy ensures Quilter is well-placed to deliver

wealth solutions to UK households at an industrial

scale, with this built on the personal nature of

individual adviser-client relationships that are core

to our industry’s success.

Our High Net Worth segment outperformed its

listed external peers and delivered net inflows

of£686 million, representing 2% of opening assets

(2024: £599 million and 2%). New gross flows

werebroadly stable at £3.0 billion with an easing

of outflows leading to an improved net inflow

performance. In the final quarter, we experienced

a heightened level of outflows as customers

positioned themselves for potential tax changes

inthe UK budget, with the segment returning to

net inflow in December.

Adjusted profit before tax of £207 million

(2024: £196 million) represents the Group’s IFRS

profit, adjusted for items that management

consider to be outside of normal operations or

one-off in nature. The Group’s IFRS profit after tax

was £120 million compared to a loss of £34 million

in 2024. Principal differences between adjusted

profit and IFRS profit are due to non-cash

amortisation of intangible assets, business

transformation expenses, interest expense and

remediation provisions.

In our Full Year results announcement on 5 March

2025, we recognised a provision of £76 million to

cover potential remediation outcomes associated

with the Skilled Person Review of ongoing advice

by Appointed Representative firms in the Quilter

Financial Planning network. In the latter part of

2025, we initiated our remediation programme.

Based on our current expectations of remediation

costs and administration expenses relating to the

programme, we anticipate that this will cost us

some £20 million less to complete than originally

anticipated. We have therefore reduced the

provision by this amount. Together with the

utilisation (£14 million) of the provision during

theyear, the balance on the provision at the

endof 2025 was £42 million.

Group adjusted diluted earnings per share of

11.0pence represents an increase of 4%

(2024:10.6 pence). On an IFRS basis, we delivered

basic earnings per share of 8.9 pence per share

versus aloss of 2.5 pence per share for 2024.

Strategic positioning

I am pleased with Quilter’s performance, and

thebusiness is well placed to be a winner from

thechanges reshaping our industry:

– First, the complexity of UK personal tax

legislation, including both the thresholds that

apply for higher earners on pension

contributions and the introduction of

inheritance tax on pensions from April 2027, has

increased the need for personalised financial

advice. This has led to increased adviser

engagement as customers’ existing financial

plans needed to be revised to accommodate

these changes. Over the next few decades, there

is also expected to be a significant increase in

intergenerational wealth transfer which again

needs to be managed in a tax efficient manner,

creating additional demand for financial advice.

This is our core market, and it has considerable

scope for growth.

– Second, as a country, we need to move from

being a nation of savers to a nation of investors.

With considerable excess deposit savings in the

banking system, effectively devaluing in real

terms, UK households need to invest more to

secure desired living standards in retirement.

Webelieve that appropriately structured,

globally diversified investment portfolios are the

most appropriate pathway to long-term wealth

accumulation. Quilter is well-positioned to meet

this need and provide solutions, at scale.

Our achievements

WealthSelect MPS

achieves£20bn AUM

– doubling in size inless

than three years.

£20bn

Quilter Cheviot

launches new app

andcustomer portal.

Quilter Cheviot

Europe announces

acquisition of Irish

investment advisory

firm GillenMarkets –

expanding QCE’s

presence in Ireland.

The Telegraph

UK’s Top Pension

Providers 2025:

#1UK Personal

Pension Provider.

Platform’s CashHub

launches MultiBank,

adds joint accounts

and is made available

for corporates, trusts

and charities.

Q 1 Q 2

Governance Report Other information

Quilter plc Annual Report 2025

Financial statementsStrategic Report

– Third, the Advice Guidance Boundary Review

(“AGBR”) introduced the concept of “Targeted

Support” which will go-live from April 2026 and

represents the most significant change to UK

retail financial services regulation since the Retail

Distribution Review over ten years ago. We are

inthe process of obtaining permissions from the

FCA. Over time, we expect that Targeted Support

will allow a range of options to be made available

to a broader spectrum of UK households that

need help with financial planning and will allow

this to be provided in a manner that best suits

their requirements.

Convenience of use and easy access to flexible,

transparent solutions makes the platform industry

the natural custodian of UK households’ financial

wealth. Moreover, platforms help advisers meet

the Consumer Duty requirements by allowing them

to focus on the advice relationship, while

outsourcing investment management to managed

portfolio solutions. Over the last few years, we have

increased our market share of advised industry

platform flows demonstrating that the Quilter

Platform and Solutions meet the needs of both the

IFA community and our own restricted advisers and

their clients. In their base case, Fundscape, an

independent platform analysis company, expects

UK advised platform assets to increase from around

£800 billion at end-2025 to nearly £1.5 trillion by end

2030. Even without further market share gains, this

would imply Quilter Platform assets of c.£190 billion

by the end of the decade, a compound growth rate

of around 13% from current levels of £105 billion.

My priorities

Quilter’s leading market position is built on strong

relationships with advisers and their clients, the

quality of our propositions and the scale and

breadth of our businesses. As we move into a

world of increasing digital delivery, with Artificial

Intelligence (“AI”) transforming both the way we

work and customer interaction with our services,

it is important that we use technology and AI tools

to augment our existing strengths. This will result

in better customer experiences, greater adviser

productivity and enhanced organisational

efficiency, which we will deliver through our

focuson the following initiatives:

1. Building the advice business of tomorrow

We have around 1,450 Quilter RFP’s across our

network who generated just over £5 billion of new

business in 2025, with this increasing by around

6% over the year. Good organic growth in adviser

additions from both our Adviser Academy and

firm recruitment was partially offset by the

departure of a large firm from the network late

inthe year. Our Adviser Academy continues to

deliver increasing numbers of advisers, with

around 100 graduating in 2025. Our medium-term

goal remains for academy graduates to broadly

offset natural adviser attrition from retirements,

with growth coming from new advisers and firms

joining the network. Our Quilter Partners

proposition is also expected to be a source of

adviser growth and now covers ten hub firms

which combine investment and Platform

alignment with the entrepreneurial drive and

focus of owner-operated businesses.

The investment we are making in our Advice

Transformation Programme (“ATP”) aims to

materially improve productivity through enhanced

Client Relationship Management systems with

integrated support tools, including AI tools. ATP

will allow advisers to service a larger number of

clients and is being rolled out on a phased basis

over the next 18 months. As part of this process,

we have rolled out an AI solution for advisers that

allows them to record, transcribe, and summarise

meetings and actions, significantly reducing the

time it takes to complete certain administrative

tasks and the next iteration of the model adds

capacity to make recommendations, saving

advisers even more time.

There is a significant potential opportunity from

integrating AI tools into the advice process

including making advice businesses more scalable.

There is also significant benefit from integrating

AItools into our business infrastructure to

enhance risk management by allowing faster and

more effective compliance file checking. This will

make managing an advice network more efficient

and cost effective. We will ensure Quilter is at the

forefront of AI change, while recognising that the

pace of adoption is subject to both regulatory

oversight and end-client needs.

2. Broadening distribution channels

The introduction of Targeted Support from April

2026 means that up to 12 million additional

individuals will now potentially have access to a

level of financial guidance that has not been the

case hitherto. We expect a number of different

models will be adopted to meet customer needs.

Where individual needs are less complex, guidance

and Targeted Support can provide prompts and

nudges to ensure customers make better decisions

with their money and are guided into appropriate

investments. Quilter Invest will be our branded

vehicle for this segment of the market. Moving up

the complexity spectrum, we believe it is likely that

regulators will, in time, allow simplified, more basic,

forms of advice which will cover a broader range of

clients than we currently serve. And at the far end

of the spectrum, those customers with the most

complex needs will continue to expect holistic

personalised advice, as they do today. We will

operate at this end of the market under both the

Quilter and Quilter Cheviot brands.

3. High Net Worth evolution

This is a business where we know we can improve

performance. It has strong foundations and is well

positioned to deliver on its growth potential. To be

future fit, we need to attract a broader customer

base, and effective and high performing

distribution is the key to that. My ambition is for

the business to be delivering a mid-single digit

rate of net flows as a percentage of assets and

anoperating margin in the mid-20’s.

In terms of proposition, advice and investment

management permissions in a single entity allows

more efficient customer servicing. We digitised a

number of processes and launched a mobile app

Quilter Cheviot renames

sustainable investment funds,

adopting FCA’s “Sustainability

Focus” label – demonstrating

the team’s robust sustainable

investment process.

NuWealth rebrands to Quilter

Invest – delivering atrusted

andcoherent experience

acrossdifferentstages of a

customer’sfinancial life.

Money needs a plan

brandcampaign

launched– highlighting

theimportance

of investing and financial

planning.

John Goddard joins

as Quilter Cheviot

Chief Executive

Officer – overseeing

key developments

within thebusiness.

Fourth consecutive

quarterofconsistently

deliveringatleast

£2.0billionnet inflows.

£2.0bn

Q3 Q 4

Quilter plc Annual Report 2025

Chief Executive Officer’s review continued

to provide a significantly enhanced customer

experience. We are also broadening the

investment solutions we can offer our clients

beyond traditional DFM offerings by including

things like private markets investment solutions

and decumulation options. In addition, our

investment performance remains strong.

As an initial step towards achieving our goals, we

are repositioning the advice business within our

High Net Worth segment to focus on the often

more complex needs of higher net worth

individuals. This will allow us to create a clearer

distinction between clients who benefit from

ongoing, proactive financial planning and those

whose needs are better served through a flexible,

event driven advice model – enabling them to

access advice on demand and pay only for the

services they use. As a result, we expect to see a

decrease in our adviser headcount in the short-

term while we continue to proactively recruit

individuals more closely aligned to our positioning

of our High Net Worth segment for future growth.

4. Building brand recognition

Our goal is for the Quilter brand to be recognised

across UK retail financial services as a customer

champion and a trusted destination for pensions,

investment services and advice. Our Autumn 2025

brand campaign under the Money needs a plan

strapline, and sponsorship of the Autumn rugby

called the Quilter Nations Series, was a first step

inestablishing that positioning, which we will build

upon in the years ahead.

Our Team

I announced some changes and additions to our

Executive Committee over 2025 to support the

delivery of our strategy:

– John Goddard was appointed Chief Executive

Officer of our High Net Worth business in

September and has extensive experience of

running wealth management businesses.

– Jo Harris joined us in early 2026, taking up a new

Executive Committee role as Chief Customer

Officer. Jo brings extensive experience from

senior roles across wealth management, retail

and private banking. The creation of this role on

the Executive Committee demonstrates our

commitment to growing our propositional

capabilities and ensuring our mantra of being a

customer champion is at the heart of everything

we do.

– Finally, Margaret Ammon joined Quilter at the

beginning of March as our Chief Risk Officer. She

brings over 25 years’ experience in risk

management across financial services

companies.

I would like to thank Andy McGlone, our former

Chief Executive Officer of the High Net Worth

segment, for many years of service, and Nick

Sacre-Hardy, who has led the Risk function on an

interim basis. We wish them both all the very best

for the future.

Outlook

Increased demand for financial advice and

support will be driven by the structural factors

Ioutlined above. This provides a significant

opportunity, which we will meet through:

– supporting advisers with improved technology,

including AI tools, across our business to

enhance their productivity;

– building new advice and guidance propositions

for clients who are receptive to Targeted

Support; and

– refocusing our adviser force and improving

processes to free up additional capacity in our

High Net Worth segment.

The fundamental industry characteristic that

supports our business – the need to invest for

retirement – has never been more important to

both individuals and society than it is today. The

breadth of our distribution, coupled with the

operating leverage in our Platform and solutions

business allows us to provide personal wealth

management services at scale. Our investment

solutions and open, unbundled operating model

support the delivery of good customer outcomes

through long-term wealth accumulation.

Our 2025 results built upon the strong, consistent

strategic progress of the last few years and

business momentum remains strong. We have

achieved our Simplification cost targets. While we

will maintain tight control on business as usual

costs, given the growth opportunities in our

existing market and from Targeted Support/AGBR,

we expect higher levels of cost growth in 2026 to

ensure we are well-positioned to take advantage

ofthese opportunities. We believe that the

annualised second half of 2025 cost base, adjusted

for inflation, provides a good basis for the 2026

cost outlook. As a consequence, we currently

expect a high single digit to double digit growth

inadjusted profit this year.

We look forward to the future with confidence and

remain focused on supporting advisers and our

customers in the years ahead.

Steven Levin

Chief Executive Officer

Introduction of evergreen

private equity strategy to

Quilter Cheviot’s

discretionary portfolio

service.

160th student

enrolled into the

Quilter Academy.

Quilter Investors launches

absolute return equity

fund – expanding broad

range of high-quality

strategies offered

throughMPS.

Schroders UK Platform

Awards 2025: Platform of

theYear; Best Platform

provider (AUM over

£40bn); Leading Platform

for Discretionary

Investment.

£52m Business

Simplification

PhaseTwo savings

achieved, on a

run-rate basis.

£52m

Platform exceeds

£100bn AUMA, the

largest retail advised

Platform in the UK.

£100bn

Governance Report Other information

Quilter plc Annual Report 2025

Financial statementsStrategic Report

Chief Executive Officer’s review continued

Our markets

Quilter is a UK-focused wealth

manager with our belief in financial

advice at the centre of everything we

do. We service the High Net Worth

and Affluent segments of the UK

population through their financial

lifecycle, helping provide for their

brighter financial futures.

The market in which Quilter operates offers

long-term growth potential as a result of an

increased onus on individuals in the UK to take

personal responsibility for their financial future.

Their need for help in delivering good outcomes

over their lifetime financial journey is fully

supported by Quilter. In turn, our business

offersstakeholders long-term relationships

withcustomers, recurring revenues and high

customer retention rates.

Assets managed by the Affluent and High Net

Worth industry segments are expected to grow

from £1.7 trillion to £2.7 trillion from 2024 to 2029.

There are two overarching trends driving this

structural growth as well as an emerging new

growth opportunity, for which Quilter is well

positioned to leverage:

1. intergenerational wealth transfer;

2. personal responsibility for funding retirement;

and,

3. building a UK investment culture.

These trends impact Quilter by underpinning the

structural growth in the market and supporting

the demand for financial advice.

Key trends

Intergenerational wealth transfersupports

demand forpersonalised advice

The UK personal wealth landscape is highly

complex, with tax rules driving the need for

advice from those approaching, and in,

retirement. Recent legislative changes to bring

pensions into the inheritance tax system

increase the need for engagement with financial

advisers. Notably, an increasing number of the

“Baby Boomer” generation may need guidance

if they wish to pass on their assets in a

tax-efficient manner.

As the demand for financial advice outstrips

supply, it is as important for industry leaders,

like Quilter, to support the training for future

advisers, and to deliver technologies and AI

solutions which increase their productivity.

Taking responsibility for retirement funding:

Making financial advice more accessible

As the number of retirees on defined benefit

pensions diminishes and the generous nature

of the pension triple lock for state pensions

comes under increasing scrutiny, the current

working population needs to take greater

personal responsibility for their financial

security in retirement. To ensure good

outcomes, UK households need to increase

both the amount they save towards retirement

and engagement with longer-term investments

if they are to maintain the living standards to

which they aspire in retirement.

Investment platforms provide a convenient and

cost-effective means of administering and

managing client assets in diversified portfolios

to accumulate wealth over time. As the largest

and fastest-growing advised investment

platform, Quilter is well positioned to meet

customer needs.

Building a UK investment culture

There is a clear need for consumers to have

access to, and support from, financial advice

tosupport individuals and families to make

theirown well-informed investment and saving

decisions. The FCA estimates that while

4 million people receive financial advice, there

are12 million more who would benefit from

receiving such advice. This is commonly known

as the “Advice Gap” in the UK.

Additionally, a significant quantum of UK

households’ wealth is held in cash deposits.

Barclays

estimates nearly 15 million people in

the UK hold approximately £610 billion in cash

that could be invested in more productive

assets – they refer to it as “The UK Investment

Gap”. Individuals need to be encouraged to

invest more for retirement and there also needs

to be an evolution of the population’s mindset

away from one of saving to one of investing.

The outcome from the FCA’s Advice Guidance

Boundary Review, has sought to address the

advice gap through introducing a more

simplified financial advice regime, Targeted

Support. This will come into force in April 2026.

Targeted Support will be a way of bridging the

advice gap by supporting those who need, but

do not currently have access to, financial advice

through a more simplified support process.

Quilter Invest, our digital-first channel, will

provide advisers with the capability to scale up

their engagement for those individuals with less

complex financial advice needs, and to build

relationships with younger generations as they

begin investing for retirement. It is an exciting

longer-term opportunity for advice businesses

and will provide another potential channel to

support future growth.

Affluent

Industry growth trend

High Net Worth

Industry growth trend

Barclays Insights, September 2025: “The UK investment gap”.

£0.7tn

2024 2029

+70%

£1.2tn

Fundscape estimates.

Platform

+50%

£1.0tn

£1.5tn

2024 2029

Oliver Wyman analysis.

High Net Worth

Quilter plc Annual Report 2025

Governance Report Other information

Quilter plc Annual Report 2025

Financial statementsStrategic Report

Having completed the foundational

work in 2024 to agree our purpose

ofbrighter financial futures for

everygeneration, in 2025 we turned

our attention to overseeing the

embedding of our new target culture

underpinning ourpurpose.

One important part of this was ensuring our

external brand matched our purpose and

supported us in making Quilter a place colleagues

are inspired to work for, customers choose and

advisers want to work with. In the year, the Board

debated what our purpose means for our direct

customers and those customers who use our

products and services on the advice of an

independent adviser. With products and a

proposition in place to support customers and

advisers, we determined what our brand should

stand for and agreed that now was the right time

for Quilter to make its voice heard and to provide

thought leadership on issues relevant to our

customers and raise public awareness of the

issues we see facing our customers. These include

how we can address the changes being proposed

by regulators under the Advice Guidance

Boundary Review and how we can support a shift

in mindset to help create an investing culture in

the UK.

Some examples of how the Board oversaw

thechange in our public profile include:

– The Board debated our new Public Policy

which set the principles and guardrails

forour intervention in the market as an

apolitical company, and where and how

wecould make the most impact.

– The Board reviewed Quilter’s first

“Retirement Lifestyle Report” and

authorised additional expenditure on our

brand to raise public awareness of the

issues we see facing consumers and how

we can help solve these matters.

– The Board approved a new multi-channel

advertising campaign, led by the slogan,

Money needs a plan.

Quilter’s first UK

Retirement Lifestyle Report

First published in August 2025, our aim

istoprovide our customers, the industry,

policymakers and other stakeholders with

anaccurate annual picture of how retirees

are deploying their savings, what they

spendtheir money on, and how content

orconcerned they are about maintaining

their quality of life in the years ahead.

The Quilter Retirement Lifestyle Report

tracks monthly and annualised retiree income

and spending across various categories.

Based on a survey of 5,000 UK retirees,

theresearch breaks down spending by age,

gender, region, relationship status and

income, providing both an average retiree

income and a granular view of annual

expenditures.

Thereport was

produced in

conjunction withthe

Centre for Economic

and Business

Research, who

developed a

methodology that

wecan run and track

annually. This will

provide year-on-year

spending data,

allowing us to identify

trends in retiree

spending behaviour

and income levels

over time.

Helping to shape an investing culture in theUK

Our Chief Executive Officer continued to work

alongside other industry leaders and our

regulators to help shape changes in our industry

to give customers better access to advice and

support wealth creation.

In December 2025, we confirmed that we have

joined with 18 other leading firms – including

platforms, global banks and wealth and

investment managers – to launch the UK Retail

Investment Campaign, a landmark initiative set

tochange how Britons think about investing

theirmoney for their long-term financial success.

The campaign is due to be launched in April 2026

and marks a moment of unity across the financial

services sector, with firms working together to

raise awareness of the importance of investing

forpeople’s financial wellbeing and the positive

impact it can have on the wider economy.

The industry-wide campaign is supported by

HisMajesty’s Treasury, the Financial Conduct

Authority and the Money and Pensions Service,

with support from the Investment Association.

Our brand campaign

In October, we launched a brand campaign, Money

needs a plan. As well as raising awareness of

Quilter, the campaign is also designed to highlight

the importance of investing and encourage people

to take that first step. Our campaign can be seen

across billboards, radio and podcasts and social

media. Read more about the campaign overleaf.

In conjunction with the launch of the campaign,

we became title sponsor of the 2025 Six Nations

rugby, known as The Quilter Nations Series. This

sponsorship showcased our name and brand to a

target audience where the demographics matched

the type of people that we wanted to reach as

existing and potential new customers.

Read more at www.quilter.com/

retirement-lifestyle-report

41m

fans

tuned in live across the globe to watch the

Quilter Nations Series across 21matches*.

* Source: Neilsen 2025.

Delivering for ourcustomers

Money needs a plan

The brand campaign was created to make people

think about how they can make their money work,

and how investing is open to all.

The brand campaign is a fresh, distinctive and

modern approach to start the journey to make

Quilter a recognised and trusted consumer brand.

We believe that making Quilter a household name

and sharing what we stand for will support

ourlong-term success.

The brand campaign has been built from our

purpose of building brighter financial futures.

We want to ensure our customers and our

colleagues feel confident and secure about their

own finances.

Money needs a plan for colleagues

At the November colleague conference, time

wasdedicated to ensuring that our colleagues

understood the evolution of our brand and a “behind

the scenes” look at the campaign was shared.

In line with our ambition to make investing more

accessible and to ensure everyone has a plan to

grow and protect their finances, at the conference,

we reminded colleagues of how they could access

knowledge, tools and free and paid advice, not just

for retirement, but to save and invest money today.

The Board has been briefed on the success of the

Money needs a plan advertisement campaign and

will continue to monitor outputs.

Quilter plc Annual Report 2025

Delivering for ourcustomers continued

65m

opportunities to see our

advertswere delivered to our

target market

157%

increase in web searches

including the word “Quilter”

over the campaign period

Governance Report Other information

Quilter plc Annual Report 2025

Financial statementsStrategic Report

Our strategy

Our strategy is focused on becoming a recognised customer champion and removing the barriers that prevent customers from realising better

financialfutures.

Our three strategic aims are designed to deliver against that goal, by broadening and deepening our distribution, enhancing our propositions and ensuring that we are “future fit” as a business.

Strategic focus Progress in 2025

Grow distribution

– Launched Money needs a plan brand campaign, highlighting the importance of investing and the first

step in our ambition to build a differentiated, trusted customer brand.

– Added net 13 Quilter channel advisers, with over 120 graduating from the Quilter Academy.

– Quilter Partners firms increased to ten across our Network.

– Acquired MediFintech to expand NHS pension expertise and adviser support.

– Continued to gain advised platform market share.

– Rebranded NuWealth platform to Quilter Invest, a digital-first channel to support customers at an

earlier stage of their financial life.

– Welcomed net six Investment Managers.

– Quilter Cheviot Europe announced the acquisition of Irish investment advisory firm, GillenMarkets.

In a consolidating industry, maintaining market-leading strength in distribution is key. Our goals

are to improve retention andproductivity of the Quilter channel advisers, add client-facing

individuals in our High Net Worth segment to serve a growing numberofcustomers, and broaden

and deepen our relationships with theIFA community.

Enhancing propositions

– Launched MultiBank proposition through the Platform’s CashHub, adding joint accounts and making

itavailable for corporates, trusts and charities.

– Launched absolute return equity fund, expanding broad range of high-quality strategies offered

through MPS.

– WealthSelect now available on six third-party platforms to broaden flow capture.

– Introduced an evergreen private equity strategy to Quilter Cheviot’s discretionary portfolio service.

– Added Tailored Income Service, a personalised decumulation offering for Quilter Cheviot’s discretionary

portfolio customers.

– Investment performance in the Affluent segment’s solutions remained strong, and against ARC

benchmarks, High Net Worth performance was strong across one, three, five and ten years.

– Quilter Cheviot became directly authorised by the FCA, improving the experience of financial advice

andinvestment management customers.

The market in which we operate is highly competitive. To remain an industry leader, we need to

beagile, responsive and market-focused. Thisinvolves delivering good investment performance

toclients through the cycle, ensuring that our Platform and investment solutions remain market

leading to meet the needs of both advisers and customers, providing exceptional service, and being

competitive in the value we offer.

Be future fit

– Delivered £17 million of annualised run-rate cost savings, exceeding the £50 million Business

Simplification Phase Two target by £2 million.

– Partnered with market-leading AI solution provider and commenced initial roll-out phase of technology

designed to materially expand advisers’ and paraplanners’ productivity.

– Successfully launched new customer app and portal as part of High Net Worth’s Wealth Management

Transformation, an initiative aimed at evolving Quilter Cheviot into a more efficient, modern and

technology-enabled business.

– Over 100 colleagues pursued professional qualifications through the Skills and Growth Levy, with

37directly aligned to priority skills gaps, supporting the development of critical capabilities required

todeliver our future strategy.

Since Listing in 2018, we have optimised and simplified our business. 2025 saw the completion of

our multi-year Business Simplification programme which was focused on achieving efficiencies

from investment in technology and simplifying our governance structures. Following the

programme’s achievement, focus remains on building the scalability of our Platform and

investment solutions businesses, improving the productivity of our Advice business, and, delivering

our Wealth Management Transformation, all of which in turn will lead to further improvements in

operating leverage, over time.

Quilter plc Annual Report 2025

Our strategic phases

Since Quilter demerged from

OldMutual and listed on the London

andJohannesburg Stock Exchanges

in its own right, our strategy to

create a leading, UK-focused,

wealthmanager has been through

anumber of evolutionary phases.

This evolution has set us up to deliver upon the

investments we have made in our business, with

2025 producing a significant increase in gross and

net inflows as well as an improvement in adjusted

profit and operating leverage.

With the fundamental trends that support

structural industry growth expected to continue

for years to come, our strategic objectives to

growdistribution, enhance our propositions andbe

future fit provide us with a strong path from which

to capture the opportunities before us, delivering

attractive returns for all our stakeholders.

IPO

2017–2018

– Need for optimisation of the corporate

structure/perimeter.

– Sale of Old Mutual Global Investors.

– Opportunity to be a differentiated,

scalepayer within a structurally

growingindustry.

Future

opportunities

– Structural sector tailwinds: AGBR

launchingTargeted Support – opportunity

to incubate clients through Quilter Invest.

– Growing propositional capabilities, ensuring

philosophy of being a customer champion

is at the heart ofeverything we do.

– Profit delivery through revenue growth.

– Delivering operational leverage through

scalability of Platform and investment

solutions businesses and rolling out

productivity-enhancing AI capabilities.

– Evolving/maturing dividend and

capital distribution profile.

Foundations for growth

2021–2023

– Formation of Affluent and High

Net Worth segments.

– Strategic action towards RFP

relationships– better alignment to

reducerisk and improve productivity.

– Broaden and deepen IFA

relationships to return to strong

marketshare footing.

– Cost Optimisation and Business

Simplification programmes deliver

firststage of operating leverage

improvement.

Delivery

2024–2025

– Evolution of strategic priorities towards

growing distribution, enhancing

propositions, and being future fit.

– Solidify Affluent market share gains.

– Change in High Net Worth leadership.

– Profit growth despite external macro

environment headwinds to P&L.

Transformation

2018–2021

– Platform Transformation Programme.

– Disposal of Heritage Life business

and Quilter International to refocus

corporate footprint on the core

UK wealth management business.

– Return net sale proceeds of divested

non-core businesses to shareholders.

– Reduce share count through share

buyback andOdd-lot Offer programmes.

1 2 3

Phase status

Past

Present

Future

Governance Report Other information

Quilter plc Annual Report 2025

Financial statementsStrategic Report

Our business model

Quilter is a UK-focused wealth manager. Supporting financial

adviceis central to our propositions. We offer services to customers

andtheir advisers. Our Platform and investment solutions are

available on similar terms to both our own advisers and

independentadvisers, enabling us to remain competitive with

third-party market offerings in terms of pricing and proposition,

thereby ensuring good client outcomes.

Two segments with strong distribution

channels

High Net Worth

Delivering growth by partnering with specialist intermediaries

and our own advisers to offer relationship-led advice, and

bespoke investment solutions.

Affluent

We aim to be the leading scale provider of administration and

investment services to financial advisers across the market.

Broad UK advice distribution network

Our own restricted adviser force, coupled with IFAs, are the

distribution channels for our Platform and solutions. Our

restricted advisers are provided with a matrix of products

which they use to service their customers. This provides them

with a wide range of suitable products wherewe have used

ourscale to ensure value for money and confidence in the

suitability of products on offer. Ourrestricted advisers operate

under regulatory authorisation overseen by us, and benefit

from marketing, compliance oversight and administrative

support. For IFAs, we provide a range of services from a

market-leading investment platform toback-office and

technical support. This approach reinforces and strengthens

ourposition in the market.

The size of our Platform

With £105 billion of assets under administration as at

31December 2025, we arethelargest discrete platform in

theretail advised market, offering best-in-class technology,

andthebenefits of our scale to clients at sustainable and

competitive prices.

Our own investment solutions

As well as the third-party funds on our Platform, we also offer

our own solutions which are structured to support the advice

process, and allow for client choice in terms of investment style

(active or passive, risk appetite and ESG preferences).

Two distribution channels

We administer and manage customer

assetsthathave originated from financial

advisersthrough two channels: our own

Quilter advisers and Independent

FinancialAdvisers (“IFAs”).

Two investment approaches

1. For customers in our Affluent segment,

weadminister assets on the Quilter

Platform. Assets are invested across

thec.250 fund management groups and

c.3,000 fund offerings on our Platform,

including our Cirilium (fund of fund) and

WealthSelect (Managed Portfolio) ranges.

2. High Net Worth customers’ assets are

managed through either a bespoke

Discretionary Managed Portfolio or

through our Managed Portfolio service.

Two segments

What makes us different

The power of two distribution channels

Affluent

customers

(typically with at least

£50,000ofassetsto invest)

High Net Worth

individuals

(with at least £250,000

of assets to invest)

Quilter plc Annual Report 2025

How we

make money

Our business model continued

How we create value

Customers

We help customers plan their finances to

meet their long-term financial needs.

£20bn

Gross inflows

Advisers

We help financial advisers to run a more

successful and efficient business.

Shareholders

We aim to deliver attractive shareholder

returns. We aim for a shareholder

Distribution Policy of 70% of post-tax,

post-interest earnings through a combination

of ordinary dividends payable in cash and

annual share buyback programmes.

Awards

Schroders UK Platform Awards 2025:

– UK Platform of the Year Winner.

– Best Platform Provider (AUM over

£40bn).

– Leading Platform for Discretionary

Investment.

Which?

Recommended drawdown provider.

The Telegraph

UK’s Top Pension Providers 2025:

#1 UK Personal Pension Provider.

Strong Trustpilot ratings for Quilter, Quilter

Cheviot and Quilter Cheviot Financial

Planning.

High Net Worth revenue total includes

‘other’ revenue of £1m; Affluent revenue

total includes ‘other’ revenue of £4m.

Quilter retains c.15% of all fees generated

by Quilter Financial Planning advisers.

Includes initial and Mortgage and Protection

2025 average assets.

High Net Worth

Affluent: Quilter distribution channel

Affluent: IFA distribution channel

Advice fee

We earn a share of revenues

generated from the advice provided

by our advisers. A customer typically

paysan ongoing fee, representing

apercentage of the value of their

investment, and some may also

paya one-off initial advice fee.

Platform fee

Administration fees are charged

tocustomers on a quarterly basis,

representing a percentage of the

value of their investment under

administration.

Management fee

Customers pay an annual

management charge based on their

assets under management by

Quilter.

Investment revenue

Interest earned on shareholder cash

balances (including cash at bank and

money market funds).

High Net Worth Affluent

Discretionary Fund

Management fee: 67bps

Advice fee: c.65bps

Investment

revenue

Share of

fees

2,3

FY 2025

revenues

£455m

FY 2025

revenues

£233m

Managed

Assets

Advised

Assets

Administered

Assets

£94bn

£31bn

£4bn

£31bn

Managed

Assets

Advised

Assets

Platform fee: 23bps

Management fee: 35bps

Total

revenue

split

Revenue contribution

£73m£43m

£216m£119m

£203m£22m

£7m

Investment

revenue

+3%

Y-o-Y

+7%

Y-o-Y

£34bn

Revenue margins in the above represent the revenue margins that Quilter retains.

Governance Report Other information

Quilter plc Annual Report 2025

Financial statementsStrategic Report

Key performance indicators

The following

keyperformance

indicators(“KPIs”)

seek to track the

achievement of our

strategic priorities

and express the

benefitsdelivered

for all our stakeholders.

Financial KPIs

Number of customers Number of Restricted

Financial Planners (“RFPs”)

Number of Client Facing

Individuals (“CFIs”)

Gross flow market share Net flows as a % of opening

AuMA (core)

Productivity

(Quilter channel)

Definition

Based on the number of

households or customers

served by High Net Worth.

Affluent customer numbers

are identified as individuals,

orcorporate or trust entities

actively using our Platform.

Advisers licensed to advise

across Pensions, Investment

and Protection Solutions,

butonly permitted to

recommended products and

solutions from providers on

the Quilter Financial Planning

restricted panel.

Individuals providing

discretionary Investment

Management (“IM”) services

tocustomers and/or advisers

licensed to advise Quilter

Cheviot customers in line with

individual circumstances and

investment objectives.

Total Platform gross sales as

apercentage of the retail

advised platform market gross

flows, provided by Fundscape.

Total core net inflows as a

percentage of opening core

AuMA. This measure evaluates

the level of inflows during the

period in relation to the

opening asset base and

excludes market movements.

Quantum of new gross flows

generated by Quilter Restricted

Financial Planners into our

Platform and solutions, divided

by the number of average RFPs.

2025 Performance

570,880

+7%

1,453

+1%

241

-1%

17%

+2ppts

+3ppts

£3.4m

+6%

35, 344

535,536

498,945

34 , 811

35,010

473,879

1,394

1,373

1,419

182

176

174

17%

15%

13%

£3.4m

£3.2m

£2.8m

Affluent High Net Worth Affluent High Net Worth IMs RFPs

Affluent customer numbers

increased by 7% in the year,

with a strong contribution from

the Quilter channel (+7%).

High Net Worth customer

numbers grew 2% driven by

growth in higher value Quilter

channel customers.

Affluent RFP numbers

increased by 2% as recruitment

and Quilter Academy additions

offset retirements and leavers.

Quilter Cheviot Financial

Planning adviser numbers

declined in theyear, as leavers

marginally offset recruitment

and internal promotions.

The total number of CFIs

decreased by two, with RFP

leavers partially offset by

anincrease inInvestment

Managers.

Investment Manager numbers

increased on a net basis as

recruitment and internal

promotions offset retirees

andother leavers.

The Quilter Platform’s market

share increased year on year,

reflecting the quality of our

core platform and adviser

support staff, and

improvements in our sales

effectiveness.

Core net flows as a percentage

ofopening AuMA was +8%.

We delivered strong

performance during 2025

withquarterly inflows

consistently above £2 billion.

This outcome reflects the

strategic initiatives that

management put in place over

the last few years as well as

supportive market conditions.

The increase in productivity

reflects initiatives to improve

strategic alignment among

ourRFPs, coupled with strong

gross inflows and continued

progress in transferring Quilter

Restricted Financial Planner

back-books.

Outlook for 2026

We aim to increase the number

of customers served by

broadening and deepening our

distribution reach.

We seek to grow RFP numbers

sustainably.

We plan to grow our

client-facing professional

headcount (IMs and RFPs) to

around 300 over time through

developing existing staff and

external recruitment.

We aim to further increase our

Platform’s market share.

We aim to deliver peer leading

net flow performance.

We continue to improve

productivity through a

combination of buying books

ofbusiness to accelerate

productivity of newly

graduated RFPs, investing

intechnology and rolling out

AIcapabilities to support

back-office efficiency

improvements.

Quilter plc Annual Report 2025

Key performance indicators continued

Financial KPIs Non-financial KPIs

Operating margin Adjusted profit

before tax

IFRS profit /(loss)

after tax

Employee engagement Female representation

in senior management

Ethnic diversity representation

in senior management

Scope 1 & 2 greenhouse gas

(“GHG”) emissions

Definition

Represents adjusted profit

before tax divided by total net

revenue. Operating margin is an

efficiency measure that reflects

the percentage of adjusted

profit before tax generated from

total net revenues.

This represents the Group’s

IFRSprofit, adjusted for specific

items that management

considers to be outside of the

Group’s normal operations or

one-off in nature as detailed

innote 7(b) in the financial

statements.

IFRS profit/(loss) after tax from

continuing operations.

“Overall engagement” score as

captured in the “Peakon”

all-employee engagement

survey.

Proportion of women within

oursenior management team

(definition of cohort provided

onpage 23).

Proportion of ethnic diversity

representation within our

seniormanagement team.

Level of direct emissions from

owned or controlled sources

(Scope 1) and indirect emissions

from the generation of

purchased energy (Scope 2

market-based).

2025 Performance

30%

+1ppt

£207m

+5%

£120m

+453%

8.2/10

+0.2/10

39%

-2ppts

+1ppt

681 tCO

(44%)

30%

29%

27%

£207m

£196m

£167m

£120m

£(34)m

£42m

8.2/10

8.0/10

7.6/10

39%

41%

43%

681 tCO

1,210 tCO

2,512 tCO

eBaseline

Delivered a one percentage

point improvement in the

operating margin, as a result of

increased total net revenues

and continued strong cost

management, supported by the

remaining run-rate benefits of

our Business Simplification

programme.

Total net revenue increased 5%

supported by higher net

management fees, and advice

revenue. Operating expenses

were 4% higher, as a result of

inflationary increases including

higher FSCS levies and planned

business investment, partially

offset by Business Simplification

cost savings.

The change to IFRS profit in

2025 from a loss in 2024 reflects

the initial recognition of a

provision for customer

remediation in 2024 of£76

million and subsequent

reduction in 2025 to reflect

current assumptions resulting

ina £20 million credit. The 2024

loss also included timing

differences in policyholder tax

expenses.

Communication and

engagement activity supported

the score improvement,

including all-employee

conferences designed to engage

colleagues with strategy,

performance, customers and

culture. We received positive

feedback for the last conference

of the year with 93% of

attendees rating the event as

informative or very informative.

At 31 December 2025, Quilter

had not met its target to reach

40% female representation

within the senior management

team in line with the FTSE

Women Leaders Review. The

senior management team is a

small population and its

demography is sensitive to

smallchanges in the underlying

population.

At 31 December 2025, Quilter

had not met its ethnicity target

within the senior management

team for 2025. The senior

management team is a small

population and its demography

is sensitive to small changes in

the underlying population.

TheCompany does not expect

its progress toward the 2027

Inclusion and Diversity Action

Plan target of 13% ethnic

diversity representation to

belinear.

We restated 2024 and baseline

emissions in line with our

updated methodology.

Since 2020, we have achieved

asignificant decrease in our

operational emissions,

demonstrating good progress

towards our 80% reduction

target by 2030. In 2025, we

achieved a substantial reduction

in our market based Scope 2

emissions following the transition

of our largest office, Quilter

House in Southampton, to a fully

renewable electricity supply.

Outlook for 2026

Maintain strong cost

management culture.

Operating margin improving

from a c.30% base, over time.

Accelerating growth in the

medium term as investor

sentiment and Quilter’s

operating leverage improves.

IFRS profit after tax from

continuing operations can vary

significantly year-on-year

depending on the change in

policyholder tax. Business

Transformation expenses,

reflecting expense towards

ourBusiness Simplification Phase

Two programme and investment

inadvice transformation, are

expected to reduce substantially

from end-2025.

Aim to maintain strong

engagement scores from

colleagues, measured by our

employee engagement survey,

Peakon. Management has

planned activity to continue

toreinforce our target culture.

Our commitment is to maintain

a target of at least 40% female

representation in senior

management, in line with the

recommendations of the FTSE

Women Leaders Review, as set

out in our Board Diversity Policy.

We are taking deliberate action

to build a robust pipeline of

diverse talent with a focus on

inclusive recruitment, targeted

development programmes and

addressing barriers as outlined

in our Inclusion and Diversity

Action Plan. We remain

committed to meeting our goal

of 13% ethnic diversity

representation within our senior

management team by 2027.

We anticipate acontinuation

ofincremental reductions each

year as we implement energy

saving opportunities across our

offices and source renewable

energy contracts where we

control the office energy

procurement.

Governance Report Other information

Quilter plc Annual Report 2025

Financial statementsStrategic Report

Section 172 (1) statement

Delivering for our stakeholders:

Section 172(1) statement

The Companies Act 2006 (the “Act”) and the UK

Corporate Governance Code require the Annual

Report to provide information that enables our

stakeholders to assess how the Directors of

Quilter have performed their duties under section

172 of the Act. The Act sets out that directors

must act in a way that they consider in good faith

and that would be most likely to promote the

success of the company for the benefit of

shareholders as a whole. In doing so, Quilter

Directors must have regard, amongst other things,

to the factors set out below:

– the likely consequences of any decision in

thelong term;

– the interests of Quilter’s employees;

– the need to foster the Company’s business

relationships;

– the impact of Quilter’s operations on the

community and the environment;

– the desirability of the Company maintaining

areputation for high standards of business

conduct; and

– the need to act fairly for all our members.

Building Quilter to deliver

long-term success for all our

stakeholders

To ensure that Quilter achieves its purpose –

brighter financial futures for every generation

– it is critical for the Board to balance the

needs, interests and expectations of our

keystakeholders. At times these competing

stakeholder views can appear to be at odds

with one another and, in order to achieve

long-term success, it is the Board’s role to

balance these complexities.

In addition to direct engagement with our

stakeholders, papers submitted to our boards

and board committees across the Group

identify for their consideration where

stakeholders could be impacted by the

proposals. At all times, the Board remains

focused on ensuring good customer outcomes

and preventing customer harm, in line with

theFCA’s Consumer Duty obligations.

The advisers who provide advice

under the Quilter brand, the

third-party advice firms who

operate within our regulatory

framework, andthird-party

independent financialadvisers

whouse our products, services

andinvestment platform.

Those who use our products and

services to meet their long-term

financial needs.

Those who have

invested in Quilter

securities and those

who recommend

investment in Quilter

and its peers, including

equity and debt

investors, analysts and

rating agencies.

Our core UK regulators,

thePrudential Regulation

Authority and the

Financial Conduct

Authority, and various

international regulators

including the Central Bank

of Ireland and the Jersey

Financial Services

Commission.

Our 3,207 full-time,

part-time and contract

staff who work to support

Quilter’s customers

andadvisers.

Advisers

Colleagues

Communities

Customers

Investors

Regulators

Quilter

The societies in which we

operate and where our

products and services

are used, and the

suppliers that support

Quilter to deliver

products and services

forcustomers

andcolleagues.

Quilter’s stakeholders

The Board has identified six key stakeholder groups whose interests it regularly considers. The Board

has a comprehensive stakeholder engagement programme and seeks to act in the best interests of

theGroup, whilst being fair and balanced in its approach. Further examples of how our Board has

considered our stakeholders in 2025 can be found on pages 17 to 19.

Governance in Action:

Shareholder engagement on political donations precautionary resolution

At the 2025 AGM, the precautionary resolution authorising political donations and expenditure received

77.72% support. On the UK share register, this resolution received 96.61% support, while on the South

African share register, support was significantly lower at 62.07%.

From our ongoing dialogue with shareholders, we recognise that in the South African governance context,

any linkage between business and politics is sensitive.

Quilter has not made any political donations nor does it intend to in future, however, in line with other

UKlisted companies, continues to seek a standard UK resolution purely as aprecautionary measure

toavoid any inadvertent breaches of the Companies Act 2006.

We understand the importance of open and continuing dialogue and will continue to engage with

ourlarge South African shareholders.

Quilter plc Annual Report 2025

Stakeholder engagement

Advisers

Advisers expect Quilter to:

– Provide an investment platform and support

which facilitates the provision of a high-quality

service to advisers and their customers.

– Have a wide range of compelling investment

propositions that meet the needs and

expectations of customers.

– Provide a high-quality control environment

that enables advisers to be productive with

tools that support their business.

How does the Board engage with advisers?

– Our Chief Executive Officer, and other

members of the Executive Committee,

regularly brief the Board on key issues

impacting advisers.

– The Board and Board Risk Committee

scrutinise and challenge the activities that

align to our risk appetite to identify how

effectively and safely Quilter is supporting

advisers in serving their customers.

– The Chief Executive Officer attended various

adviser events throughout the year, ensuring

adviser feedback formed part of updates to

the Board.

– Over 750 advisers and stakeholders attended

our Quilter Channel Syndicates during 2025.

– The Board discussed and endorsed continuing

investment in technology that advisers use to

support our customers.

– The Board received quarterly updates from

our Quilter Investors and Quilter Cheviot Chief

Investment Officers on investment

performance, with continued enhancements

agreed to drive more consistent reporting

ofperformance to the Board.

What was the outcome of that engagement?

– Quilter continues to offer support for people

to enter the financial advice profession, with

routes to qualification including a graduate

support programme and opportunities

forpeople to retrain as part of our Adviser

Academy. In 2025, we continued to invest

inour Adviser Academy with 125 students

gaining their Level 4 Diploma in Regulated

Financial Planning from the Chartered

Insurance Institute and an additional two

students gaining their Certificate in Mortgage

and Practice (CeMap) qualification.

– Following its introduction in 2023, Quilter

Partners has been extended giving a

“franchise-style” model to advisers and

increasing the number of ways that advisers

can work with Quilter. Ten firms are now

Quilter Partners.

– 37 new appointed representative firms joined

our network of advisers and 108 RFPs were

brought into our business during 2025.

– Our VouchedFor score is 4.9 “excellent”.

– Steps taken to enhance strategic and tactical

asset allocation and investment risk reporting

in Quilter Investors, and the detailed

consideration by our subsidiary boards on the

Assessment of Value process, has enabled

theBoard to challenge management that the

products available to our advisers and

customers are delivered in accordance with

the investment mandate and are aligned to

the principles of the Consumer Duty.

– Feedback from advisers showed that

customers want stability and confidence as

they approach or are in retirement. In

partnership with Standard Life, Quilter devised

and launched three new Quilter Smoothed

Funds in January 2026. These funds are

actively managed by Quilter with differing

riskthresholds tailored to customers’ risk

preferences enabling those in or close to

retirement to stay invested for longer.

Our colleagues expect Quilter to:

– Create a values-led culture that is open and

inclusive.

– Invest in the development of its people so

thatthey can deliver excellent service to our

customers.

– Offer an attractive reward structure and

acompelling colleague proposition.

– Support the wellbeing of all colleagues.

– Listen to ideas, suggestions and concerns,

andtake action as appropriate.

How does the Board engage with colleagues?

– The Board reviews biannual reports from the

Chief People Officer on the Group’s people,

culture and ways of working, and closely

monitors colleague engagement survey

scores. This includes metrics measuring our

colleagues’ response to Quilter’s new purpose

and values.

– The Chief Executive Officer hosted two

colleague conferences to strengthen

engagement with Quilter’s strategy,

performance and priorities. The events were

designed to deepen colleagues’ connection

and understanding of our vision and the

strategic priorities including the role of AI in

supporting a future fit business, enhancing

the Quilter brand and an update on the

strategy of our Foundation in line with the

Group’s purpose.

– Non-executive Directors took part in the Board

Talent Engagement programme, meeting

colleagues across the organisation, including

senior leaders, high performing managers,

rising talent and new talent recruited to close

capability gaps.

– The Workforce Engagement Director met with

the Employee Forum each quarter on specific

items related to culture and engagement and he

also met with Cultural Diversity Network Chairs,

in each case reporting back to the Board.

– The Board endorsed management’s

recommendation to offer a 2025 Save As You

Earn (“SAYE”) Scheme for all colleagues, noting

the benefit in aligning colleagues’ interests to

those of our shareholders.

What was the outcome of that engagement?

– The Board focused on succession planning,

culture and the talent pipeline to ensure Quilter

is attracting, supporting and retaining the best

leaders.

– Our colleague engagement score improved,

with the Peakon score increasing to 8.2 out

of10 as at December 2025.

– Colleague engagement with our purpose,

brighter financial futures for every generation,

increased to 8.7 in the year, indicating a strong

resonance with colleagues across Quilter.

– The Board monitored the impact of the Group’s

2024-2027 Inclusion and Diversity Action Plan.

– 32% of colleagues (2024: 21%) took up the

2025 SAYE offer with 48% of colleagues

(2024:41%) now participating in the SAYE

Scheme (across all plans).

Colleagues

Source: Quilter Peakon survey December 2025.

8.2/10

Overall colleague engagement.

Governance Report Other information

Quilter plc Annual Report 2025

Financial statementsStrategic Report

Our communities and suppliers

expectQuilterto:

– Contribute to the communities in which Quilter

operates and where our products and services

are used.

– Behave responsibly, including understanding

our environmental impact.

– Treat suppliers fairly and professionally.

How does the Board engage with its

communities?

– By overseeing the delivery of Quilter’s corporate

sustainability agenda, including broader ESG

matters, which affects customers, colleagues,

communities and the environment.

– The Board oversaw the delivery of Quilter’s

firstUK Retirement Lifestyle Report to provide

customers, the industry, policymakers and other

stakeholders with an accurate picture of how

retirees are deploying their savings and their

thoughts on maintaining their quality of life in

theyears ahead.

– By receiving updates on the Quilter Foundation,

highlighting its achievements and progress in

fulfilling its objectives.

What was the outcome of that engagement?

– Employees across the Group were offered the

opportunity to volunteer their time to support

charities and organisations, with over 695

volunteering hours recorded in 2025.

– Quilter supported colleagues who made a

difference to causes that matter to them,

resulting in donations to 20 charities totalling

nearly £500,000, inclusive of matched funding.

– The Chief Executive Officer regularly engages

and collaborates with regulators, industry

bodies and the media on pensions and savings

to help shape societal issues including the

advice gap and access to financial education.

Customers expect Quilter to:

– Provide consistently high quality service and

access to products and services that meet

their requirements and expectations, within

their risk appetite and with the flexibility to

reflect their needs.

– Provide propositions that suit customers

through their lifetime, including self serve

solutions, long-term advice relationships

andcomplex investment management.

– Deliver good investment performance.

– Adhere to relevant regulatory requirements,

including the Consumer Duty, in ensuring

good customer outcomes and the avoidance

of foreseeable harm.

How does the Board engage with customers?

– The Board is updated by the Chief Executive

Officer on customer-related matters, including

strategic initiatives such as product and

propositional developments and

enhancements to customer-facing and back

office technology. These developments were

further considered at the Board Strategy Day

held in May 2025.

– The Board endorsed the appointment of the

first Chief Customer Officer, who joined Quilter

in January 2026.

– The Board and the Board Risk Committee

have been briefed on customer experience

and customer journeys, public policy and

brand strategy.

– All Board and Board Committee papers

include, where appropriate, analysis of the

impact on customers of business proposals.

– Customer is an important component of

theexecutive scorecard which drives

remuneration outcomes for our senior

executive team. The Board Remuneration

Committee oversees the outcomes of the

metrics set in the scorecard.

Communities

Customers

How does the Board engage with its

suppliers?

– The Board Risk Committee receives updates

on the performance of our key suppliers and

Quilter’s third-party risk management with

substantive matters reported and discussed

by the Board.

– The Board was briefed on the performance

of third parties in respect of resilience, data

security, and operational, business and

financial issues.

– The Board reviewed the Company’s

engagement with its broader supply chain

aspart of its approval of the Group’s Modern

Slavery Statement.

What was the outcome of that engagement?

– Quilter holds regular meetings with its key

suppliers, to ensure that we have a resilient

supply chain and that we can continue to

support the needs of our customers. In

addition to covering service and performance,

the discussions also include any potential

risks posed by geopolitical events, emerging

trends and financial resilience.

– As part of our ongoing focus on supplier

oversight, the Board Risk Committee has

overseen enhancements to the reporting

itreceives.

– The Board Risk Committee reviewed and

approved the Important Business Services

and Impact Tolerance Thresholds required

toensure that services to customers and

advisers could be managed in the event

ofbusiness disruption.

– Our obligations under the UK Payment

Practices and Performance Regulations were

met and the controls designed to support

timely and accurate payment in line with

agreed terms were maintained.

4.5

“excellent”

We have maintained Quilter’s excellent

Trustpilot customer satisfaction score

during2025.

– The Board continuously challenged

management to ensure that our products and

services were manufactured and delivered

inline with regulatory expectations.

What was the outcome of that engagement?

– Non-executive Directors attended two

customer insight sessions in the year. The first

briefing was a deep dive in advance of the

Board and our UK regulated subsidiaries

completing the annual Consumer Duty

assessment in July 2025. These assessments

set out how Quilter is delivering good

outcomes for its customers, supporting them

to achieve their financial objectives, and

avoiding foreseeable harm. The second

briefing session was on the approach and

progress made on customer journey mapping.

– A dedicated Customer Inclusion Working

Group has been set up to support our ongoing

work to provide good outcomes for customers

in vulnerable circumstances.

– Management was also encouraged to enhance

colleague awareness and training on support

for vulnerable customers. A mandatory

learning module was released in December

2025 and completed by 760 colleagues with

customer-facingroles.

2025 Trustpilot rating

Stakeholder engagement continued

Quilter plc Annual Report 2025

Stakeholder engagement continued

Our investors expect Quilter to:

– Develop a strategy that ensures long-term

shareholder value and sustainable earnings,

supported by a resilient business model

thatgenerates growth and reliable cash flow

for both shareholders and debt investors.

– Uphold robust corporate governance to

ensure effective oversight and control of

thebusiness.

– Ensure responsible and sustainable

approaches are embedded in both how we

actas a business and how we invest on behalf

of our customers.

How does the Board engage with its

investors?

– The Board maintains regular and constructive

dialogue with investors and other market

stakeholders to communicate the Company’s

strategy, performance and governance.

TheChair, Chief Executive Officer and Chief

Financial Officer, with support from the

Headof Investor Relations, conducted over

250 meetings in 2025 with shareholders,

debtholders and prospective investors.

– The Chair and the Chair of the Board

Remuneration Committee engaged with our

larger institutional shareholders to discuss

proposed changes to the remuneration of

theChief Executive Officer.

– The Chief Executive Officer and Chief Financial

Officer participated in investor conferences

toengage with existing and prospective

investors.

– We held an Annual General Meeting which was

accessible for all shareholders, including those

based overseas. We also strongly encouraged

shareholders to engage with us by voting

before the meeting if they were unable to

attend in person.

What was the outcome of that engagement?

– The Board considers investor feedback on

anongoing basis, both from management

andvia our corporate brokers.

– We received more than 99% of votes cast

infavour of the majority of resolutions voted

onby our shareholders at the 2025 AGM

(andmore than 95% of votes cast in favour

ofall but one of the resolutions).

– We continued dialogue with our major South

African shareholders on the precautionary

resolution in respect of political donations/

expenditure proposed at each Annual General

Meeting in line with routine market practice

for UK listed companies, to avoid any

inadvertent technical breach of UK company

law. You can read more on page 16.

– In February, the Chair conducted a governance

roadshow to meet with representatives of our

major shareholders. She briefed them on key

matters impacting Quilter and listened to their

thoughts and views.

Investors

Our regulators expect Quilter to:

– Operate in an open and transparent manner

with its regulators, its customers and the

financial markets, both as a wealth manager

and a listed company in its own right.

– Ensure customers’ interests are central

toitsculture and purpose, and that this is

embedded throughout the organisation.

– Manage its operations in a prudent manner,

remaining appropriately capitalised and

maintaining sufficient liquidity to enable

Quilter to meet its obligations.

– Fulfil our regulatory responsibilities through

theapplication of appropriate policies and

practices, including the effective management

of conduct risk.

How does the Board engage with the Group’s

regulators?

– Quilter maintains a constructive and open

relationship with its regulators, with members

of the Board participating in regulatory

engagement as required.

– The Group’s UK regulators engage with Quilter

to discuss their objectives, priorities and

concerns and how these may impact the

business.

– The Board Risk Committee monitors key

regulatory matters and areas of interest and

receives updates on the status of material

regulatory relationships and current areas

offocus.

What was the outcome of that engagement?

– In July 2025, the Board approved Quilter’s

annual Consumer Duty assessment,

endorsing action plans for the Group and its

UK regulated subsidiaries to further embed

the Duty across the business. You can read

more about the assessment below.

– Given the strategic importance of regulatory

matters, the Board discussed a wide range

ofregulatory topics throughout the year

including the Consumer Duty, the potential

impacts of the Advice Guidance Boundary

Review, ongoing servicing to advisers and

customers, operational resilience and

third-party risk management.

– Quilter actively engaged with regulators

byresponding to information requests,

consultations and surveys relating to specific

areas of our business, including the Advice

Guidance Boundary Review, the Consumer

Duty and operational resilience.

– The approach to the remediation for ongoing

advice evidencing was discussed, with the

associated remediation programme initiated.

Regulators

meetings held with shareholders, debt

holders and prospective investors in2025.

Governance in Action: The Consumer Duty assessment

The Board was regularly updated on the process, activity and data underpinning the Group’s

Consumer Duty assessment. Significant time was spent preparing for this assessment, with specific

focus on areas of continuing enhancement, including support for customers in vulnerable situations

and improvements in the underlying metrics used to inform the judgements that management

report to the Board. In addition to informal Board briefings on specific customer related topics, the

Board discussed the scope of activity, the results of its monitoring of customer outcomes and the

actions being taken. The assessments were scrutinised in detail by the Board Risk Committee and

theboards of our regulated entities, and the Board reviewed the process and key findings in each

company report. The Board asked management to accelerate the work to map end-to-end customer

journeys to identify areas for further improvement. Each board approved its assessment and is

overseeing an action plan for future enhancements. The Board endorsed the overall plan.

250+

Governance Report Other information

Quilter plc Annual Report 2025

Financial statementsStrategic Report

Our people

Evolving our culture

We recognise that our people are

critical to our success and we

remained focused on building a

high-performing organisation by

fostering a culture that enables

colleagues toperform at their best,

underpinned by a strong purpose

and values.

Good progress has been delivered in 2025 as we

continue to embed our target culture to support

the delivery of our strategic ambitions.

We recognise that in setting ourselves ambitious

goals we need to invest in our people and equip

colleagues to deliver for our customers and all

ourstakeholders.

We do this by guiding our customers and their families through the

complexity of planning for their future, responding to their rapidly evolving

needs, and giving them peace of mind.

We act with integrity and are proudly

committed to going above and beyond

in service of our customers and the

support we provide our communities.

We continuously seek new ideas and

knowledge so we are one step ahead

of our customers’ needs.

We look for inspiration everywhere and

encourage experimentation, recognising

that this is how we create brilliant

solutions for brighter futures.

We aim high to transform our potential

into meaningful outcomes.

With ambition as our driving force and

a steadfast commitment to growth, we

succeed for the good of every generation.

Combining our diverse talents,

we accomplish more collectively than

we could do alone.

We speak openly, actively listen and

support each other, and constructively

challenge and embrace newideas.

We seek empowerment and demonstrate

ownership and trust, with the confidence

to make impactfuldecisions.

Do the right thing

We do the right thing

Always curious

We are forward-thinking and curious

Embrace challenge

We set bold objectives for impactful results

Stronger together

We achieve remarkable outcomes together

Our purpose

Brighter financial futures for every generation

Our values

Our four core values continually drive us in the way we behave with our stakeholders

Saying thank you

Recognising and celebrating the work

of our colleagues is an important part

of reinforcing our culture. The Quilter

recognition platform “Thank Q”

continued to be used across the

Group during the year. Designed to

motivate, engage and reward high performance

habits aligned to our target culture, the platform

allows colleagues to recognise those who are

demonstrating our values. Over 7,500 recognitions

were posted in 2025.

Our purpose and values

Quilter’s culture is reflected in how we behave,

thedecisions we make, and the way in which

weinteract with colleagues, customers and

stakeholders. We aim to create a culture where

colleagues are empowered to succeed. We

embrace ambition, take accountability and

ownership and adopt a learning mindset where

we seek new opportunities, ideas and knowledge

to drive a high performance.

Employee engagement

Our overall employee engagement score for 2025

reached 8.2/10, exceeding the industry benchmark

of 7.8 /10.

Overall engagement

8.2/10

2025

8.0/10

2024

Source: Quilter Peakon survey December 2025 and

September 2024.

Read more about how our colleagues

identify with our values on page 62.

Quilter plc Annual Report 2025

Our people continued

Talent and capability

With our ambitious growth agenda, we recognise the importance of building talent from within Quilter supplemented by careful hiring of key external

talent who bring new capability and fresh perspectives to what we do and how we do it. In 2025, training and development has been focused on supporting

ahigh performing culture ensuring that the target culture and new values are embedded appropriately across the Group. Key initiatives include:

Acquiring market-leading talent Early careers programme Building internal capability

To support the delivery of our strategic ambitions and build critical

future capability, we strengthened our leadership and specialist

talent during the year.

Following a detailed assessment of future skills requirements,

weappointed 10 senior leaders into roles of strategic importance,

enhancing capability to support delivery in 2026 and beyond.

In addition, 72 new colleagues joined the organisation to address

identified future skills gaps, with a particular focus on data, AI,

technology, proposition and customer experience, strengthening

our capacity to innovate and deliver.

In 2025, Quilter launched its first Group-wide early careers

programme, designed to attract a diverse pipeline of entry-level

talent aligned to future skills requirements. The programme

supports the development of critical capabilities while expanding

our long term talent pipeline across the Group.

The inaugural programme was intentionally designed as a pilot,

addressing priority skills gaps while enabling us to test and refine

ascalable approach in readiness for a larger rollout in 2026. The

programme attracted 2,189 applications, demonstrating strong

interest in Quilter as an employer and reflecting our commitment

tobroadening representation across our early career entry points:

In 2025, 114 colleagues pursued professional qualifications

through the Skills and Growth Levy, with 37 directly aligned

topriority skills gaps, including digital, data engineering, AI,

technology solutions and machine learning. This investment

supported the development of critical capabilities required to

deliver our future strategy.

We accelerated enterprise-wide AI capability through a targeted

rollout of Copilot, underpinned by a strong focus on responsible

adoption. Over 160 Copilot Champions were upskilled to support

peer learning and advocacy, alongside organisation-wide training

delivered through a bespoke e-learning module and centralised

SharePoint hub.

Colleagues embraced the training, with 92% completing the

introductory module. Tailored Copilot workshops commenced in

late 2025, supported by clear internal governance and specialist

partner expertise.

As a result, foundational Copilot skills are now embedded across

the organisation, with a scalable Champion network providing

ongoing support and accelerating adoption.

Building on the successful launch of Leadership in Focus in 2024,

three additional modules were introduced during the year –

“Leadingwith Purpose”, “Skills for Effective Goal Setting” and

“LeadingwithAI”.

Gender representation

ofapplicants

Gender representation

ofthose appointed*

25%

46%

29%

55%

45%

Female Male Chose not to disclose Female Male

*36% identified as ethnically diverse.

Eleven colleagues joined the business through the programme in the

areas of investment management, asset management, technology,

customer and human resources.

All participants enrolled in structured professional development

pathways, many supported through the Skills and Growth Levy (the

UK Government’s update to the apprenticeship funding system),

reinforcing our focus on capability development and progression.

The overall graduate experience has been rated highly across

allstages, with positive feedback on clarity, support and

opportunities to build networks across the organisation.

Governance Report Other information

Quilter plc Annual Report 2025

Financial statementsStrategic Report

We are committed to promoting advancement opportunities for underrepresented talent. Thetimeline below shows some of the communities,

eventsand training we held in 2025 to support and empower our colleagues:

Empowering colleagues

Our people continued

Networks and communities

There are established employee networks and

communities which support colleagues and

generate learning initiatives centred on

inclusion and encouraging positive wellbeing

practices within the organisation. The Inclusion

and Diversity forum is open to all colleagues

and continues to play an active role, giving

colleagues the opportunity to deepen their

understanding and empathy around diverse

people. Topics this year included “Social Mobility

and How we Change”, “the Power of Cultural

Intelligence” and“Mind the Generation Gap”,

aninsightful discussion on managing the five

different generations in the current workforce.

Colleague wellbeing and reward

We want to support our colleagues to be at their

best and fulfil their potential. We provide colleagues

with the resources and support to help sustain

mental and physical wellbeing. This includes online

resources to help people build resilience and

maintain a healthy work-life balance, a 24-hour

employee assistance programme, private health

insurance and discounted gym memberships.

Quilter provides a comprehensive flexible benefits

package for colleagues, including a pension

contribution of 10%, protection benefits such as

lifecover, critical illness and income protection,

alongside salary sacrifice and payroll benefits.

Weare proud that our maternity and paternity

leave is an enhanced benefit of 26 weeks of full pay.

Our colleagues also have the opportunity to share

in Quilter’s success as shareholders through

membership of our employee share plans.

Equal opportunities

At Quilter, we are committed to providing a fair,

inclusive and equitable working environment for

all. No job applicant or colleague will receive less

favourable treatment on the grounds of gender,

gender identity, marital or civil partnership status,

nationality, ethnicity, age, sexual orientation,

religion or belief, responsibilities for dependants,

pregnancy or maternity or physical or mental

disability. We select and develop colleagues based

on their skills, experience, qualifications and

potential. We are also committed to supporting

colleagues who become disabled during their

employment, including making reasonable

adjustments and providing access to appropriate

training and development.

“Speaking up” culture

At Quilter, we promote a culture where colleagues

feel safe to raise concerns about acts of

misconduct, malpractice or wrongdoing and feel

confident in doing so. Quilter’s Whistleblowing

Policy and channels provide colleagues with

avenues to raise concerns in good faith without

fear of repercussion. Colleagues are able to raise

such concerns anonymously via the confidential

and independent ethics hotline or directly to

theirline manager, Human Resources or Risk

andCompliance. All whistleblowing reports are

treated confidentially, seriously and are

investigated thoroughly. A grievance procedure

isavailable forcolleagues to raise a complaint

orproblem about any issues relating to their

work, working environment, pay and benefits,

working hours orany other concern about

employment issues.

January

Diverse Abilities

community launched

May

Sponsored

Southampton

Pride event

December

“From Royal Marines

Commando to Change

Maker” - a conversation

with Alex Krol, a former

Royal Marines Commando

and double-gold medallist,

at the Invictus Games*

Inclusion and Diversity forum

online colleague event.

Quilter plc Annual Report 2025

Diverse representation

Quilter is committed to two key aspirations for diverse representation:

Key aspirations Progress as at 31 December 2025

40% of senior management roles* being held by

women by 2025. This is in line with the FTSE

Women Leaders Review Target.

Achieved 39% female representation in senior

management roles, a fall from 41% the prior

year.

13% of ethnically diverse colleagues in senior

management roles* by 2027 in line with our

commitment to the Parker Review.

7% of ethnically diverse colleagues in senior

management roles, an increase from 6% on the

previous year.

Inclusion and diversity

Quilter remains committed to building an inclusive, high-performing

culture where colleagues from all backgrounds can succeed.

A diverse workforce strengthens decision-making, deepens customer trust and supports sustainable

long-term growth. Our approach is data-led and informed by colleague feedback, we challenge

assumptions, address barriers, and take targeted action to ensure opportunities are accessible

andoutcomes are proportionate across the organisation.

Inclusion and Diversity Action Plan

We first published our Inclusion and Diversity Action Plan in 2022, establishing a clear and accountable

framework to advance inclusion across the Group. The Plan was refreshed in July 2024 to strengthen our

ambition and accelerate progress towards a more mature level of inclusion by 2027, reflecting both our

business priorities and the external environment. To deliver our ambition, we focus on three priorities:

– strengthening inclusive leadership at all levels;

– enhancing data, management information, and transparency to drive accountability; and

– building a sustainable and diverse pipeline of future talent through how we attract, recruit, and

develop colleagues.

39%

61%

Senior

management

(76)

46%

5 4%

All

colleagues

(3,207)

Ethnic representation**

Senior management

Ethnic group representation 2025 2024

Asian

0% 0%

Black

4% 3%

Mixed

1% 1%

White

92% 93%

Other

1% 1%

N/A

1% 1%

The percentages above have been rounded. 7% (6.9%

rounded) of colleagues insenior management are ethnically

diverse.

All colleagues

Ethnic group representation 2025 2024

Asian

8% 7%

Black

3% 3%

Mixed

2% 2%

White

83% 85%

Other

1% 1%

N/A

2% 2%

Colleagues who identified as belonging to one of the following

ethnic groups: Bangladeshi, Chinese, Indian, Pakistani or Asian

other.

Colleagues who identified as belonging to one of the following

ethnic groups: Black African, Black Caribbean, Black other.

Colleagues who identified as belonging to one of the following

ethnic groups: Mixed White/Asian, Mixed White/Black African,

Mixed White/Black Caribbean, Mixed other.

Colleagues who identified as belonging to one of the following

ethnic groups: White British, White Irish, White Gypsy Traveller,

White other.

Colleagues who identified as belonging to one of the following

ethnic groups: Arab, Any other.

Colleagues who responded but opted not to disclose their

ethnic group.

Our people continued

Gender representation

In accordance with section 414C(8)(c) of the Companies Act 2006 (the “Act”), Quilter is required to report the gender balance of

our employees, our “senior managers” and the Quilter plc Directors. The breakdown by gender of our employees can be found

above and that of our Board on page 56. For the purposes of the disclosure under the Act, the definition of “senior managers”

adopted is the Executive Committee and the Directors serving on our consolidated legal entities but excluding the Directors

ofQuilter plc. Where these individuals hold multiple directorships, they are only counted once. As at 31 December 2025, there

were 9 female and 33 male senior managers.

Whilst we did not achieve our internal aspiration

to reach 40% female representation within our

senior management population during 2025, we

will sustain our focus to attract and retain more

senior women and to enable women to develop

their careers with us.

Weare mindful that progress toward our

long-term inclusion anddiversity commitments

will take time andmay not always be linear.

Thesenior management population is relatively

small, making representation sensitive to

modest changes in the year.

Read about the diversity of our Board

onpage 56.

Senior management is defined as the Executive Committee and their direct reports, excluding business managers and personal assistants.

Female : 46% (1,487 employees)

Male: 54% (1,720 employees)

Female: 39% (30 employees)

Male: 61% (46 employees)

Governance Report Other information

Quilter plc Annual Report 2025

Financial statementsStrategic Report

Inclusiveness

At Quilter, people of all backgrounds are

accepted for who they are.

Our results are above the Financial Services

industry benchmarks which are 8.3 for

Diversity and 8.2 for Inclusiveness.

Diversity

A diverse workforce is a clear priority at

Quilter (for example, in terms of age, gender,

ethnicity, neurodiversity, disability, religion,

sexual orientation and educational, social

andcultural background).

8.7/10

2025

8.6/10

2024

8.9/10

2025

8.9/10

2024

Gender and ethnicity pay gaps

Quilter’s mean and median gender pay gaps for

2025 were 29% and 31%, up from 27% and 30%

inthe prior year respectively, while the mean and

median gender bonus gaps also increased from

55% and 45% in 2024 to 63% and 50% in 2025.

The Company’s mean and median ethnicity pay

gaps, which it reports on a voluntary basis using

the same methodology as gender pay gap

calculations, were 19% and 11% for 2025,

compared to 18% and 15% for 2024 respectively.

The mean and median ethnicity bonus gaps

were56% and 42%, up from 47% and 38% in

theprior year.

Closing these pay gaps is a long-term endeavour

and the Company does not expect progress to

belinear. The increases in the pay gaps for2025

reflect changes in female and ethnically diverse

representation across different levels ofthe

workforce, coupled with high variable pay

outcomes exacerbated by the over-representation

ofmales and non-ethnically diverse colleagues

inhighly paid, revenue generating roles. This is

along-standing, systemic challenge for the

industryand Quilter is committed to increasing

and sustaining diverse representation in senior

roles, underpinned by its Inclusion and Diversity

Action Plan.

As reported last year, there has been continued

progress in building a stronger pipeline of ethnically

diverse talent in junior and mid-level roles, which

has contributed to a short-term increase in the

ethnicity pay gaps and should yield positive

results over the longer term as these colleagues

progress into more senior, higher paid roles.

Gender pay gap

2025 2024

Mean hourly pay gap 29% 27%

Median hourly pay gap 31% 30%

Mean bonus gap 63% 55%

Median bonus gap 50% 45%

Female colleagues receiving a bonus 91% 94%

Male colleagues receiving a bonus 94% 94%

Ethnicity pay gap

2025 2024

Mean hourly pay gap 19% 18%

Median hourly pay gap 11% 15%

Mean bonus gap 56% 47%

Median bonus gap 42% 38%

Ethnically diverse colleagues

receiving a bonus

93% 89%

White colleagues receiving a bonus 95% 94%

The methodology for calculating our gender and ethnicity pay

gaps follows UK government guidelines.

Our people continued

Inclusiveness

Quilter’s managers play a critical role in creating

an inclusive workplace where talent from all

backgrounds can thrive. Over 200 line managers

attended the “Inclusive Outcomes: Performance

Management Deep Dive” co-led by members of

the HR team and facilitated by Suzy Levy, author

and specialist in social change. The session aimed

to educate managers on achieving proportional

outcomes across all diverse groups and to expand

their affinity beyond their immediate networks,

encouraging leaders to recognise, value and

advocate for colleagues from under-represented

backgrounds.

Diversity engagement

Scores from Quilter’s employee engagement

survey, Peakon, demonstrate that colleagues are

showing high levels of satisfaction with our efforts

to maintain a diverse workforce and create an

environment where every individual feels included.

Quilter partnered with EPOC in May 2025.

Theorganisation is dedicated to supporting its

members in securing FTSE 350 non-executive

roles. EPOC plays a leading role in increasing

visibility and board-level representation for

people of colour. By working together, we aim

to support diverse talent in securing future

non-executive positions.

We were the proud sponsor of the EPOC

network attending Chelsea Flower Show

Charity Gala Preview. This event highlighted

our partnership and showcased our

dedication to diversity and inclusion.

Members of our Executive Committee and

Quilter Cultural Diversity Community were

also in attendance, emphasising our collective

efforts to create spaces where people of

colour are represented, particularly in

environments where they have historically

been underrepresented.

Empowering People of Colour

(“EPOC”) network

Source: Quilter Peakon survey December 2025 and

September 2024.

Women in Finance Charter

Quilter is proud to be a signatory of the

Women in Finance Charter which requires

firms to work together to create more gender

balance at all levels across financial services

firms. It is a voluntary initiative, led by the

Treasury, aimed at promoting best practice.

Quilter plc Annual Report 2025

In 2025, the Quilter Foundation’s partnership

with Breathe Arts Health Research (“Breathe”)

extended beyond its £10,000 grant to deliver

meaningful non-financial support that

strengthened the charity’s organisational

resilience. Quilter provided more than 50 hours

of pro bono meeting space, saving the charity

over £2,500, and offered targeted staff

development. This “funder plus” approach

enabled Breathe to enhance internal capacity

and maintain stability during operational

challenges, demonstrating Quilter’s commitment

to collaborative, skills-based support that

delivers long-term, sustainable impact.

Our Code of Conduct

Our Code of Conduct sets out how we should

demonstrate our values, respect each other,

protect our customers and ensure responsible

long-term growth of the business. It includes

acting with integrity and respect, delivering

good customer outcomes for prospective

andexisting customers, managing conflicts

ofinterest, good market conduct, information,

data and communications, use of Company

assets, prevention of financial crime and

working transparently with regulators and

governments. Colleagues are required to

undertake annual mandatory training to

ensure they fully understand the requirements

of the Code of Conduct and confirm their

acceptance of, and adherence, to it.

Our policies

Our policies support our aim to create an

inclusive culture that embraces diversity and

enables our people to perform at their best.

They also reflect relevant employment laws,

including the Universal Declaration of Human

Rights and International Labour Organisation

Declaration on Fundamental Principles and

Rights at Work.

Living Wage employer

All employees and suppliers providing onsite

services in the UK are paid no less than the

real Living Wage. In October 2025, the real

Living Wage as determined by the Living

Wage Foundation (of which Quilter is an

accredited employer) was increased to

£13.45per hour nationally inthe UK and

£14.80 per hour in Central London. In keeping

with our usual practice wehave ensured that

all colleagues and contracted service

providers earn in excess of these amounts.

Human rights and modern slavery

We are committed to respecting the rights and

freedoms of our colleagues and those in the

supply chain.

Our policies and processes prohibit Quilter from

doing business with parties involved in modern

slavery, forced labour, compulsory labour and

child labour. These policies also promote equal

opportunity and reject any form of discrimination

or unfair treatment on the grounds of protected

characteristics or personal factors.

We respect the right of employees to associate

forthe purposes of collective bargaining and

colleagues are free to join a union of their choice.

Our people continued

Financial Futures Fund

– Strategic partnerships

withcharities that improve

access to high-quality

financial education and

create content that is

tailored and relevant for

diverse adult audiences.

– Financial education and

wellbeing programmes in

schools in collaboration with

Money Ready, a financial

education charity.

Two tiers of grants that

recognise the personal

connections Quilter

employees and advisers have

within their communities,

allowing them to nominate,

champion and support local

causes they care about. The

programme supported 15

charities in 2025.

Brighter Together Fund

The Quilter Foundation

In the year, our charity, The Quilter Foundation (“the Foundation”), reviewed and refreshed its strategic

focus for the next five years. Its new purpose is to support brighter financial futures for every generation

aligned to its mission to support organisations to create and run programmes that help people of all

ages learn how to make a plan for their money. The Foundation aims to give people the tools and

confidence to make informed choices with their money at every stage of their life, to tackle systemic

barriers to financial inclusion and community resilience through a blend of funding, capacity-building

and collaborative engagement. The Foundation’s activity is rooted in the belief that lasting change

comes from empowering communities, simplifying access and fostering innovation. The Foundation

supports our communities in three ways:

The Foundation’s “funder

plus”approach provides

acomprehensive package

ofnon-financial support,

alongside financial grants,

enabling charities to thrive.

In2025, Quilter colleagues

provided specialised

support, training and

development to staff across

our charity partners.

Funder plus support

AchievementsBreathe Arts Health Research

Since its formation in 2018, the Foundation

hasachieved the following milestones:

£1 million+

raised through colleague and adviser

contributions, inclusive of matched funding.

£4 million+

distributed via strategic partnerships and

Local Community Grants.

100,000+

young people have been positively impacted.

Working at Quilter

Governance Report Other information

Quilter plc Annual Report 2025

Financial statementsStrategic Report

Responsible investment

Investing responsibly

The United Nations backed Principles for

Responsible Investment (“PRI”) define responsible

investment as a strategy and practice to

incorporate environmental, social and governance

(“ESG”) factors in investment decisions and active

ownership. We believe that incorporating ESG

factors into our investment decision-making

processes and exercising active ownership

through voting and engagement helps mitigate

risk and identify potential opportunities.

Within our two business segments, we have

dedicated teams focused on ESG integration and

active ownership, as well as investment teams

who manage our responsible and sustainable

investment solutions.

For more information on our approach

pleasevisit:

quilter.com/investments/responsible-

investment

quiltercheviot.com/ri

UK Stewardship Code

Quilter is a signatory to the UK Stewardship Code.

Stewardship includes engaging with the companies

and funds we invest in, exercising our voting rights,

and integrating environmental, social and

governance factors within investment decision

making. We retained our signatory status in 2025

and the next report will be submitted to the

Financial Reporting Council by 30 April 2026. In line

with the revised Stewardship Code 2026, we will

publish two disclosures: a Policy and Context

document, outlining our overarching stewardship

approach and policies, updated every four years;

and an Activities and Outcomes report, detailing

our stewardship actions and impact over the

previous year. Both documents will be available

onthe Quilter Stewardship page:

quilter.com/stewardship

UN Principles for Responsible Investment

Quilter is a signatory to the PRI which is a global

network organisation that works to:

– understand the investment implications of

ESGfactors; and

– support its international network of investor

signatories in incorporating these factors into

their investment and ownership decisions.

Signatories are assessed annually on how the

organisation implements responsible investment.

The Assessment Reports

, which are produced

using signatories’ reported information, relate

tothe investment management activities within

Quilter Investors and its investment solutions,

andQuilter Cheviot. For the 2024 reporting period

(completed in 2025) we achieved 49 Stars out of

apossible 65, across 13 modules. In nine of these

modules our score was above the PRI median

withthe Policy, Governance and Strategy module

receiving the highest score.

The Assessment Reports present information reported directly

by signatories. This information has not been audited by the PRI

or any other party acting on its behalf.

*Global producer responsibility for plastic pollution published by

Science Advances.

High Net Worth

In 2025, Quilter Cheviot prioritised the

following thematic engagements within the

Natural Capital theme through one-to-one

meetings:

– Disposable disclosures – Consumer

goods and single-use plastic: Recent

global plastic waste brand audits

have

found that less than 60 companies are

responsible for more than half the world’s

plastic pollution, with six companies

responsible for a quarter of that total. We

engaged with targeted companies based

onour materiality criteria in the consumer

goods sector.

– Making a splash: Alongside the Sustainable

Opportunities team we engaged several

investee companies to better understand

water-related risks and opportunities,

including emerging technological

innovations and solutions that relate to

water efficiency and water resilience. These

engagements inform our RI categorisations.

Affluent

As a predominantly fund of funds investor,

Affluent relies on the stewardship activities of

its managers to deliver effective responsible

investment outcomes.

During the year, we engaged closely with

ourthird party managers to refresh and

strengthen our stewardship assessment

process. Through a targeted review of voting

and stewardship reporting, we clarified

expectations, addressed data quality issues,

and reinforced the importance of timely,

accurate disclosure. This engagement

established a clearer baseline of stewardship

standards, improved oversight controls and

enhanced our ability to oversee stewardship

activities effectively.

Case studyCase study

professionals

Across Affluent and High Net Worth, we

have 12dedicated responsible investment

professionals working in collaboration

withother teams within the businesses.

Quilter plc Annual Report 2025

Climate change

At Quilter, we recognise the

importance of playing our part

intheglobal effort to create a more

sustainable world and our impact

onthe environment.

As a wealth management business, the

environmental impact of our operations is centred

around the carbon emissions from our offices,

travel, and the goods we procure.

In 2025, we continued to strengthen our data

capabilities to better track and monitor our

impacton climate change and the climate-related

risks faced by the business, supported by the

implementation of a new emissions tracking

platform. We expanded our Corporate

Sustainability team with the addition of a new

Sustainability Analyst, enhancing our capacity

todeliver on our climate objectives. We also

developed and published the Quilter plc Climate

Transition Plan (“CTP”) which sets out the actions

we intend to take, across our operations and supply

chain, to contribute to the UK’s legally binding

target of reaching net zero emissions by 2050.

Quilter’s sustainability

andclimatereporting

The disclosures in the corporate sustainability

andresponsible investment sections are made in

accordance with the Companies (Strategic Report)

(Climate-related Financial Disclosure) Regulations

2022 and the Streamlined Energy and Carbon

Reporting requirements. These sections

constitute Quilter plc’s non-financial and

sustainability information statement.

To provide a more holistic view of how Quilter

andits Group entities manage climate-related risks

and opportunities, the Quilter TCFD Report now

incorporates the Entity Reports for our Affluent

managed solutions and High Net Worth business

segments. This consolidated approach ensures

that our Group-level disclosures reflect the specific

ways in which climate risks and opportunities are

managed across our investment management

activities atthe entity level. The full Quilter TCFD

Report isavailable at plc.quilter.com/tcfd.

In line with the FCA ESG Sourcebook

requirements, our Affluent and High Net Worth

segments continue to publish individual Product

Reports. These provide detailed disclosures on

climate-related risks and opportunities at the

product level, complementing the Group Report

and enabling stakeholders to understand how

climate considerations are integrated into our

investment processes across both entity and

product dimensions.

We have chosen to publish our TCFD disclosures

in a standalone report, rather than within the

Annual Report, to provide a more comprehensive

and focused overview of climate-related risks and

opportunities across Quilter plc and its regulated

entities. This approach allows us to present

detailed and decision-useful information aligned

with the TCFD Recommendations, including

entity-specific and product-level disclosures,

inaformat that better supports transparency

andstakeholder engagement.

Our TCFD Reports are fully consistent with the

Governance, Strategy, and Risk Management pillars

of the TCFD Recommendations and Recommended

Disclosures of the TCFD Report. Where possible,

we have made full disclosure consistent with the

Metrics and Targets recommended disclosures.

Due to data gaps in certain asset classes, such as

alternatives, we are unable to disclose Scope 3,

Category 15 emissions for 100% of the investments

we manage on behalf of our customers. Over time,

as the scope of climate-related disclosure

requirements expand, we expect data coverage

forour investments to increase.

There are holdings within our universe for which we

are unable to provide climate data. This is usually

where there is no International Securities Number

(“ISIN”) as the holding is not listed. This will include

cash, financial instruments, unlisted companies

and physical property and infrastructure, leading

togaps in the data required to produce accurate

Scope 3 financed emissions and Climate Value at

Risk (“CVaR”) analysis.

For the Metrics and Targets disclosure, we also

calculate the Scope 1, Scope 2, and applicable

Scope 3 emissions categories resulting from

ouroperations in line with the GHG Protocol

anddisclose these metrics onpage 36. We

havecontinued to enhance ourmethodology

toimprove the accuracy of ouroperational

emissionsdisclosures, with a particular focus

onbetter capturing emissions associated with

oursupply chain.

In producing our TCFD Reports, we have also

considered the following guidance and applied

where relevant:

– the TCFD Final Report and the TCFD Annex;

– the TCFD all sector guidance as well as the

additional guidance for asset managers;

– the TCFD Technical Supplement on the Use

ofScenario Analysis;

– the TCFD Guidance on Risk Management

Integration and Disclosure;

– the TCFD Guidance on Metrics, Targets and

Transition Plans;

– the FCA’s review of TCFD-aligned disclosures

bypremium listed companies;

– the Financial Reporting Council’s thematic review

of TCFD and climate disclosures; and

– the FCA’s 2025 review of climate reporting by

asset managers, life insurers and FCA regulated

pension providers.

Advance supplier engagement: Deliver the

initial phases of our supplier engagement

strategy to improve the quality of supplier

climate data we hold and identify

opportunities for further engagement and

improvement.

Strengthen internal collaboration:

Continue to enhance cross-functional

engagement on climate and sustainability

matters, with a particular focus on our supply

chain and office estate.

Accelerate renewable energy transition:

Progress our commitment to procure 100%

of electricity from renewable sources by

switching all Quilter-controlled contracts to

renewable tariffs and actively engaging with

landlords to encourage the same.

Prepare for new reporting standards:

Establish robust processes to ensure Quilter

is well positioned to align its sustainability and

climate-related disclosures with the upcoming

UK Sustainability Reporting Standards.

Our priorities for 2026

Our 2025 TCFDReport can be found here:

plc.quilter.com/tcfd

Governance Report Other information

Quilter plc Annual Report 2025

Financial statementsStrategic Report

Climate-related risk management

Our corporate sustainability reporting and

operational climate-related risk management

takes place at the Group level. This is due to the

sharing of offices and operational resources

across the Group. Information surrounding our

wider Risk Management and Reporting Framework

including our risk categories and corresponding

risk appetite statements are explained on pages

44 to 48. Our Affluent and High Net Worth

segments maintain individual processes for

identifying and managing climate-related risks

andopportunities within the investment

portfolios they manage on behalf of our

customers. We explain these processes in detail

within the Quilter TCFD Report as they are tailored

to each business segment.

Climate within our Risk Management

Framework

Material climate-related risks are primarily tracked

within the “Responsible Investment and Corporate

Sustainability” Level 2 risk category, which forms

part of our Level 1 Business Strategy and

Performance risk. As climate-related risks are

cross-cutting in nature, they may also feature

within our other Level 2 categories, such as

Regulatory Compliance, Investment Performance,

Operational Resilience and Capital, Liquidity and

Solvency Management.

Due to the uncertainty surrounding the short-

term impacts of climate change, we consider this

to be an emerging risk for Quilter, rather than a

principal risk. The climate change emerging risk

captures the transitional and physical impacts

ofclimate change. We continue to evolve our

processes around emerging risks and how these

are monitored and reported to management

andBoard Committees. If a new emerging risk is

identified or there is a material development in

any of our existing climate-related risks, this would

be escalated as appropriate as it occurs.

We employ both top-down and bottom-up

riskidentification processes across our Risk

Management Framework. Through our bottom-up

approach, climate-related risks identified by

relevant business areas are captured in their

respective Risk Control Self Assessments

(“RCSAs”) which are reviewed and updated

biannually. Our Responsible Investment teams

currently complete RCSAs and in 2025, our

Corporate Sustainability function completed

itsfirst RCSA to capture climate-related risks

resulting from our operations.

Top risks are identified by members of the

Executive Committee and are monitored through

regular engagement with the second line Risk

function. During 2025, one climate-related

reporting and disclosure risk was monitored

asatop risk for the business.

Standalone climate risk workshop

In 2024, we held our first cross-functional

workshops to identify climate-related risks, assess

materiality, and determine how we manage and

monitor risks going forward. Representatives from

Responsible Investment, Corporate Sustainability,

Finance, and Risk teams attended the workshops.

We incorporated the guidance issued by the

TCFDand the Climate Disclosure Project’s key risk

drivers into our risk identification and assessment

process to ensure a wide range of climate risk

factors were considered. We also used scenario

analysis to assess how bothtransitional and

physical impacts of climate change could affect

Quilter’s financial position, business model, and

investments managed by ourAffluent and High

Net Worth segments.

To assess the significance of climate-related risks

in relation to wider business risks, we carried out a

subjective risk assessment, using our operational

risk matrix, to assess likelihood, timeframe,

potential for harm, and magnitude of both

financial and non-financial impacts of climate-

related risks on an inherent and residual basis.

Our governance structure and the role of the Board and its Board

Committees in relation to climate-related risks and opportunities are

setout in the Governance Report which begins on page 50.

Responsible investment and corporate sustainability, including climate-related risks and

opportunities, are integrated across our management structure. Information about our Executives

and team responsible for this area are detailed below. Our TCFD Report outlines more detailed

information about the Executive Committees and other colleagues that play a key role inthe

management and oversight of climate-related risks and opportunities.

Executive leaders

John Goddard

Chief Executive Officer of Quilter Cheviot

John Goddard was appointed Chief Executive

Officer of Quilter Cheviot in 2025 and assumed

Executive Sponsor responsibilities relating to

Quilter Cheviot’s responsible investment

strategy and Quilter plc’s corporate

sustainability strategy.

At the Group level, John is responsible for

ensuring an appropriate corporate

sustainability strategy is inplace and driving

delivery across the Group. Healso oversees

delivery of the Responsible Investment Strategy

for the High Net Worth segment and is the

owner of the Level 2 Risk category for

responsible investment and corporate

sustainability. John is a member of the Group

Executive Committee and will present updates

on corporate sustainability and responsible

investment strategies, including our climate

strategy and material developments in climate

issues, to the Board onan annual basis.

Mark Satchel

Chief Financial Officer

Mark is responsible for the oversight of the

management of financial risks arising from

climate change, ensuring risks are appropriately

identified and managed, including incorporation

within the Group’s Own Risk and Solvency

Assessment (“ORSA”).

Corporate Sustainability team

Our Corporate Sustainability team is

responsible for our operational climate strategy

which includes colleague engagement,

calculating our operational emissions,

collaborating with our Property team to deliver

sustainable upgrades to our offices, and

engaging with our suppliers to better

understand climate-related risk exposure and

encourage change. The team provides quarterly

progress updates to the Group Executive

Committee and update the Board annually.

Climate change continued

Governance

Quilter plc Annual Report 2025

In 2025, we repeated this process to review our

risk assessment considering the latest climate

developments and regulatory changes. We have

considered selected outcomes from the Network

for Greening the Financial System (“NGFS”) Phase

V short-term and long-term scenarios as part of

the assessment, to better understand the impact

of climate-related factors on Quilter’s flows and

financial position.

Scenario analysis

Operational climate scenario analysis

We undertake operational risk scenario analysis

tomeasure the potential impact of the risks that

we face, including climate-related risks, on our

resilience and financial plans. This is a structured

process by which a forward-looking assessment

ismade of our exposure to plausible but severe

operational risk events. The scenario identification

and testing process utilises the expert judgement

of management and is designed to build on and

complement the assessment of risks and

opportunities.

The financial risks from climate change would lead

to outcomes which could also be driven by other

causes outside of climate change. We take a

holistic approach to scenario analysis to consider

the potential harms from a range of root causes

and risks. In most cases, climate change is not the

key driver of risks, but the scenario may implicitly

cover climate risks.

We also perform sensitivity analysis to understand

how profitability would be impacted by variances

in equity and bond values and net flows.

While these sensitivities are not exclusively

climate-specific, the parameters tested may be

influenced by climate-related factors. As such,

they provide an implicit assessment of our

Business Plan’s resilience to the economic impacts

of climate-related risks. The outcomes of our

sensitivity analysis are reviewed by the Board and

are disclosed in Quilter plc’s financial statements.

In May 2025, the NGFS released Phase V of its

climate scenarios, providing updated

macroeconomic and financial projections across

arange of climate pathways. Quilter has initiated

areview of the methodology and outputs from

these scenarios to assess their relevance to our

financial position and performance. We have

begun evaluating these outputs against our

existing operational scenario and sensitivity

testing to ensure our current approach sufficiently

captures the potential impacts of worst-case

climate-related outcomes.

In 2026, we will look to develop a formal process

tointegrate this NGFS scenario analysis into our

existing processes. This includes determining

theappropriate governance structure, ownership

within the organisation, and how the analysis will

be embedded into existing processes. We are

considering both short-term and long-term NGFS

scenarios, including:

– 1.5°C On Track (Net Zero 2050) limits global

warming to 1.5°C through stringent climate

policies and innovation, reaching global net zero

carbon dioxide (CO

) emissions around 2050.

This scenario assumes that decarbonisation and

climate mitigation policies are introduced swiftly

with moderate regional variation, and that

technological solutions are developed and

introduced readily;

– 2.0°C Delayed Transition assumes annual

emissions do not decrease until 2030. Strong

policies are needed to limit warming to below

2°C. This scenario assumes that various

climate-related policies are only introduced

after2030 and are likely to cause considerable

economic disruption;

– 3.0°C Nationally Determined Contributions

(“NDCs”) assumes national decarbonisation

targets pledged by Paris Agreement signatories

are achieved. Given the acknowledged emissions

gap – between the total pledged emissions

reductions and the reductions needed to limit

warming to 1.5–2.0°C – global warming increases

beyond 2.5°C; and

– 3.0°C Fragmented World assumes a more

piece-meal, disordered, and, ultimately,

inadequate global effort to reduce emissions.

This scenario assumes climate policies will be

introduced inconsistently across the world,

delaying their implementation and thwarting

global efforts to reach net zero.

Resilience of our business strategy

The output of scenario analysis is used to

determine the level of capital and liquidity

required to address the material harms to our

customers and to Quilter’s operating entities from

ongoing activities. The result of the analysis

demonstrates that Quilter’s operating entities

have sufficient capital and liquidity to withstand all

the scenarios tested. The scenario analysis and

sensitivity testing therefore indicates that Quilter’s

business strategy and financial plans are resilient

to climate-related financial risks.

The analysis conducted is limited by several

factors including data limitations and is not

intended to be used as future predictions as, due

to our robust control framework, the scenarios

have a low likelihood of occurrence. We consider

scenario analysis to be a useful input to decision

making, coupled with other management

information and it is used to help ensure business

and operational resilience.

Examples of climate-related

scenarios tested in 2025

These explicitly or implicitly cover the financial

risks from climate change, as follows:

Climate-related disclosure: This scenario

assesses the risk of our sustainable fund

ranges inadvertently investing in assets which

are excluded from fund mandates, leading

tocustomer redress and related costs. This

scenario explicitly covers the risk of breaching

fund mandates for our investment solutions

within sustainable investment mandates.

Operational resilience: This scenario

assesses the potential impact of a disruption

toservice provided to customers due to

anissue impacting our IT infrastructure.

Thisscenario implicitly covers the risk of

operational disruption due to lack of

resilienceto physical climate risks.

Third party risk: This scenario assesses the

potential impact of failure of an outsourced

service provider. This scenario implicitly

coversthe risk of failure of a third party due

tolack of resilience to physical or transitional

climate risks.

Advice risk: This scenario assesses the

potential risk of advice provided by financial

advisers being unsuitable. This scenario

implicitly covers the risk of advice not

adequately considering customers’ preferences

in relation to sustainable investments, leading

to customer redress and related costs.

Climate change continued

Governance Report Other information

Quilter plc Annual Report 2025

Financial statementsStrategic Report

Investment portfolio scenario analysis

In addition to the operational analysis, we also

conduct quantitative climate scenario analysis

forthe majority of investment portfolios that we

manage on behalf of our customers. To do this

weuse a CVaR metric to assess the potential

impacts on portfolio values under different

climate scenarios. This aims to estimate the

potential financial loss or gain from the underlying

investments as a result of climate change. Our

analysis examines the impacts across three key

risk areas:

– climate policy (new regulations at national and

international level impacting carbon activities);

– technology opportunities (increased demand

forenergy-efficient, lower-carbon products

andservices that disrupt existing markets); and

– physical risks (such as temperature increase,

sealevel rise, and associated business

interruption and damage across operations

andsupply chains) on portfolio value.

To do this, we use climate modelling in the form of

scenarios created by NGFS. Each scenario makes

different assumptions about how climate policy,

physical climate events and the development of

climate-related technology will impact the

economy and therefore the value of our holdings.

CVaR is presented as the percentage change in

our holdings’ value, for each risk type (policy,

technology, physical impacts) in aggregate.

Within our High Net Worth segment, this analysis

is carried out across our centrally monitored

holdings which account for 94% of Quilter

Cheviot’s AUM. For our Affluent segment, all

portfolios are covered by this analysis.

Our findings are included in our TCFD Report on

an aggregated basis for all covered portfolios and

disaggregated in the TCFD product reports for

specific portfolios.

Investment portfolio scenarios tested

For the 2025 reporting period, Affluent and High

Net Worth holdings were evaluated for CVaR using

the MSCI climate data under the same four

scenarios listed on page 29.

Scenario selection

These four scenarios were selected to address

theuncertainty inherent to any modelling, as they

cover a range of variation in both the physical

impacts of climate change and societal responses

to these impacts. We have retained a 1.5°C aligned

scenario as the most optimistic outcome, despite

the acknowledged challenges to achieving this

given recent geopolitical back-pedalling and the

higher-than-anticipated emissions baseline.

TheDelayed Transition (2°C) scenario is included

as a “disorderly” transition scenario, reflecting

heightened risks of delay or inaction in the near

term. This replaces the “1.5°C Disorderly” scenario

we included last year, given the faltering

momentum in global climate policies, adjusting

this from 1.5 to 2.0°C seems a more appropriate

future to model. The NDC scenario was included in

place of the other 3.0°C aligned “Current Policies”

scenario we modelled against last year, as:

1. the significance of the Paris Agreement as the

only binding global agreement committing

nations to decarbonise; and

2. the forthcoming round of new nationally

determined contribution commitments

emerging throughout 2025 (against which

thiswill form a good benchmark as to whether

these new commitments influence the next

iteration of this climate model in a positive

ornegative fashion).

Climate change continued

Stewardship

One of our key tools for managing climate-

related risks is engaging with the funds and

companies that we invest in.

Here we have outlined the climate-related

thematic engagements undertaken with our

direct equity holdings in 2025:

Greening algorithms: Artificial intelligence

andemissions

Understanding AI’s net impact on emissions is

complex. While data centre expansion increases

emissions, AI solutions can enable wider

economic efficiencies and innovations that

reduce emissions. For instance, AI services aid

in designing next-generation solar panels

optimising power grid distribution and reducing

the carbon intensity of cement production.

By understanding the interplay between

technological advancements, regulatory

landscapes, and energy demand dynamics,

investors can navigate the evolving landscape

and capitalise on emerging opportunities.

Capitalising on climate opportunity

We continued our ongoing thematic

engagement programme on climate disclosure

and transition planning with the largest emitters

held within our Sustainable Opportunities funds.

The objective is to better understand each

company’s current plans and progress towards

them. Whilst this is the first phase of

engagement focused specifically on the

holdings in the Sustainable Opportunities

Funds, it is built upon the ongoing thematic

engagement with the highest emitters amongst

the broader investment universe.

Slow to Start

Having been part of the CDP Science Based

Targets Initiative (“SBTi”) campaign we have

continued this through our “Slow to Start”

engagement with companies that have an

industry-relevant pathway, but which do not

have a verified target.

We began this work engagement in 2025, and

will conclude this phase later in 2026.

Quilter plc Annual Report 2025

Type of risk Risk description Potential impacts

Mitigating actions,

controls,andmonitoring KPIs used to monitor

Time

horizon

Policy

andlegal

(Transitional)

Emerging regulatory requirements

– Risk of changes in climate-related

policies or regulation which have an

adverse impact on Quilter’s proposition

or operations. This includes risk of

non-compliance with regulatory

requirements.

Reduced demand for Quilter’s products

and services due to damage to Quilter’s

brand, ultimately impacting revenues.

Potential cost of redress where customers

have taken action based on misleading

orincorrect information.

– management and compliance oversight

ofpublished information to ensure we

donot make misleading claims;

– data validation for the calculation of

disclosed climate metrics and third-party

assurance over our operational

emissions; and

– greenwashing training for all staff, as well

as targeted training for specific functions.

Emerging regulatory risks are monitored

ona qualitative basis using our horizon

scanning processes.

Timely submission of regulatory reporting

is monitored centrally as part of our

Group-wide risk management KPIs.

Market

(Transitional and

physical)

Portfolio climate risk – Risk of

investment market underperformance

and increased volatility due to the

transition or physical climate-related

events impacting portfolio assets.

Potential for reduced investment returns

for customers, resulting in reductions in the

value of assets under management and

revenues.

While the NGFS long-term scenarios

anticipate growth in US and UK equity

markets, the pace varies under different

pathways. Growth appears more moderate

under the “Net Zero 2050” scenario,

reflecting the structural adjustments of

arapid transition.

Meanwhile, the “Fragmented World”

and“Delayed Transition” scenarios are

characterised by increased volatility.

– investment in diversified multi-asset

portfolios reduces exposure to single

asset climate-related risks;

– consideration of climate risks and

opportunities in investment research and

due diligence (ESG integration);

– engagement activities enable better

oversight of climate risk exposure and

management; and

– climate metrics used to monitor

climate-risk exposure.

The following metrics are monitored at

thestrategy and entity level:

– carbon emissions (Scope 1, 2, and 3);

– Climate Value at Risk;

– carbon footprint (Scope 1 and 2);

– Weighted Average Carbon Intensity; and

– implied Temperature Rise (strategy level

only).

We also monitor the amount of our AUM

engaged by theme (including climate

change).

Market

(Transitional)

Consumer sentiment/demand – Risk

that we fail to align our product offering

with customers’ responsible or

sustainable investment preferences and

general market demand for responsible

and sustainable investment-related

mandates.

Reduction in demand for Quilter’s products

and services, resulting in reduced

revenues.

Under the NGFS “Orderly Transition”

scenarios, demand for responsible and

sustainable investment solutions is

expected to increase at pace when

compared with other scenarios,

increasingthe potential impact and

likelihood of this risk.

– monitoring of customer and adviser

preferences as part of development of

product strategy and distribution teams;

– robust product governance and

management oversight of product

strategy to ensure alignment with market

expectations; and

– integration of responsible investment

preferences into our investment financial

advice suitability processes.

– inflows/outflows for sustainable and

responsible specific strategies and

mandates;

– customer preferences captured during

financial advice suitability processes; and

– customer and adviser survey results

onESG preferences, including those

conducted by regulatory and trade

bodies.

Climate-related risks

Climate change continued

Time Period Key:

Short term 0-3 years

Medium term 3-10 years

Long term 10+ years

Governance Report Other information

Quilter plc Annual Report 2025

Financial statementsStrategic Report

Type of risk Risk description Potential impacts

Mitigating actions,

controls,andmonitoring KPIs used to monitor

Time

horizon

Reputational

(Transitional)

Misrepresentation risk – Risk that

customers, advisers, and other

stakeholders act on the basis of

misleading or incorrect information

relating to the environmental or

sustainability attributes of our investment

products and our business operations.

Reduced demand for Quilter’s products

and services due to damage to Quilter’s

brand, ultimately impacting revenues.

Potential cost of redress where customers

have taken action based on misleading or

incorrect information.

– management and compliance oversight

ofpublished information to ensure we

donot make misleading claims;

– data validation for the calculation of

disclosed climate metrics and third-party

assurance over our operational

emissions; and

– greenwashing training for all colleagues

as well astargeted training for specific

functions.

Greenwashing indicators that we are alert

to include:

– complaints;

– instances flagged by compliance or

management; and

– issues raised during assurance.

Reputational

(Transitional)

Climate strategy risk – Risk that Quilter’s

CTP, covering both Quilter’s operational

emissions and the investment solutions

provided to customers, is not perceived

to be sufficient by our stakeholders.

Under the NGFS “Orderly Transition”

scenarios, stakeholder expectations for

credible climate action are likely to

intensify, with greater scrutiny on the

ambition and delivery of climate

strategies. Quilter must ensure its climate

strategy balances ambition with feasibility

to ensure credibility and effective

implementation.

Negative publicity leading to loss of existing

or potential customers and negative share

price impact.

Reduction in market share, resulting in loss

of revenues over the long term.

Increased operational costs due to failure

to transition to new technologies.

– this year (2026) we will publish the Quilter

plc CTP and in 2025 we published CAPs

for our investments setting out our

strategy milestones;

– transparent annual reporting on progress

against CAPs;

– progress against operational emissions

target contributes to executive

remuneration; and

– our climate strategy is subject to peer

analysis and annual reviews against the

latest regulatory guidance and feedback.

– operational emissions;

– proportion of energy procured from

renewable sources;

– property-specific initiative targets;

– supplier engagement KPIs; and

– investment metrics as laid out in the CAPs.

Physical

(Acute and chronic)

Physical risk crystallisation – Increased

severity or frequency of extreme weather

events, or chronic changes such as rising

mean temperatures and sea levels,

affecting our buildings, employees, or our

third-party suppliers.

Unbudgeted costs to recover or maintain

services to customers.

Costs associated with damage to

infrastructure and technology.

– physical climate risk assessment carried

out across our property portfolio;

– business continuity planning allowing for

physical risks;

– insurance provisions reflect climate-

related matters; and

– supplier engagement to manage

exposure to climate disruption.

A physical climate risk assessment is

maintained for our offices.

Climate-related risks (continued)

Climate change continued

Time Period Key:

Short term 0-3 years

Medium term 3-10 years

Long term 10+ years

Quilter plc Annual Report 2025

Type Description Potential financial implications Actions to capitalise

Products and services

As we transition to a low-carbon, climate-resilient economy

and younger generations enter the investment market,

weexpect an increase in demand for responsible and

sustainable investment solutions.

This requires investment in resources and systems to

deliver our responsible investment strategy and offer

products aligned with customers’ responsible or

sustainable investment preferences.

In the medium to long term we may see an increased

market share and therefore revenue growth as we attract

a wider range of customers and meet the increased

demand for responsible and sustainable investment

solutions.

Continue to develop and deliver our responsible

investment strategy and climate action plans.

Monitor consumer demand to ensure our responsible

andsustainable product offering meets the needs of

themarket.

Resource efficiency

The transition has led to increased innovation and

availability of energy-efficient products and facilities for

use in our buildings, such as energy-efficient lighting and

HVAC systems.

Over the long term, operational costs may reduce due

toenergy cost savings as a result of the use of more

energy-efficient systems.

Explore the feasibility and impact of energy saving

opportunities raised in our Energy Savings and

Opportunities Scheme (“ESOS”) report and implement

those with the most significant cost/benefit ratios.

Consider resource efficient options when replacing

orupgrading building assets.

Markets

The transition presents investment opportunities and

growth opportunities as companies enter new markets

forsustainable products/services and generate additional

revenue streams.

Potential for higher investment performance for

customers in the long term through investment in new

technologies and growing markets. Higher investment

performance for customers would drive increased

revenues to Quilter.

Continue to invest in assets that financially benefit from

the transition to a low carbon, climate resilient economy.

Continue to engage with the companies and funds we

invest in to monitor how they intend to capitalise on

climate-related opportunities.

Climate-related opportunities

Climate change continued

Energy savings and decarbonisation across our offices

Workplace projects and strategy

Climate impact continues to remain a key consideration of our Workplace Strategy and projects

throughcontinued rationalisation and improvement of workplaces within offices.

Activity in 2025:

– in early 2025, we completed the refurbishment of three floors at our Southampton office and anew

office fitout in Birmingham, consolidating two locations into one. Both projects achieved SKA Gold

accreditation, setting a new benchmark for future office refurbishments. TheSKA rating is a recognised

environmental assessment method developed by the Royal Institution of Chartered Surveyors,

designed to help organisations embed sustainability into office refurbishments in a measurable

andmeaningful way;

– we have commenced the refurbishment of our Edinburgh office to modernise the environment

andimprove the overall usage. We will be progressing this in line with the SKA Gold standard;

– we completed the replacement of all remaining non-LED lighting across our office estate, ensuring

thatall properties now operate with energy-efficient LED lighting;

– we have now decommissioned all physical data centres used by Quilter, significantly reducing

on-premise energy consumption and transitioning fully to cloud-based computing solutions; and

– enhancements were made to our Chester office and have started in our Dublin office to better support

the working practices of the teams based there. These improvements have enabled a broader range of

activities to take place on site, reducing reliance on external workspaces and supporting more effective

use of our office estate.

Additional detail around how our Corporate Sustainability and Property teams are collaborating

toimprove energy efficiencies and decarbonise our buildings is set out on page 19 and 20 of our

TCFDReport.

Governance Report Other information

Quilter plc Annual Report 2025

Financial statementsStrategic Report

In 2024, we engaged with a third party to conduct energy audits at our Southampton (Quilter House) and Newcastle-upon-Tyne offices as part of the Government’s ESOS. Through our ESOS Report we have

identified aseries of opportunities to increase energy efficiencies across these offices. Our Southampton office is the largest in our estate and the office in which we have the most control with regards to building

refurbishments and upgrades. TheESOS opportunities identified and currently under consideration at our most significant office are outlined in the table below alongside their projectedannual energy savings.

Energy saving opportunities atour

Southampton Office (Quilter House) Our progress

Projected annual

energysaving (kWh)

Replace the existing gas boilers used to heat our

Southampton office with more energy-efficient

gas boilers or air source heat pumps to reduce

our gas consumption and related carbon

emissions

As we have recently refurbished the existing boilers, we are exploring opportunities to install heat pumps when our current

boilers reach theend of their useful life. This is therefore a longer-term opportunity. As these boilers are currently only utilised

toheat water and act as a backup in case of failures with the district heating system, we have beenable to retire one of the three

boilers. As part of a wider project toupgrade the electrical switchgear, we are futureproofing the building by increasing electrical

capacity to support the installation of heat pumps and additional EV charging points.

246,000–356,000 kWh

Upgrade the building management system

which controls the heating, ventilation, and

air-conditioning

The upgraded building management system was installed in 2025. We are currently working with our energy provider to complete

full rebalancing and building optimisation to improve system efficiency.

182,000 kWh

Replace the existing lighting with LED lighting

onthe remaining floor that has not yet been

refurbished

This was completed as part of our Quilter House refurbishment works in early 2025. We are now exploring the possibility of

installing a lighting control system and Digital Light Addressable Interface (“DALI”) LEDs to control brightness and improve energy

efficiency.

18,000 kWh

Install variable speed drives on our heating,

ventilation, air-conditioning, and heat pumps

that control the flow of energy to the source

andimprove energy efficiency

We are continuing to explore the feasibility of this with our facilities management partner. 8,600 kWh

Install solar photovoltaic devices to act as a

source of renewable energy produced directly

by Quilter and reduce the energy we consume

from the local grid

We assessed the feasibility of installing solar photovoltaic (PV) systems to generate renewable energy on site. In collaboration with

our facilities management partner, we reviewed available roof space across our estate. However, we concluded that installation is

currently not viable due to limited roof capacity. As technology evolves, we may explore alternative solutions such as window-

integrated solar panels, which could offer greater flexibility in the future.

16,000 kWh

Initiate a colleague awareness campaign to

encourage colleagues toreduce energy

consumption and form sustainable habits

This is an ongoing workstream that we have further developed as part of our CTP. 63,000 kWh

The projected annual energy savings have been extrapolated to estimate the savings across our office estate. These are estimates calculated by our third-party ESOS Auditor and have not been verified by Quilter.

Climate change continued

Energy Savings and Opportunities Scheme (“ESOS”)

Quilter plc Annual Report 2025

Climate change continued

Quilter’s operational

emissionstarget

We consider emerging climate-related regulatory

requirements in all of the jurisdictions in which we

operate. Our operations and business activities

are focused primarily in the UK, where the

Government has set a legally binding target to

achieve net zero emissions by 2050. We regularly

review proposals to change climate-related

requirements, or introduce new ones, to ensure

that we remain compliant, and that we set

appropriate targets.

Having considered the UK legal requirement to

bea net zero business by 2050, we have set an

interim operational emissions target to reduce

ourScope 1 and Scope 2 emissions by 80% from

a2020 baseline by 2030.

As part of our work to develop the Quilter

ClimateTransition Plan (“CTP”), we undertook

acomprehensive review of our operational

emissions target and projected emissions.

Following this review, we have transitioned from

alocation-based to a market-based methodology

for our Scope 1 and Scope 2 emissions target.

Under the location-based approach, our target

was largely dependent on the UK Government’s

ambition to decarbonise the national power grid,

which limited our ability to take direct action

beyond reducing energy consumption. By

adopting a market-based methodology, we can

now incorporate energy procurement decisions,

such as sourcing renewable electricity, alongside

energy efficiency measures to reduce our

operational footprint. Given that this target forms

part of our senior management Long-Term

Incentive Plan (“LTIP”), we believe the market-

based approach is more appropriate, as it enables

greater management accountability and action

without relying on external government progress.

We have also set a new target to procure 100%

ofour electricity from renewable sources, where

possible, by 2028.

We consider our Scope 1 and Scope 2 emissions

as a combined total to be a more representative

key performance indicator than Scope 1 or Scope

2 alone. This is because the vast majority of our

Scope 1 emissions result from our natural gas

consumption and Scope 2 comprises purchased

heat and electricity, which means any significant

reductions in Scope 1, by moving away from gas

heating, would likely be offset by a slight increase

in our Scope 2 emissions. Therefore, to properly

assess our performance in reducing our direct

energy consumption emissions, Scope 1 and

Scope 2 emissions should be considered together.

Scope 3

A key element of our CTP will be our supplier

engagement strategy aimed at improving the

climate data we hold for our suppliers and

decarbonising our supply chain. We will begin

engaging with our suppliers in 2026 and have set

aseries of engagement related KPIs and targets

tomonitor the delivery of our strategy. We will

provide an update in our 2026 TCFD Report.

Progress against our target

Since 2020, we have achieved a significant decrease

in our operational emissions. Our 2025 Scope 1

and 2 emissions were 79% lower than the2020

baseline, demonstrating good progress towards

our 80% reduction target by 2030. Theprimary

driver of this was the delivery of our Workplace

Strategy which considers our office footprint in

relation to changing workspace demands.

Going forward, we anticipate a continuation of

incremental reductions each year as we implement

energy saving opportunities across our offices and

source renewable energy contracts where we are

able to control or influence the office energy

procurement. Details of the energy saving

opportunities we are currently pursuing and

considering are outlined on page 34.

In 2025, 85% of the electricity consumed by

Quilter, at our offices, was generated from

renewable sources

. We aim to increase this

significantly over the next two years as we migrate

Quilter controlled energy contracts to 100%

renewable tariffs and engage with our landlords

and property managers to do the same.

For more information on our targets, please see

the Quilter plc CTP at plc.quilter.com/

CorporateSustainability.

Our Scope 1 and 2 emissions (measured in tCO

2025

2030 target

3,2452,512

2020

baseline year

732

276

649

405 681

Scope 1 emissions Scope 2 emissions 2030 target

We define renewable electricity as that covered by a Renewable Energy Guarantee of Origin (“REGO”) or equivalent

Renewable Energy Certificate (“REC”) confirming 100% renewable generation.

Governance Report Other information

Quilter plc Annual Report 2025

Financial statementsStrategic Report

Climate change continued

Our reporting boundary

Quilter plc reports emissions on a consolidated Group basis, incorporating all subsidiaries, and has

set reporting boundaries based on financial control. This includes:

– all offices occupied by Quilter or any of its subsidiaries for the period in which we are financially

responsible;

– Quilter and subsidiary employees for the period covered by their employment contract;

– Quilter owned and leased assets where we are contractually or financially responsible for

maintaining the asset; and

– colleague business travel for which Quilter is financially responsible.

Office space sub-leased to other parties and advisers that operate as appointed representatives

ofQuilter but are not part of the Quilter Group are outside of our reporting boundary.

Methodology

Our emissions data is calculated in accordance with the GHG Protocol guidance. We aim to source

as much actual data as possible. Where data is not available, we have estimation methodologies

inplace to ensure complete and consistent reporting. For more information on how we calculate

our operational emissions see our emissions methodology document appended to our TCFD

Report.

The baseline year for our Scope 1 and 2 emissions is 2020 and our Scope 3 baseline year is 2021,

asthis is when we began capturing Scope 3 emissions data.

Our operational greenhouse gas emissions (tCO

e) and energy consumption data (kWh)

Greenhouse gas emissions as at 31 December 2025 2024 Baseline

Scope 1 emissions

UK 269 349 710

Offshore 7 7 22

Global total

276* 356 732

Scope 2 emissions (location-based)

UK 642 666 1,966

Offshore 62 62 1,025

Global total

704* 728 2,990

Scope 2 emissions (market-based)

UK 349 801 1,499

Offshore 56 54 1,014

Global total

405* 855 2,512

Total Scope 1 & 2 emissions (market-based)

UK 618 1,150 2,209

Offshore 64 61 1,036

Global total

681* 1,210 3,245

Scope 3 emissions (excluding investments)

UK 25,562 31,048 41,228

Offshore 126 115 867

Global total

25,688* 31,162 42,095

Total operational emissions

UK 26,180 32,197 43,436

Offshore 189 175 1,903

Global total

26,369* 32,373 45,340

Operational Carbon intensity

tCO

e per Full Time Equivalent (FTE)

UK 8.5 10.8 –

Offshore 0.1 0.1 –

Global total 8.5 10.9 –

Energy consumption

Energy consumed (kWh)

UK 6,584,929 6,829,124 –

Offshore 364,198 388,008 –

Global total 6,949,127 7,217,132 –

Figures in the table may not sum to the global total due to rounding.

*These metrics are subject to limited assurance by PwC, full details and audit opinion are available in the Quilter TCFD Report.

Breakdown of our operational Scope 3 emissions (excluding investments)

Greenhouse gas emissions as at 31 December 2025 2024 Baseline

1. Purchased goods and services 21,866* 26,865 37,976

3. Fuel and energy-related emissions 275* 295 963

5. Waste 5* 6 9

6. Business travel 1,478* 1,700 433

7. Employee commuting (including working from home) 1,970* 2,095 2,267

8. Upstream leased assets 93* 202 447

As a service-based business Scope 3 Category 4 and Categories 9-14 (downstream value chain

emissions) do not apply to Quilter and we include our Capital Goods emissions in Category 1. The

majority of our Scope 3 emissions are as a result of the goods and services we procure asa business.

In2025, we developed our supplier engagement plan, that will commence in early 2026, aimed at

improving the data we hold for our suppliers and addressing our supply chain emissions.

For a breakdown of our Category 15 (financed emissions) across our Affluent and High Net Worth

business segments, Please see our TCFD Report available at plc.quilter.com/tcfd.

Restatements

In 2025, we implemented a new data platform to calculate our operational emissions. As part of the

implementation, we have further refined our methodologies to ensure we deliver complete, consistent

and comparable emissions reporting that is calculated in accordance with the GHG Protocol. As a result,

we have made restatements to our prior year and baseline emissions across all scopes and categories to

ensure a consistent methodology is applied. Future year disclosures will align to our updated methodology

ensuring comparability with future disclosures. The most significant restatement is our Category 1 –

Purchased Goods and Services due to an increase in supplier-specific emissions data via our new platform

and access to more up-to-date industry-specific emissions factors from the CEDA database.

Quilter’s operational greenhouse gas emissions

Quilter plc Annual Report 2025

The responsible investment and climate

change sections from pages 26 to 37

constitute Quilter’s non-financial and

sustainability information statement which

complies with sections 414CA and 414CB

oftheCompanies Act 2006.

The table below sets out where to find more

information on specific matters relevant to

these requirements within this section and

elsewhere in our Annual Report. The

information listed isincorporated by

cross-reference as follows:

Non-ﬁnancial and sustainability

information statement

Reporting requirement

Page number(s)

Anti-bribery and

corruption

Business model 12 and 13

Climate-related financial

disclosures (covering

s414CB(2A)(a)-(h))

27 to 36

Colleagues 17 and 20 to 25

Environmental matters 26 to 36

Human rights 25

Non-financial KPIs 15

Principal risks 46 to 47

Social matters 18

We provide colleagues with guidance on managing

gifts and hospitality, including requirements for

recording and approval. Compliance with these

standards is monitored by our Risk function.

The central Financial Crime function at Quilter,

ledby the Money Laundering Reporting Officer

(“MLRO”), oversees the reporting and

management of any irregularities. This structure

ensures accountability and effective oversight

offinancial crime risk. In addition, our dedicated

Financial Crime Investigations team conducts

investigations into any material incidents.

Data privacy and IT security

The collection and use of customers’ and advisers’

personal data is governed by our Privacy Policy

and supporting standards and overseen by a

Group Data Protection Officer (“GDPO”) with the

support of formal committees. The Board

oversees Quilter’s technology strategy, including

our approach to information and data security.

Atan executive management level, the Group

Chief Operating Officer is responsible for the

Technology strategy and is supported by the

Group Chief Information Officer and their team,

with input from the GDPO and Data Guardians

embedded in our businesses.

All colleagues are required to complete mandatory

training on data privacy and IT security.

Tax

We are committed to full compliance with our

taxobligations, paying the right amount of tax

atthe right time. We have zero tolerance for tax

evasion and we do not promote tax avoidance

oraggressive tax planning arrangements to

ourcustomers or to other parties. Our Tax Risk

Policy sets out high-level requirements to

ensurethat tax calculations and filings comply

with all applicable tax law and are prepared

onatimely basis.

Financial crime, anti-bribery

and corruption

As an FCA regulated financial services firm, we

recognise the inherent risk of being targeted

forfinancial crime, including money laundering,

terrorist/proliferation financing, tax evasion

andfraud. We also acknowledge the potential

exposure to bribery and corruption, which could

lead to financial loss, regulatory sanctions, and

reputational damage.

Quilter operates a zero tolerance approach to

financial crime. To support this commitment,

wemaintain a robust framework underpinned

bythe following policies:

1. Anti-Money Laundering and Counter Terrorist

Financing Policy;

2. Anti-Bribery and Corruption Policy;

3. Fraud Prevention Policy; and

4. Sanctions Policy.

These policies are reviewed annually to ensure

they remain aligned with our risk appetite, current

legislation and regulatory requirements.

All colleagues complete mandatory training to

reinforce their responsibilities in preventing

financial crime, as well as in identifying and

reporting suspicious activity.

Our Anti-Bribery and Corruption Policy, consistent

with the UK Bribery Act 2010, defines bribery and

sets clear expectations. Quilter conducts its

business lawfully and ethically and will not tolerate:

– the giving or receiving of improper financial or

other inducements in commercial dealings; or

– any practice that could be perceived as

improperly influencing an individual’s

professional or public duties.

Customer Policy

Quilter’s Customer Policy sets out our

commitment to delivering good outcomes for

customers by ensuring our products and services

are designed, distributed and supported to meet

customer needs and offer good value.

The Policy brings together our approach to

customer and product governance, aligning with

regulatory requirements including the FCA’s

Consumer Duty. It ensures that all communications

are clear and accessible, and that customers,

particularly those in vulnerable situations, receive

the support they need when they need it.

Working with suppliers

Our Third Party Risk Management Policy outlines

the requirements for procurement, outsourcing

and supplier management. Our Supplier Code

ofConduct applies to all suppliers and their

sub-contractors, setting out minimum standards

we expect our suppliers to adhere to when doing

business with Quilter.

These standards cover areas such as legal and

compliance, ethical behaviour, conflicts of interest,

anti-bribery and corruption, brands, intellectual

property, data protection, labour standards,

LivingWage, discrimination, health and safety and

environmental management. We also expect our

suppliers to promote these standards in their own

supply chainwhere practical.

With supply chains becoming more complex and

suppliers playing an increasingly important role

across the industry, to support the delivery of

services, we continue to enhance our supplier

duediligence, monitoring and oversight to ensure

there is early sight and action taken on any potential

risks that could impact service to customers.

Being a responsible business

Governance Report Other information

Quilter plc Annual Report 2025

Financial statementsStrategic Report

Financial review

Mark Satchel

Chief Financial Officer

Review of financial performance

Overview

The Group delivered an adjusted profit before tax

of £207 million for the year, representing an

increase of 6% compared to the prior year (2024:

£196 million). This was primarily driven by higher

net management fees, supported by an increase

in reported average AuMA to £128.6 billion (2024:

£113.2 billion) and strong core net inflows of

£9.1billion. The positive momentum was partially

offset by expected margin attrition and ongoing

investment in the business, partly mitigated by

cost efficiencies delivered through the

Simplification programme.

The Group’s IFRS profit after tax was £120 million,

compared to a loss of £34 million in the prior year.

In 2024 the Group recognised a provision for

customer remediation of £76 million with a

subsequent reduction in 2025 to reflect updated

experience to date resulting in a £20 million credit.

The 2024 loss also included timing differences in

policyholder tax expenses.

Following a capital review undertaken by the

Board, the Group is returning up to £100 million

toshareholders by way of a Share Buyback

Programme (the “Programme”). This Programme

isanticipated to becompleted by the end of 2026.

As a result, theGroup’s pro forma solvency

ratiodecreased 19 percentage points to 200%

(2024: 219%).

The Group’s IFRS net assets increased to

£1.5billion (2024: £1.4 billion) largely reflecting

theIFRS profit in the year, partially offset by the

dividends paid during 2025. Total IFRS assets

forthe Group, which includes the policyholder

assets of the Group’s life company, increased by

23% during the year due tofavourable market

movements and net inflows. Due to the unit-linked

nature of the Group’s business there is a

corresponding increase in the Group’s IFRS total

liabilities which also increased by 23% in the year.

Alternative performance measures (“APMs”)

We assess our financial performance using a variety of measures including APMs, as explained further

on pages 185 to 186. In the headings and tables presented, these measures are indicated with an

asterisk: *.

Key financial highlights

Quilter highlights 2025 2024

Assets and flows – core business

AuMA* (£bn) 138.3 116.3

Gross flows* (£bn) 20.0 16.0

Net inflows* (£bn) 9.1 5.2

Net inflows/opening AuMA* 8% 5%

Productivity: Quilter channel gross sales per Quilter Adviser* (£m)

3.4 3.2

Asset retention* 91% 90%

Assets and flows – reported

AuMA* (£bn) 141.2 119.4

Gross flows* (£bn) 20.1 16.0

Net inflows* (£bn) 8.7 4.8

Net inflows/opening AuMA* 7% 4%

Profit and loss

IFRS profit/(loss) before tax attributable to shareholder returns (£m) 163 (60)

IFRS profit/(loss) after tax (£m) 120 (34)

Adjusted profit before tax* (£m) 207 196

Operating margin* 30% 29%

Revenue margin* (bps) 42 44

Return on equity* 10.8% 10.0%

Adjusted diluted earnings per share* (pence) 11.0 10.6

Recommended total dividend per share (pence) 6.3 5.9

Basic earnings per share (pence) 8.9 (2.5)

Non-financial

Total Restricted Financial Planners (“RFPs”) in both segments

1,453 1,440

Discretionary Investment Managers in High Net Worth segment

182 176

Quilter channel gross sales per Quilter Adviser is a measure of the value created by our Quilter distribution channel.

Closing headcount as at 31 December.

Quilter plc Annual Report 2025

Flow performance

In the core business, gross flows increased 25% to £20.0 billion (2024: £16.0 billion), primarily due

tohigher IFA channel activity on the Platform. This growth was driven by both an expanding advised

platform market and increased market share among IFA firms. Net inflows in the core business

increased 75% to £9.1 billion (2024: £5.2 billion), reflecting improved macro conditions and investor

confidence, coupled with the positive impact of our distribution strategies which led to growth in

marketshare. Productivity, representing Quilter channel gross sales per Quilter Adviser, increased

by6%to £3.4million (2024: £3.2 million).

Within the Affluent segment:

– Quilter channel: Gross flows of £4.4 billion increased by 8% (2024: £4.1 billion), with net inflows

increasing 22% to £2.8 billion (2024: £2.3 billion). This growth underscores the ongoing strength of

ourdistribution capabilities within our Advice business, highlighting our ability to attract and retain

customer assets. Net inflows as a percentage of opening AuMA for the Quilter channel of 15%

increased 2 percentage points (2024: 13%).

– IFA channel: Gross flows of £12.3 billion onto the Quilter Platform increased by 40% (2024: £8.8 billion).

Net inflows of £5.8 billion were significantly higher than the prior year (2024: £3.0 billion) reflecting

both the breadth and strength of our proposition and distribution, which led to an increased market

share of new business as we continued to win assets from competitor platforms. Based on the latest

Fundscape data (Q3 2025), the Platform continues to maintain the leading share of gross and net

inflows against our retail advised platform peers. Net inflows as a percentage of opening AuMA for

theIFA channel onto the Platform were 9% (2024: 5%).

– Funds via third-party platforms reported net outflows of £132 million, compared to £400 million of

netoutflows in the previous year.

– Asset retention of 90% for the Affluent segment improved by a percentage point from the prior year

(2024: 89%).

High Net Worth segment gross flows of £3.0 billion were marginally below the prior year (2024: £3.1

billion). Net inflows increased by 15% to £0.7 billion (2024: £0.6 billion), primarily as a result of strong net

inflows in the IFA and direct channel and the loss of a large value low margin account in the prior year.

Asset retention of 92% for the High Net Worth segment was 1 percentage point ahead of the prior year

(2024: 91%).

AuMA*

The Group’s core business closing AuMA of £138.3 billion was 19% ahead of the opening position

(2024: £116.3 billion), reflecting positive market movements of £12.9 billion and net inflows of £9.1 billion.

The Affluent core segment AuMA increased by 22% to £107.6 billion (2024: £88.5 billion), of which £36.9

billion is managed by Quilter, versus the opening position of £29.5 billion. The High Net Worth segment

AuM of £32.5 billion increased by 10% from the opening position of £29.5 billion, with all assets

managed by Quilter.

In total, £69.0 billion, representing 50% of core business AuMA, is managed by Quilter across the Group

(2024: £58.5 billion, 50%).

Total net revenue, revenue margin and average AuMA*

Total net revenue (£m), revenue

margin (bps) and average AuMA (£bn)

2025 2024

Net

revenue*

Revenue

margin*

Average

AuMA*

Net

revenue*

Revenue

margin*

Average

AuMA*

Affluent Administered 216 23 93.8 196 25 79.8

Affluent Managed 119 35 34.4 108 36 29.6

Quilter Cheviot 203 67 30.5 198 70 28.3

Net management fees*

538 42 128.6

502 44 113.2

Other revenue* 100 97

Investment revenue* 63 71

Total net revenue* 701 670

Net management fee includes the interest earned on customer holdings in Quilter Cheviot and Quilter Investment Platform.

Average AuMA for the Group includes the elimination of the intra-group assets. This is excluded from the total average AuMA to

ensure no double count takes place.

Net management fee and revenue margin:

– Quilter plc total net management fees increased by 7% to £538 million (2024: £502 million) as a

consequence of higher average AuMA of £128.6 billion, up £15.4 billion against the prior year

(2024:£113.2 billion). Interest margin included within net management fees, earned on customer

cashbalances, was £30 million (2024: £31 million). The Group’s revenue margin of 42 bps was 2 bps

lower than the prior year (2024: 44 bps).

– Affluent Administered net management fees increased by 10% to £216 million (2024: £196 million).

Thisprimarily reflects higher average AuMA of 18%, partially offset by lower revenue margin of 23 bps

(2024: 25 bps) due to the impact from our tiered pricing structure, consistent with our expectations.

Net management fees include interest margin earned on customer cash balances of £18 million

(2024:£19 million).

– Affluent Managed net management fees increased by 10% to £119 million (2024: £108 million), driven

mainly by higher average AuMA. This was partially offset by a 1 bp reduction in the revenue margin

to35 bps (2024: 36 bps), attributable to the continued net outflows from the Cirilium Active range,

ourhighest revenue-margin proposition, as advisers increasingly continue to favour Managed Portfolio

Services (“MPS”) for their customers. Based on the latest NextWealth December 2025 report,

WealthSelect remains the largest MPS offering in the industry as at Q3 2025, and continues to

demonstrate strong growth, with AuMA of £25.4 billion as at 31 December 2025 (2024: £18.4 billion).

– High Net Worth net management fees increased by 3% to £203 million (2024: £198 million), due to

higher average AuM, partially offset by changes to some of our fee structures and the mix of assets,

with the revenue margin of 67 bps reducing by 3 bps (2024: 70 bps). Net management fees include

interest margin earned on customer cash balances of £12 million (2024: £12 million).

Financial review continued

Governance Report Other information

Quilter plc Annual Report 2025

Financial statementsStrategic Report

Other revenue:

– Other revenue of £100 million, which mainly comprises of our share of income from providing advice

within Quilter Financial Planning and Quilter Cheviot Financial Planning, was 3% higher than the prior

year (2024: £97 million).

Investment revenue:

– Investment revenue, predominantly interest income generated on shareholder cash and capital

resources of £63 million (2024: £71 million) reflects the reduction in interest rates experienced during

2025.

Operating expenses*

Operating expenses increased by 4% to £494 million (2024: £474 million). This increase largely reflects

the combination of planned business investment, inflationary impacts including higher National

Insurance costs and higher FSCS levies, partially offset by continued sustainable cost savings delivered

through the Simplification programme.

Operating expenses (£m)

2025 2024

Operating

expenses

As a

percentage

of revenues

Operating

expenses

As a

percentage

of revenues

Support staff costs 111 110

Operations 18 20

Technology 34 31

Property 28 28

Other base costs

29 33

Sub-total base costs 220 31% 222 33%

Revenue-generating staff base costs 110 16% 101 15%

Variable staff compensation 88 12% 82 12%

Other variable costs

55 8% 51 8%

Sub-total variable costs 253 36% 234 35%

Regulatory/Insurance costs 21 3% 18 3%

Operating expenses* 494 70% 474 71%

Other base costs includes depreciation and amortisation, audit fees, shareholder costs, changes in customer redress provisions and

listed Group and governance costs.

Other variable costs includes FNZ costs, development spend, marketing, brand and corporate functions variable costs.

At the 2023 half year results, we set a target to deliver £50 million of annualised run rate savings from

Phase II of the Simplification programme by the end of 2025. At 31 December 2025, the programme

achieved this target, delivering a total run rate saving of £52 million, with £17 million realised during

2025. The savings were primarily achieved through the continued rationalisation of the Group’s

technology and property estate, operational and IT efficiencies arising from investment in Advice

technology, and lower functional support costs as we continued to simplify our governance and internal

administration processes. As a result, base costs reduced both in absolute terms and as a proportion

ofrevenues, representing 31% of revenue in 2025 (2024: 33%).

Revenue-generating staff base costs increased by 9% to £110 million (2024: £101 million) and remains

ata comparable proportion of revenues as we continue to invest in our customer-facing people and

proposition across our business segments to drive growth.

Variable staff compensation of £88 million (2024: £82 million) increased by 7% due to National Insurance

changes and improved business performance. Other variable costs of £55 million (2024: £51 million)

includes our brand investment in the second half of the year and an increase in Platform costs owing

tothe significant growth in Platform average AuMA.

Regulatory and insurance costs increased by 17% to £21 million (2024: £18 million) largely reflecting

increases to the FSCS levy during the first half of the year.

Adjusted profit before tax*

Adjusted profit before tax increased by 6% to £207 million (2024: £196 million), reflecting the combined

impacts of the revenue and expense items outlined above. The Group’s operating margin improved to

30%, representing a 1 percentage point increase compared to the prior year (2024: 29%).

Adjusted diluted earnings per share increased 4% to 11.0 pence (2024: 10.6 pence).

Financial review continued

Quilter plc Annual Report 2025

Taxation

The effective tax rate (“ETR”) on adjusted profit before tax was 25.6% (2024: 24.4%). The Group’s ETR is

broadly in line with the UK headline corporation tax rate of 25% and there are no material movements

for the year. The Group’s ETR is dependent on a number of factors, including tax rates on profits in

jurisdiction outside the UK and the value of non-deductible expenses or non-taxable income.

The Group’s IFRS income tax expense was a charge of £204 million for the year ended 31 December

2025, compared to a charge of £69 million for the prior year. The income tax expense or credit can vary

significantly year-on-year as a result of market volatility and the impact that market movements have

onpolicyholder tax. The recognition of the income received from policyholders to fund the policyholder

tax liability (which is included within the Group’s IFRS revenue) has historically been volatile due to

timingdifferences between the recognition of policy deductions and credits and the corresponding

policyholder tax expense, resulting in the need for significant adjustments to the adjusted profit to

remove these distortions. The Group made refinements to its unit pricing policy at the end of 2024

which, as expected, reduced the volatility in these timing differences in 2025. See note 7(b)(vii) to the

consolidated financial statements.

Reconciliation of adjusted profit before tax* to IFRS result

Adjusted profit before tax represents the Group’s IFRS result, adjusted for specific items that

management considers to be outside of the Group’s normal operations or one-off in nature, as detailed

in note 7(a) in the consolidated financial statements. The exclusion of certain adjusting items may result

in adjusted profit before tax being materially higher or lower than the IFRS profit or loss after tax.

Adjusted profit before tax does not provide a complete picture of the Group’s financial performance,

which is disclosed in the IFRS consolidated statement of comprehensive income but is instead intended

to provide additional comparability and understanding of the financial results.

Reconciliation of adjusted profit before tax to IFRS profit/(loss) after tax (£m) 2025 2024

Affluent 169 148

High Net Worth 47 48

Head Office (9) –

Adjusted profit before tax* 207 196

Adjusting items:

Impact of acquisition and disposal-related accounting (17) (40)

Business transformation costs (31) (26)

Skilled Person Review – (10)

Customer remediation exercise 20 (76)

Other customer remediation – 3

Exchange rate movement (ZAR/GBP) – 1

Policyholder tax adjustments 2 (90)

Finance costs (18) (18)

Total adjusting items before tax (44) (256)

Profit/(loss) before tax attributable to shareholder returns 163 (60)

Tax attributable to policyholder returns 161 95

Income tax expense (204) (69)

IFRS profit/(loss) after tax 120 (34)

The impact of acquisition and disposal-related accounting costs of £17 million (2024: £40 million)

includes amortisation of acquired intangible assets and acquired adviser schemes. During the year the

intangible asset related to the Group’s original acquisition of Quilter Cheviot became fully amortised,

which has reduced the overall amortisation charge.

Business transformation costs of £31 million were incurred in 2025 (2024: £26 million), which reflects

thedelivery of Simplification programme initiatives. During 2025, the Group achieved its target to

deliver£50million of annualised cost savings as part of the Business Simplification programme. As at

31December 2025, £52 million of annual run-rate savings were delivered over the lifetime of the current

Simplification programme. Further modest implementation costs are expected during 2026 to complete

the Advice and Wealth Transformation Programmes and the final closure costs for Business Simplification.

Financial review continued

Governance Report Other information

Quilter plc Annual Report 2025

Financial statementsStrategic Report

For 2025, a customer remediation credit has been recognised of £20 million (2024: cost of £76 million).

The current year credit represents a £22 million reduction in the customer remediation exercise

provision due to changes made to reflect current expected experience, partially offset by a cost of

£2million for the unwinding of discounting. The assumptions used to determine the value of the

customer remediation provision include the proportion of customers within the scope of the review

andthe interest rates on redress payable which are aligned to the updated Financial Ombudsmen

Service policy. Both of these have resulted in a decrease of the total amount of costs that are anticipated

to be incurred as part of the customer remediation exercise. The unwinding of discounting reflects the

passage of time since 31 December 2024 when calculating the present value of future costs for the

purposes of determining the value of the provision as at 31 December 2025. See note 30 in the

consolidated financial statements. Charges and credits relating to the customer remediation exercise

are excluded from adjusted profit as management considers the exercise to be outside of the Group’s

normal operations and one-off in nature.

During 2025, there was no income or cost recognised (2024: £1 million income) due to foreign exchange

movements on cash held in South African Rand in preparation for payments of dividends to

shareholders. Cash was converted to South African Rand upon announcement of the dividend

payments to provide an economic hedge for the Group. The foreign exchange movements in 2024 were

fully offset by an equal amount taken directly to retained earnings.

For 2025, the total amount of policyholder tax adjustments to adjusted profit is a charge of £2 million

(2024: £90 million credit). Adjustments to policyholder tax are made to remove distortions due to the

recognition of the income received from policyholders to fund the policyholder tax liability (which is

included within the Group’s income) which may vary in timing to the recognition of the corresponding

tax expense, creating volatility in the Group’s IFRS profit or loss before tax. The Group made changes

tothe unit pricing policy relating to policyholder tax charges in 2024. As expected, this has significantly

reduced the volatility in these timing differences, and in turn, the value of the policyholder tax

adjustments in 2025.

Review of financial position

Capital and liquidity

Solvency II

The Solvency II figures for the year to 31 December 2025 in this section of the financial review are

prepared on a pro forma basis and have not been audited. The pro forma solvency position presented

below is after allowing for the impacts of the profits for the year to 31 December 2025, the foreseeable

dividend payment of £58 million and the Share Buyback Programme of £100 million.

The Group’s solvency surplus is £846 million at 31 December 2025 (31 December 2024: £851 million),

representing a solvency ratio of 200% (31 December 2024: 219%).

Group Solvency II capital (£m)

31 December

2025

31 December

2024

Own funds 1,689 1,566

Solvency capital requirement (“SCR”) 843 715

Solvency II surplus 846 851

Solvency II coverage ratio 200% 219%

Based on preliminary estimates including the impact of the profits for the year and the impact of the Share Buyback Programme.

As reported in the Group Solvency and Financial Condition Report for the year ended 31 December 2024.

The Group solvency ratio has reduced primarily due to the Share Buyback Programme, dividend

payment and the negative impact of market variances, partly offset by the net profit in the year. The

Group solvency surplus amount has remained broadly stable as the increase in own funds

approximately matches the increase in solvency capital requirement.

The Group’s own funds include the Quilter plc issued subordinated debt security which qualifies as capital

under the UK Solvency II rules. The composition of own funds by tier is presented in the table below.

Group own funds (£m)

31 December

2025

31 December

2024

Tier 1

1,486 1,366

Tier 2

203 200

Total Group Solvency II own funds 1,689 1,566

All Tier 1 capital is unrestricted for tiering purposes.

Comprises a UK Solvency II compliant subordinated debt security in the form of a Tier 2 bond, which was issued at £200 million in

January 2023.

The Group SCR is covered by Tier 1 capital, which represents 176% of the Group SCR of £843 million.

Tier 2 capital represents 24% of the Group solvency surplus.

Financial review continued

Quilter plc Annual Report 2025

Final Dividend

The Quilter Board recommended a Final Dividend of 4.3 pence per share at a total cost of £58 million.

Subject to shareholder approval at the 2026 Annual General Meeting, the recommended Final Dividend

will be paid on Monday 18 May 2026 to shareholders on the UK and South African share registers on

Friday 17 April 2026 (the “Record Date”). For shareholders on our South African share register, a Final

Dividend of 94.67035 South African cents per share will be paid, using an exchange rate of 22.01636.

The proposed Final Dividend takes the total dividend in respect of 2025 to 6.3 pence per share, which

isequivalent to a pay-out ratio of 60%.

Holding company cash

The available holding company cash statement includes cash flows generated by the three main holding

companies within the business: Quilter plc, Quilter Holdings Limited and Quilter UK Holding Limited.

Theflows associated with these companies will differ markedly from those disclosed in the statutory

statement of cash flows, which comprises flows from the entire Quilter plc Group including policyholder

movements.

Holding company cash (£m) 2025 2024

Opening cash at holding companies at 1 January 462 349

Dividends paid (84) (73)

Net capital movements (84) (73)

Head Office costs and Business transformation funding (30) (34)

Net interest received 6 18

Finance costs (17) (17)

Net operational movements (41) (33)

Cash remittances from subsidiaries 204 325

Capital contributions, loan repayments and investments (112) (102)

Other net movements - (4)

Internal capital and strategic investments 92 219

Closing cash at holding companies at the end of the year 429 462

Net capital movements

Net capital movements in the year totalled an outflow of £84 million, which relates exclusively to

dividend payments made to shareholders.

Net operational movements

Net operational movements were an outflow of £41 million for the year, which includes £30 million of

corporate and transformation costs, finance costs of £17 million relating to coupon payments on the

Tier 2 bonds and non-utilisation fees for the revolving credit facility, and £6 million of net interest income

received on money market funds, Group loans and cash holdings.

Internal capital and strategic investments

The net inflow of £92 million is principally due to £204 million of cash remittances from subsidiaries,

partially offset by £112 million of capital contributions to cover the potential customer remediation

exercise across the Quilter Financial Planning network of Appointed Representative firms, support

business operations and further investment in the underlying business through acquisitions made.

Capital contributions also include contributions made to the Employee Benefit Trust of £19 million

(2024:£12 million) to fund current and anticipated share based payment awards.

Capital Return and Distribution Policy

Following a capital review undertaken by the Board, the Group is returning up to £100 million to

shareholders by way of a Share Buyback Programme (the “Programme”). This Programme is expected

tocommence assoon as practicable and is expected to complete by the end of 2026. The surplus

capital identified forthe Programme is considered by the Board to exceed that required to manage

thebusiness once regulatory capital requirements, liquidity risk management requirements, and future

investment in the business for the foreseeable future (including modest inorganic acquisitions) is taken

into consideration. Ongoing consideration of the capital position of the Group, including the speed and

quantum of acquisition activity and further capital support, will continue to be assessed.

The Board also adopted a new Distribution Policy. From 2026 onwards, the Board intends to distribute

approximately 70% of post-tax, post-interest adjusted profit to shareholders. Within this, the Board

expects modest annual growth in the amount of the ordinary dividend payable in cash, with the

remainder of the distribution implemented through annual share buyback programmes to be

announced each year alongside the Full Year Results. This is expected to lead to progressive growth in

the dividend per share, supported by a lower number of shares in issue as a consequence of the share

buyback programmes. The Interim Dividend in each year will, in normal circumstances, be set at one

third of the previous year’s total dividend.

Summary

Quilter has benefitted from another year of consistent financial performance. The Group has continued

to grow market share, and net inflows reached record levels during the year. Revenues have increased

and disciplined cost management has delivered a 30% operating margin. The balance sheet strength

has allowed the announcement of up to £100 million being returned to shareholders by way of a Share

Buyback Programme. We have enhanced anticipated regular returns to shareholders through

implementing a new Distribution Policy of 70% of post-tax, post interest adjusted profit through a

combination of ordinary dividends and regular ongoing share buybacks.

Mark Satchel

Chief Financial Officer

Financial review continued

Governance Report Other information

Quilter plc Annual Report 2025

Financial statementsStrategic Report

Risk review

Introduction

The effective management of risk, in line with

riskappetite, remains key to the safe delivery

ofQuilter’s strategic priorities.

Quilter links risk management to performance,

aswell as to the Group’s remuneration and reward

schemes. An open and transparent working

environment which encourages employees to

embrace risk management and speak up where

needed, is critical to the achievement of the

Group’s objectives.

Quilter’s Group Governance Manual supports the

maintenance of the system of internal control by

setting out the Group’s approach to governance.

The Board Audit Committee and Board Risk

Committee have a joint responsibility for reviewing

and monitoring the effectiveness of Quilter’s

internal control framework.

Throughout the year we have progressed

preparations for the implementation of Provision

29 of the UK Corporate Governance Code 2024.

This relates to the effectiveness of material risk

controls. The new requirements become effective

for financial years beginning 1 January 2026 and will

be reported on in full in the Board Risk Committee

Report within next year’s Annual Report.

Risk Management Framework

Quilter’s Risk Management Framework is designed

to provide a qualitative and quantitative approach

to the understanding and management of risks.

The framework supports the evaluation and

management of business opportunities,

uncertainties, and threats in a structured and

disciplined manner.

Oversight

Quilter uses a “three lines of defence” model.

Underthis model the second line Risk function,

andthird line Internal Audit function, oversee the

application of risk management across the Group.

Responsibilities and accountabilities for the

management of risk are defined across the three

lines of defence. This ensures effective independent

oversight and assurance in respect ofkey decisions.

Insight

Quilter uses research, external benchmarking and

learnings from industry forums, as well as key risk

indicators and risk data, to understand trends in

risk exposures. These inform timely management

action to manage risk exposures in line with risk

appetite. Stress and scenario testing is performed

to assess potential plausible but severe events,

inorder to assess Quilter’s resilience and to test

contingency plans.

Harm

Systems and controls

Communication, education, training and guidance

Culture

Harm to customer Harm to firm Harm to market

Insight

(Management

Information and

Analytics)

Oversight

(Governance)

Past

(Incidents)

Boards and

Committees

Present

(Risk profile)

Future

(Predictor events)

Roles and

Delegated

Authority

Policies

Risk

identification

Risk

appetite

Risk

analysis

Assess

controls

Additional

actions

Reporting

Risk

management

methodology

Quilter plc Annual Report 2025

Risk review continued

Assess controls

The design adequacy and operating effectiveness

of controls is assessed through RCSAs. These are

subject to review and challenge by the second line

Risk function and are facilitated through the risk

management system.

Additional actions

Where there are differences between the residual

level of risk (after controls) and risk appetite and

itis not possible to further mitigate the risk,

appropriate action is taken to either accept,

transfer, or avoid the risk, or the risk appetite

willbe reassessed if appropriate. Remedial action

tracking is facilitated and monitored through the

risk management system and is subject to

regularmonitoring.

Reporting

Quilter’s management risk committees consider

risk matters relevant to their business area and

escalate as required to the Quilter Group

Executive Risk Management Committee (“ERMC”),

with onward escalation, as appropriate, to the

Board Risk Committee and to the Board. The

ERMC receives reporting from across the three

lines of defence. The ERMC is the most senior

executive committee responsible for reviewing

and monitoring the risk profile of the Group.

Thisincludes coverage of all Level 1 and Level 2

risks and any other material risks to which Quilter

is exposed. The ERMC reviews and recommends

the proposed risk appetite to the Board Risk

Committee. The Board is responsible for

approving the Enterprise Risk Management

Framework, and for setting risk appetite. The

Board receives regular information on the Group

risk profile and has ultimate responsibility for

riskappetite and capital plans.

Risk management methodology

Risk identification

Risk identification is carried out throughout the

business, through the maintenance and regular

review of risk and control self-assessments

(“RCSA”). Risk identification is also conducted

tosupport changes to the business, changes

tothe operating model, the introduction of new

products or services, or following significant

internal or external events.

Risk appetite

Risk appetite statements define the amount of

riskthat the Board is willing to accept across risk

categories. High level risk appetite statements

areset against Quilter’s Level 1 risk categories

(seetable on the right) and are supported by more

granular appetite statements and measures linked

to Level 2 risk categories. Quilter’s position relative

to risk appetite is measured on a regular basis

through the monitoring of key indicators and

management information reported to the Board.

The risk appetite statements and key risk

indicators were reviewed and refreshed during

2025. The Board expects management to maintain

controls to ensure that risk exposures remain

within appetite, or, where indicators show Quilter

is outside of risk appetite, to put in place actions

toreduce risk exposure to acceptable levels.

Risk analysis

All material risks are assessed to consider their

likelihood of occurrence and potential impact on

Quilter’s business. This includes the assessment

and quantification of potential harms to

customers, the firm or the market. This analysis

informs Quilter’s capital and liquidity requirements

through the Internal Capital Adequacy and Risk

Assessment (“ICARA”) and Own Risk and Solvency

Assessment (“ORSA”). Quilter performs a range

ofplausible but severe stress tests and scenarios,

including market and idiosyncratic stresses and

operational risk scenarios.

Business strategy

andperformance

We aim to ensure the business pursues sustainable and responsible

growth and profitability in line with strategic priorities to enhance

shareholder value.

Business operation

We aim to maintain an appropriately controlled and resilient operating

environment, both internally and through our critical outsourced service

providers, which is proportionate to the nature, scale and complexity

ofour business to ensure good customer outcomes.

Technology and

security

We aim to manage the availability, integrity, functionality and security

ofour critical business processes, supporting systems and data, both

internally and where managed by third parties. We acknowledge that

moderately disruptive business or technology/security events will occur

but aim to minimise their impact within pre-agreed thresholds designed

to protect our customers.

Customer and

product proposition

We aim to avoid foreseeable harm to customers, reputational issues

andfinancial loss through ensuring that products and services are

appropriately designed and maintained. We ensure that our advice

proposition and the way that products and services are distributed is

aligned to their target market, suitable to customer needs and delivers

good customer outcomes.

Regulatory, tax

andlegal

We aim to maintain appropriate relationships with our regulators,

comply with all relevant rules and legislation, and adopt a proportionate

approach to the interpretation of rules and guidance that reflects the

intent of the rules and protects against foreseeable harm to customers,

the firm and the wider market.

People

We aim to attract and retain sufficient competent and diverse resource

which is aligned to the business strategy. We aim to foster a positive

high-performance and open culture where staff feel supported and

ableto speak up.

Risk appetite statements

Governance Report Other information

Quilter plc Annual Report 2025

Financial statementsStrategic Report

Risk trend key

Stable

Decreasing

Increasing

Risk review continued

During 2025, the Board Risk Committee has overseen the Group’s risk profile, focusing on the Level 1 risk categories, which describe the principal areas of risk exposure for Quilter. The table

below sets out Quilter’s principal risks and uncertainties, including Executive Committee member ownership and key mitigants being implemented by management. The risk trend noted is

the overall residual risk trend (after the application of controls) over the year.

Principal risk Principal risk description

Primary

riskowner Risk mitigation activities Risk trend

Business

strategy and

performance

Quilter’s principal revenue streams are related to the value of AuMA and, as such, Quilter

is exposed to the condition of global economic markets. Whilst global markets posted

strong gains during 2025, geopolitical and macroeconomic risks remain elevated. These

risks could negatively impact the global economy, affecting investment performance.

Quilter is also exposed to revenue margin pressure driven by changing investment

preferences and market dynamics. This risk is managed through actions to drive growth

in net flows and AuMA, the launch of new customer propositions and business

simplification and efficiency. These actions aim to grow Quilter’s revenues whilst

managing Quilter’s expenses.

Quilter has also continued its transformation journey during 2025, through initiatives

relating to Quilter’s strategic priorities to grow distribution, enhance propositions and

be future fit.

Chief Financial

Officer

Mitigation in 2025

– Strategic alignment and organisational simplification to drive operating

efficiencies.

– Continuation of Wealth and Advice transformation programmes.

Planned and ongoing activity

– Activities to support adviser and investment manager recruitment and

retention.

– Ongoing management and delivery of business transformation

programmes.

– Continued focus on developing Quilter’s direct to customer strategy.

Business

operation

The provision of services to customers is dependent upon effective operational

systems, processes and third-party suppliers, competent staff resources and complete

and accurate data. Any failure to maintain these elements could adversely affect

customer outcomes.

Quilter relies on third-party service providers for several Important Business Services.

The successful delivery of strategic and regulatory change projects also depends, in

part, on third-party providers delivering effectively. Ineffective third-party relationships

could disrupt the provision of services to customers or impact the delivery of change

initiatives.

Inadequate or poorly managed data could impair Quilter’s ability to deliver effective

customer services and limit the organisation’s ability to fully leverage AI opportunities.

Chief Operating

Officer

Mitigation in 2025

– Continued enhancement of Quilter’s operational environment,

supported by a review of vulnerabilities, impact tolerances and

indicators in relation to Important Business Services.

– Ongoing business simplification activity.

Planned and ongoing activity

– Ongoing focus on third-party risk management activities.

– Continuous improvement with regard to business resilience.

– Enhancement of Quilter’s data governance framework to support

ongoing compliance, innovation and strategic insight.

Technology

and security

A stable, reliable, and up-to-date technology environment underpins the delivery of

Quilter’s services to customers and advisers and ensures that Quilter has technical

resilience proportionate to its risk appetite.

Disruption to the stability and availability of Quilter’s technology, or that of third-party

service providers, could result in damaging service outages and a potential breach of

impact tolerances for Quilter’s Important Business Services. Moreover, the risk of an

information security incident is a constant and evolving risk which has the potential

toimpact Quilter’s reputation, regulatory standing and the services it provides to

customers.

Chief Operating

Officer

Mitigation in 2025

– Completion of infrastructure refresh programme and decommission of

data centres.

– Completion of the cyber security improvement plan.

Planned and ongoing activity

– Continuous technology improvements following the recent

modernisation to ensure it remains secure and functional.

– Embedding of the continuous security testing programme.

– Continuous improvement of the supplier assurance approach to

ensure technology and security controls remain within appetite.

Principal risks and uncertainties

Quilter plc Annual Report 2025

Principal risk Principal risk description

Primary

riskowner Risk mitigation activities Risk trend

Customer

and product

proposition

Quilter’s purpose is underpinned by its suite of product propositions, which drive good

customer outcomes, and processes in place to ensure that the risk of foreseeable harm

is identified and mitigated.

The delivery of quality advice coupled with a consistently high level of adviser conduct

and competency is essential. A lack of robust oversight by Quilter could lead to delayed

identification of unsuitable advice or products resulting in poor outcomes for

customers. As such, Quilter continually looks to improve its control environment in

relation to the oversight of advice and remains focused on ensuring that products and

services are designed and maintained in line with the Consumer Duty.

Chief

Distribution

Officer

Mitigation in 2025

– Launch of new investment propositions in QC and QI to provide

additional choice aligned to customers’ risk appetites.

– Enhancements to the CashHub proposition, including the ability

forcustomers to benefit from increased FSCS protection.

Planned and ongoing activity

– Quilter’s new Chief Customer Officer joined in January 2026 to own

and enhance the focus on good customer outcomes.

– Launch of the Quilter Smoothed Funds, in partnership with Standard

Life, for customers planning for, and in, retirement.

– Preparation for the new Targeted Support regime in 2026.

– Continued strengthening of financial advice processes and supporting

controls.

Regulatory,

tax and legal

Quilter is subject to conduct and prudential regulation in the UK, provided by the FCA

andPRA, and by local regulators in the other jurisdictions in which the Group operates.

This includes regulation concerning the prevention of financial crime and market abuse.

Quilter is also subject to the privacy regulations enforced by the Information

Commissioner’s Office and international equivalents.

Quilter faces risks associated with compliance with these regulations, and changes to

regulation or regulatory focus in the markets in which Quilter operates and other

statutory requirements. Failure to effectively manage compliance with regulatory, tax or

legal requirements effectively could result in censure, fines or prohibitions which could

impact business performance and reputation.

Chief Risk

Officer

Mitigation in 2025

– Continued design and implementation of control enhancements to

address areas of heightened risk identified during the Skilled Person

Review process and other self-identified areas.

– Enhancements to financial crime controls, including strengthened

name screening and transaction monitoring.

Planned and ongoing activity

– Delivery of the Ongoing Advice Review remediation programme.

– Identification and assessment of material controls across the Group

tomeet UK Corporate Governance Code 2024 requirements.

– Ongoing proactive engagement with regulators and horizon scanning

to understand and prepare for changes to regulation.

– Continued strengthening of the financial crime control environment.

People

Quilter relies on its talent to deliver service to customers and to progress strategic

initiatives. Quilter’s talent pool is key to the ongoing progress of the Company by having

a diverse range of staff and views that will provide the senior management of the future.

We seek to proactively identify talent gaps to support the future capabilities required to

implement Quilter’s strategy and have updated the related risk appetite to help drive a

high-performance culture.

Ensuring that staff and management stand behind Quilter’s values which underpin the

culture of the firm is fundamental to a proactive, risk aware firm which values its people

and the need to uphold its regulatory obligations.

Quilter promotes a culture in which colleagues are encouraged to raise concerns

confidentially about any potential misconduct.

Chief People

Officer

Mitigation in 2025

– Strategic workforce planning and recruitment, including AI and digital

capabilities to drive innovation.

– Culture programme activity.

Planned and ongoing activity

– Ongoing diversity, equity and inclusion and wellbeing initiatives.

– Ongoing talent management and succession programme.

– Ongoing regular employee engagement surveys.

– Ongoing all-employee conferences.

Risk review continued

Governance Report Other information

Quilter plc Annual Report 2025

Financial statementsStrategic Report

Risk review continued

Geopolitical

landscape

Conflicts and political

instability impact

market risk,

customer sentiment

and strategic

direction

Geopolitical tensions, including the Russia–Ukraine war, conflict and instability in

the Middle East and ongoing strategic competition between the US and China,

continue to disrupt global markets and supply chains. These factors could

influence customer circumstances and investment behaviour.

Additionally, the industry’s reliance on globalised supply chains may give rise to

more idiosyncratic risks, for instance, reliance on US-based cloud providers

creates indirect exposure to US political and economic developments. Regulatory

changes, trade restrictions, or policy shifts could also affect service continuity

and costs, reinforcing the need for strong contingency planning and

diversification.

Advice

evolution

The advice market

is changing rapidly

as demographic

and technological

trends reshape

customer

expectations

Digital-first solutions and socially responsible investments remain in high

demand, driving appetite for accessible, technology-enabled propositions among

Quilter’s target customers.

Access to simple, standardised advice is becoming easier through online

platforms and social media channels. While these offerings are not suitable for

complex financial planning, they build early-stage relationships, creating a risk

that customers remain within these ecosystems rather than seek traditional

advice providers when more sophisticated advice is needed. Technology

advancements are accelerating this shift, presenting both opportunities and

competitive threats for Quilter.

Disruptive

competition

New players in the

competitive

landscape increase

margin pressure

Rising demand for digital and hybrid propositions, alongside regulatory initiatives

such as the Advice Guidance Boundary Review, may allow fintech providers and

other financial institutions with established, trusted customer relationships, to

enter an already highly competitive advice market.

AI innovation, whilst offering advantages to incumbent market participants, could

also lead to AI-driven financial advice solutions, which may disrupt existing advice

and wealth management models.

This increased competition could erode Quilter’s market share and intensify fee

pressure across the value chain.

Emerging

technologies

Technology

advancements

creating risks and

opportunities

Rapid advances in AI and digital technologies are transforming financial services

operations, offering significant opportunities for efficiency, personalisation and

enhanced customer experience. These developments also introduce new risks

including those related to data privacy, bias, and operational resilience. The sector’s

increasing dependence on cloud infrastructure to support these technologies adds

concentration risk, as providers face challenges scaling data centre capacity to meet

growing demand. This dependency underscores the importance of strong

third-party oversight and resilience planning. Quilter must continue to invest in

innovation, governance, and regulatory readiness to harness the benefits of

emerging technologies while mitigating systemic and operational risks.

Political and tax

environment

Changes to tax

policy which have

been announced

but not yet enacted

could impact

financial advice

processes

andcustomer

behaviour

Changes to the political and tax environment threaten to disrupt traditional

products and financial planning methods. This risk is driven by the UK fiscal deficit

and the resulting policy and tax changes announced in the recent UK Autumn

Budget. For example, from April 2027 most unused UK pension funds and pension

death benefits will be brought into the deceased’s estate for inheritance tax

purposes. This could increase the complexity of financial planning and advice and

could encourage the spending or gifting of wealth prior to death.

Impacts on advice processes and customer behaviour could present both

opportunities and threats to Quilter.

Evolving cyber

threats

Advancements in

malicious attempts

to access, damage

or disrupt networks

Cyber risk is expected to continue to evolve and escalate as adversaries exploit

emerging technological advancements to increase the scale and sophistication of

attacks. The widespread availability of advanced tools continues to lower the

barriers to entry for criminal cyber activity. The ongoing rapid evolution of AI is

amplifying the complexity and speed of attacks, including deepfakes and

automated exploitation.

Further progress in quantum computing poses a long-term challenge to current

encryption standards.

Quilter must continue to monitor developments and evolve controls to protect

systems and customer data.

Emerging risks

Within Quilter, risks which are less certain in terms of timescales and impacts are assessed and monitored. The emerging risk profile is subject to regular review by executive committees and the Board.

Theidentification of these risks contributes to Quilter’s stress and scenario testing, feeding into the strategic planning process. The table below sets out the most significant emerging risks to Quilter.

Quilter plc Annual Report 2025

Going concern and viability statement

Inparticular, the Business Plan includes a range

ofdownside and upside sensitivities that consider

variances inequity and bond values and net flows

which wouldimpact the Group’s forecast AuMA,

revenueand profitability.

The first year of the Business Plan has the greatest

certainty and is used to set detailed budgets

across the Group. Although three years is regarded

as an appropriate period for the assessment of the

Group’s viability, the Board alsoregularly considers

other strategic matters that may affect the

longer-term prospects of theGroup. This includes

an assessment of the principal risks and

uncertainties facing theGroup in the longer term,

as well as emerging risks such as cyber threats,

disruptive competition and emerging technologies.

The Board’s longer-term view is thatthe Group will

continue to grow as a wealth manager, serving

customers throughout the accumulation and

decumulation phases of their lives.

The Board’s assessment of the Group’s viability

included reviews of capital and liquidity, as well

asan assessment of the principal risks over the

three-year planning period. The majority of the

Group’s revenue is correlated to the Group’s

AuMA, which can move materially when there is

significant volatility in global financial markets. The

Board’s assessment also considered the potential

financial impact of the customer remediation

exercise provision following the completion of

theSkilled Person Review. Further information

onthe customer remediation exercise provision

and remaining related uncertainties are contained

in note 30 to the Group’s financial statements.

The ORSA and ICARA processes include an

assessment of a range of stresses and scenarios.

In all the severe but plausible adverse stresses

tested, the Group had sufficient capital and

liquidity after allowing for management actions.

This demonstrates the Group’s resilience to

adverse conditions. The management actions

assumed included the suspension of dividend

payments in the most extreme stresses, deferral

of strategic initiatives and reduction of costs

through lowervariable compensation and

discretionary spend, and a recruitment freeze.

Reverse stress tests have been performed to

identify idiosyncratic and market events which

would make the current Business Plan unviable.

The results indicate that these are extreme events

which would beexpected to occur less frequently

than once inevery 200 years. Therefore, the

Group can reasonably expect tohave sufficient

capital andliquidity to be able tomeet its liabilities

overthe planning period.

Quilter has a documented recovery plan which

sets out the management actions and recovery

options available to manage the impacts of

severestresses.

The Board regularly monitors performance

against a range of predefined key indicators and

early warning thresholds, which would identify

ifdevelopments fall outside of the Group’s risk

appetite or expectations, allowing timely

management action to be taken.

The Strategic Report, on pages 1 to 49, sets

outthe Group’s financial performance, business

environment, outlook and financial management

strategies. Details of the Group’s principal risks

and Risk Management Framework are set out

onpages 44 to 48.

Conclusion on viability

Having given due consideration to the Group’s

current capital and trading position, principal risks

and the three-year Business Plan, as well as the

impact of the current economic climate, the Board

has a reasonable expectation that the Company

and the Group can continue in operation and

meet their liabilities as they fall due over the

period to 31December 2028.

This Strategic Report was approved by the

Board on 4 March 2026.

Ruth Markland

Chair

On behalf of the Board

Going concern

The Directors have considered the resilience

ofthe Group, taking into account its current

financial position, the principal risks facing the

business and the effectiveness of the mitigating

strategies which are or will be applied. As a result,

the Directors believe that the Group is well placed

tomanage its business risks in the context of

thecurrent economic outlook and has sufficient

financial resources to continue inbusiness for

aperiod of at least 12 months from the date

ofapproval of these consolidated financial

statements. For this reason, the Directors

continue to adopt thegoing concern basis in

preparing the consolidated financial statements.

Viability statement

In accordance with provision 31 of the UK

Corporate Governance Code 2024, the Directors

have assessed the prospects of the Group for

aperiod longer than the 12 months required

inthegoing concern statement.

Quilter’s Risk Appetite Framework supports the

delivery of Quilter’s strategy and Business Plan

with risk appetite playing a central role in

decision-making across the Group.

Every year, the Board considers the longer-term

viability of the Group by reviewing and approving

the three-year Business Plan, the Own Risk and

Solvency Assessment (“ORSA”) and the Internal

Capital Adequacy and Risk Assessment (“ICARA”)

for theGroup. The Business Plan makes certain

key assumptions in respect of thecompetitive

markets and the economic andpolitical

environments in which the Group operates, the

level of support provided to companies within the

Group and the impact of keystrategic initiatives.

This year, the Business Plan assumptions have

been set with due consideration of the prevailing

economic and geopolitical climate, and the risks

and challenges this presents to the Group.

Governance Report Other information

Quilter plc Annual Report 2025

Financial statementsStrategic Report

Governance

Report

51 Chair’s governance overview

52 Operating within a robust governance framework

53 Board of Directors

56 Governance at a glance

57 Principal decisions of the Board in 2025

63 Board Corporate Governance and

Nominations Committee Report

70 Board Audit Committee Report

77 Board Risk Committee Report

82 Remuneration Report

82 – Board Remuneration Committee Report

87 – At a glance – 2025 remuneration

88 – Directors’ Remuneration Policy (summary)

92 – Annual Report on Remuneration

103 – At a glance – implementation of the Policy in 2026

106 Directors’ Report

Quilter Nations Series

We were excited to support a series that reflects

ourvalues and commitment to making a positive

impact. Our rugby sponsorship was more than just

aname – it was a partnership built on shared values.

Readmoreonpage7.

Quilter plc Annual Report 2025

Chair’s governance overview

Dear shareholder

As Chair of the Board, I am pleased to introduce

the Governance Report for 2025. The Board plays

an active role in shaping Quilter’s long-term

success by determining its strategic priorities and

providing rigorous oversight and constructive

challenge to management on the delivery of these

priorities. A summary of the key decisions taken

bythe Board during the year in support of the

Group’s strategy can be found on pages 57 to 62.

Throughout the year, the Board ensured that

stakeholder interests remained central to its

decision-making. It maintains various mechanisms

to stay informed of stakeholder impacts and

views, including regular updates from

management, insights from our Workforce

Engagement Director, and direct engagement at

Board level with a range of stakeholder groups.

Further details on our stakeholder engagement

activities are provided on pages 16 to 19.

Orderly succession planning remained a priority

in2025 for both the Board and executive

management. As part of this, we welcomed

Andrew Ross to the Board as a Non-executive

Director on 1 January 2026. Further details on

Andrew’s appointment, broader Board

composition considerations, and our Board and

executive management diversity statistics can

befound in the Board Corporate Governance

andNominations Committee Report. We also

transitioned the Board Remuneration Committee

Chair role from Neeta Atkar to Chris Hill, and the

Board Audit Committee Chair role from George

Reid to Alison Morris. Following an orderly

handover to Alison, George, who has served just

over nine years on the Board, has decided not

toseek re-election by shareholders and will retire

from the Board at the conclusion of the 2026

Annual General Meeting (“AGM”). I would like

tothank George for his dedicated service to the

Board, including his leadership as Chair of the

Board Audit Committee.

In terms of executive succession, the Board

approved the appointment of our new Chief Risk

Officer, who joined in March 2026. The Board also

endorsed the appointments of the new Chief

Executive Officer of our High Net Worth business

and the Chief Customer Officer, a newly created

role. Further details on these changes can be

found on page 5, and additional information

onBoard and executive succession planning is

available on pages 64 to 66.

The Board undertook an externally facilitated

Board Performance Review in 2025. This review

confirmed the Board and its Committees continue

to operate effectively, while also identifying

opportunities to further enhance our ways of

working. An overview of the process and

outcomes is provided on page 69.

Finally, I would like to express my gratitude to my

fellow Directors and to all Quilter colleagues for

their dedication and efforts in delivering our

achievements in 2025, and to our stakeholders for

the continued support they have shown to Quilter.

Ruth Markland

Chair

Ruth Markland

Chair

UKCorporateGovernanceCode2024

(the“Code”)

Quilter is subject to the Code and complied

withall relevant and applicable provisions

during the year.

This Governance Report describes how we

haveapplied the Code. You can read about

howthe Board has assessed and confirmed the

independence of Non-executive Directors who

have served on the Board for more than nine

years on pages 56 and 65.

Details of our corporate governance framework

are available on page 52 and on our website at

plc.quilter.com. The Code is publicly available

at www.frc.org.uk.

DisclosureGuidanceand

TransparencyRules(“DTRs”)

By virtue of the information included in this

Governance Report including our Directors’

Report (pages 50 to 109) we comply with the

corporate governance statement requirements

of the FCA’s DTRs.

JohannesburgStockExchange(the“JSE”)

Quilter has a secondary listing on the JSE and

ispermitted by the JSE listing requirements to

follow the corporate governance practices of

our primary listing market, London. Quilter is,

however, mindful of the provisions of the King IV

Governance principles and the expectations

ofour South African shareholders.

Corporate governance compliance statement

 UKCorporateGovernanceCode2024

Moreinformation

Boardleadershipand

companypurpose

Long-term value and sustainability 1 to 49

Culture 20 and 62

Shareholder engagement 16 and 19

Other stakeholder engagement 17 to 19

Oversight of Board level conflicts

of interest 66

Divisionofresponsibilities

Role of the Chair 53

Division of responsibilities on the

Board 52 and 53

Assessment of Non-executive

Director role 53 and 64 to 65

Assessment of independence on

the Board 56 and 64 to 65

Composition,successionand

evaluation

Board performance 69

Board and executive succession

planning 64 to 66

Audit,riskandinternalcontrol

Integrity of financial statements 70 to 76

Fair, balanced and understandable 72

Internal controls and risk

management 73 to 74 and 78 to 81

Assessment of external auditors 76

Principal and emerging risks

(Riskreview) 44 to 48

Going concern and viability

statement 49

Remuneration

Policy, practices and alignment

with purpose, values and long-

term strategy 82 to 105

Independent judgement and

discretion 82 to 86

Strategic Report Other information

Quilter plc Annual Report 2025

Financial statementsGovernance Report

Operating within a robust governance framework

– Reviews the Group’s accounting policies and

thecontents of financial statements.

– Considers the adequacy, scope of work and

resourcing of the external and internal auditors.

– Oversees the relationship with our external

auditors.

– Monitors the effectiveness of internal

financialcontrols.

– Reviews the whistleblowing procedures.

– Oversees the Group’s TCFD reporting.

– Reviews the composition of the Board and

recommends the appointment of new Directors.

– Considers succession plans for the Chair and

other Board positions.

– Considers succession plans for key executive

leadership positions and ensures a robust

recruitment framework.

– Monitors the corporate governance standards

andpractices in place.

– Oversees the Board Performance Review.

– Sets the overarching principles and parameters

of remuneration policy across Quilter.

– Considers and approves remuneration

arrangements for Executive Directors, senior

executives and the Company Chair.

– Considers the impact of risk matters on

remuneration.

– Approves individual remuneration awards.

– Agrees changes to senior executive incentive

plans.

– Oversees risk strategy.

– Recommends the total level of risk Quilter

isprepared to take (risk appetite).

– Monitors the Group’s risk profile.

– Assesses the top and emerging risks.

– Monitors and reviews the internal control

framework.

– Oversees the effectiveness of the Risk and

Compliance function.

A summary of the matters that are reserved for the Board’s decision can be found at plc.quilter.com and includes:

The Board is the decision-making body for all matters of such importance as to be of significance to Quilter as a whole because of their strategic, financial or reputational implications or consequences.

The Group Executive Committee members report to the ChiefExecutive Officer for their respective areas ofresponsibility and delivery of the Business Plan and Operating Plan.

Where appropriate, members of the Group Executive Committee choose to discharge their responsibilities via managementcommittees.

Key management committees

Chief Executive Officer

Group Executive Committee

The Board

The Quilter Board has delegated the day-to-day running of the Group to the Chief Executive Officer. The Chief Executive Officer and Chief Financial Officer (ExecutiveDirectors) make and implement operational decisions

tomanagethe Quilter business. To discharge his responsibilities, the Chief Executive Officer is supported by the Group Executive Committee.

The key management committees oversee specific areas of responsibility such as the Group’s risk management, operations, customers and colleagues.

Board Audit Committee

Board Corporate Governance

and Nominations Committee

Board Remuneration Committee Board Risk Committee

– Board appointments;

– Quilter’s strategy;

– Financial statements;

– Capital expenditure;

– Any major acquisitions, mergers or disposals; and

– The appointment and removal of the Company Secretary.

Quilter plc Annual Report 2025

The Quilter Board comprises the

Chair, the Senior Independent

Director, Chief Executive Officer,

Chief Financial Officer and

independent Non-executive

Directors.

The Chair is accountable to shareholders for

leading the Board and ensuring the Board

receives timely and accurate information to take

good decisions for the benefit of all stakeholders.

The Chair was independent on appointment.

The Senior Independent Director supports the

Chair on all governance issues and provides

acommunication channel between the Chair

andNon-executive Directors.

The Non-executive Directors support and

constructively challenge the executive team

within a spirit of partnership and mutual

respect. All the Non-executive Directors are

considered to be independent.

All Directors are subject to re-election annually

by shareholders at the Company’s Annual

General Meeting. The skills and experience and

how our Directors contribute to the long-term

sustainable success of the Company are set out

in their biographies on the following pages.

Board changes

Andrew Ross, who brings deep experience

in wealth and asset management having

spent his career in the investment industry,

joined the Board in January 2026.

Having served for nine years, George Reid

has decided not to seek re-election at the

2026 AGM and will be stepping down from

the Board at the end of that meeting. You

can read more about Board succession on

pages 56 and 64 to 66.

Executive Directors

Appointed

– May 2022: Appointed as Chair

– June 2018: Joined the Board

Committeememberships

– Board Corporate Governance and Nominations

Committee (Chair)

– Board Remuneration Committee

Skillsandexperience

Ruth, a former solicitor and previously Managing

Partner of Freshfields Bruckhaus Deringer’s Asia

business, has a wealth of FTSE 100 board experience.

She spent over ten years on the boards of Standard

Chartered plc and The Sage Group plc, where she

served as Senior Independent Director and Chair

oftheremuneration committees. Ruth was also an

independent Non-executive Director of Deloitte LLP

forfive years until May 2020 and a member of the

supervisory board of Arcadis NV until April 2021. Ruth

became Chair of the Quilter Board in May 2022. Her

extensive experience in senior board roles and deep

understanding of governance equip her to effectively

lead the Board.

Externalappointments

None.

Appointed

November 2022

Skillsandexperience

Steven has deep industry knowledge, having worked in

various asset management, investments, platform and

distribution roles in his career. He joined the Group in

1998, the Executive Committee in 2011 and the Board

in November 2022 when he was appointed as Chief

Executive Officer. Steven has played a leading role in

delivering several high-profile strategic initiatives for

the Group, including the implementation of Quilter’s

investment platform and the development of Quilter’s

proposition. Steven’s broad industry and leadership

experience allows him to effectively drive strategic

delivery. In 2022, he became Chair of The Quilter

Foundation, a charity that supports brighter financial

futures for every generation.

Externalappointments

Member of the Investment Association Advisory

Council and the FCA Practitioner Panel and Director

ofThe Platforms Association.

Appointed

March 2019

Skillsandexperience

Mark brings deep finance, corporate and business

experience to the Board. He joined Old Mutual in

theUK in January 2000 and held several leadership

positions within the finance function and businesses,

during which time he played key roles in the

acquisitions of Quilter Financial Planning and Quilter

Cheviot. This experience has been invaluable in

ensuring that Quilter effectively executes its strategy,

including leading successful business disposals.

Markjoined the Quilter Board as Chief Financial Officer

in March 2019, having served as Corporate Finance

Director from August 2017 to March 2019. Mark is

qualified as a Chartered Accountant in South Africa and

worked for KPMG in both South Africa and Canada prior

to moving to the UK.

Externalappointment

Trustee of The Grey Foundation in the UK.

Executive Directors

Steven Levin

Chief Executive Officer

Mark Satchel

Chief Financial Officer

Chair

Ruth Markland

Chair

Board of Directors

Strategic Report Other information

Quilter plc Annual Report 2025

Financial statementsGovernance Report

Board of Directors continued

Non-executive Directors

Appointed

August 2022

Committeememberships

– Board Risk Committee (Chair)

– Board Audit Committee

– Board Corporate Governance and Nominations

Committee

– Board Remuneration Committee

Skillsandexperience

Neeta has extensive experience in the financial services

industry, having worked initially at the Bank of England

and subsequently the Financial Services Authority before

taking on various senior risk roles in organisations

including Lloyds Banking Group and, latterly, TSB Bank as

Chief Risk Officer. Neeta has broad experience of chairing

risk committees, gained previously at Yorkshire Building

Society and British Business Bank plc and currently at

Nomura Europe Holdings plc. This experience, together

with her deep understanding of customers, risk,

regulation and remuneration, enables Neeta to make

significant contributions to the Board. In September

2024, Neeta became Senior Independent Director.

External appointment

Non-executive Director of Nomura Europe Holdings plc.

Appointed

March 2024

Committeememberships

– Board Remuneration Committee (Chair)

– Board Audit Committee

– Board Corporate Governance and Nominations

Committee

Skillsandexperience

Chris has considerable financial expertise and

knowledge of the wealth management industry.

Hehasextensive experience across a range of

sectorsincluding serving as Chief Executive Officer

atHargreaves Lansdown plc, Chief Financial Officer

atIGGroup Holdings plc, and Chief Financial Officer

atTravelex. His experience of large-scale business

operations and driving business performance enables

Chris to add further depth to Board discussions and

help Quilter deliver its strategic goals. His experience

asa Chief Executive Officer in the wealth management

sector enables him to provide deep regulatory and

industry insight into remuneration matters. Chris was

appointed as Quilter’s Workforce Engagement Director

in September 2024 and Chair of the Board

Remuneration Committee on 1 October 2025.

Externalappointments

Trustee of the Just Finance Foundation, Non-executive

Director of JPMorgan Asset Management (UK) Limited

and JPMorgan Asset Management International Limited

and adviser to Boston Consulting Group.

Appointed

December 2016

Committeemembership

– Board Risk Committee

Skillsandexperience

Moira has extensive technology and cyber security

leadership experience, having spent much of her

executive career working in senior technology roles

atMorgan Stanley and Merrill Lynch, latterly executing

global change management and transformative IT

implementation as Co-Chief Information Officer for

Global Technology and Data at Morgan Stanley. Moira

previously served as a Non-executive Director of Citrix

Systems Inc and Elliot Opportunity II. Her experience,

gained as both an executive and a non-executive,

together with her understanding of business

operations, operational resilience, data management

and supplier oversight, equips her to oversee and

challenge the design and delivery of Quilter’s

technology and operations strategies.

Externalappointments

Non-executive Director of Arch Capital Group Ltd and

Euroclear UK & International Limited and member of

the board of governors at FINRA.

Neeta Atkar CBE

Senior Independent Director

Appointed

September 2024

Committeememberships

– Board Audit Committee (Chair)

– Board Corporate Governance and Nominations

Committee

– Board Remuneration Committee

– Board Risk Committee

Skillsandexperience

Alison is a Chartered Accountant and brings a wealth

ofrecent and relevant experience of the financial

services sector. She has detailed and specialist

knowledge of accounting and auditing practices having

been a partner in PwC’s financial services audit practice

from 1994 until the end of 2019. During her tenure at

PwC, Alison held several leadership roles. In her

non-executive career, Alison has extensive experience

of chairing audit committees and serving on risk

committees offinancial services organisations including

Paragon Banking Group PLC, Sabre Insurance Group plc

and, formerly, M&G Group Limited. Alison’s deep

financial expertise and audit experience in the financial

services sector enables her to make a significant

contribution tothe Quilter Board. Having served on the

Committee since appointment, Alison was appointed

Chair of the Board Audit Committee on 1 October 2025.

Externalappointments

Senior Independent Director of Paragon Banking Group

PLC and Non-executive Director of Sabre Insurance

Group plc.

Chris Hill

Independent Non-executive Director

Moira Kilcoyne

Independent Non-executive Director

Alison Morris

Independent Non-executive Director

Quilter plc Annual Report 2025

Board of Directors continued

Appointed

Februar y 2017

Committeememberships

– Board Audit Committee

– Board Risk Committee

Skillsandexperience

George has extensive financial expertise having spent

over 20 years in the accounting profession, including

lengthy tenures at PwC, and, latterly, Ernst & Young LLP

as managing partner and Head of Financial Services for

Scotland and UK regions. This experience provides

George with a deep understanding of, and the ability to

critically assess, key accounting, financial reporting and

audit matters, and the control environment required

for a wealth management business. George is a Fellow

of the Institute of Chartered Accountants in England

and Wales.

Externalappointment

Chair of FIL Life Insurance Limited.

George Reid

Independent Non-executive Director

Appointed

January 2026

Skillsandexperience

Andrew brings deep experience in wealth and asset

management, having spent his career in the investment

industry. He began his career as a private client

investment manager at James Capel and progressed to

senior leadership roles including Chief Executive Officer

at HSBC Asset Management (Europe) Limited and

Cazenove Capital Management, and Global Head of

Wealth Management at Schroders. After stepping down

from his executive career in 2019, Andrew was Chair

ofWitan Investment Trust PLC for four years until its

merger with Alliance Trust PLC in 2024, then serving as

Deputy Chair of the merged entity, Alliance Witan PLC.

Andrew’s deep industry knowledge and board-level

experience in the wealth management sector enables

him to provide valuable insight and strategic

perspective to the Quilter Board. Andrew is also Chair

of Quilter Cheviot Limited, Quilter’s discretionary fund

management and financial planning business.

Externalappointment

Non-executive Director of Polar Capital Holdings PLC

and Cadogan Settled Estates Limited.

Appointed

July 2021

Committeemembership

– Board Risk Committee

Skillsandexperience

As an experienced Chair and Non-executive Director,

Chris’ expertise in the financial services industry

enables him to challenge, advise, and support Quilter’s

management team on a wide range of business,

investment, distribution, finance, and operational

matters. As Chief Executive of Ignis Asset Management,

Chris led the successful transformation, and then sale,

of the business. Chris also held other board-level

executive positions at several asset management

businesses including Gartmore Investment

Management, Hill Samuel Asset Management and

Cambridge Place Investment Management. Prior to that

he worked at Prudential-Bache Securities and KPMG,

where he qualified as a Chartered Accountant. Chris’

previous non-executive experience includes roles as

Chair of BlackRock Throgmorton Trust plc and JP

Morgan Japanese Investment Trust plc and as a

Director of Alliance Trust plc, Sarasin & Partners LLP

and UIL Limited.

Externalappointments

Chair of Scottish Mortgage Investment Trust PLC and

Non-executive Director of Oakley Capital Investments

Limited.

Appointed

August 2022

Skillsandexperience

Clare joined Quilter in October 2017 as Deputy

Company Secretary and was promoted to Company

Secretary in August 2022. Clare was a key member

ofthe team that prepared Quilter for its Listing on

theLondon and Johannesburg Stock Exchanges in

June2018 and since then she has led the Corporate

Secretariat team and overseen the implementation

ofCorporate Actions, including the Return of Capital,

the Share Buyback Programme and the Odd-lot Offer.

Clare has extensive experience in the financial services

industry having gained board corporate governance,

transactional and shareholder relations experience

atHammerson plc, Legal & General Group Plc and

Barclays PLC, where she was Director and Head of

theirSecretarial Services team. Clare is an experienced

Chartered Secretary and Fellow of the Corporate

Governance Institute.

Andrew Ross

Independent Non-executive Director

Chris Samuel

Independent Non-executive Director

Non-executive Directors Company Secretary

Clare Barrett

Company Secretary

Strategic Report Other information

Quilter plc Annual Report 2025

Financial statementsGovernance Report

Governance at a glance

Board meeting attendance

during2025

LengthoftenureforChairand

Non-executiveDirectors

2025 2024

0-3 years

3-6 years

6-9 years

9+ years

Industryknowledgeandexperience

2025

Accounting and finance

Financial services

Investment and asset

management

Legal, governance and risk

Operations and technology

Wealth distribution

Figures represent number of Board members with

relevant experience.

Scheduled

Board

meetings

Adhoc

Board

meetings

Chair

Ruth Markland 7/7 3/3

ExecutiveDirectors

Steven Levin 7/7 3/3

Mark Satchel 7/7 3/3

IndependentNon-executiveDirectors

Neeta Atkar CBE

6/7 3/3

Chris Hill 7/7 3/3

Moira Kilcoyne 7/7 3/3

Alison Morris 7/7 3/3

George Reid 7/7 3/3

Chris Samuel 7/7 3/3

Neeta Atkar was unable to attend one meeting due to family

illness. She reviewed the Board papers and provided

comments to the Chair in advance of the meeting.

In addition to the meetings reported above, sufficient

timewasprovided, periodically, for the Chair to meet

privatelywith the Senior Independent Director and the

Non-executive Directors.

2025 2024

Strategy and delivery of strategy

Business performance oversight

Risk management and governance

Stakeholder management

Genderidentity

NumberofBoardmembers(%)

Numberofseniorpositions

ontheBoard(%)

Ethnicbackground

NumberofBoardmembers(%)

As at 31December 2025.

Chair, Chief Executive Officer, Chief Financial Officer

or Senior Independent Director.

Board activity

Board composition

Board skills and experience

45%

25%

15%

2025

38%

24%

20%

18%

2024

44%

Female

56%

Male

50%

Female

50%

Male

11%

Asian/Asian British

89%

White British or other

White (including

minority-white groups)

Governance in Action Spotlight: Board tenure and succession

In accordance with the UK Corporate Governance Code 2024 (the “Code”), Quilter places strong

emphasis on ensuring that the Board maintains a significant overall level of independence. Particular

attention is paid to the continued independence ofNon-executive Directors once they have served

more than six years on the Board, with enhanced scrutiny for those whose tenure exceeds nine years.

Following the refresh of the Board over the past few years, of the seven Non-executive Directors

currently serving (not including the Board Chair), three have served for less than three years and a

further two for less than six. Of the remaining two, George Reid has indicated that he will not stand for

re-election at the 2026 AGM, while Moira Kilcoyne, at the request of the Board, will stand for re-election.

In 2025, the Board gave specific consideration to Moira’s tenure as she had completed her third

three-year term on the Board. In doing so, the Board discussed the overall balance of tenure among the

Non-executive Directors, and recognised the importance of maintaining a broad spread of tenure to

support continuity and effective challenge. Theassessment consisted of two components.

Strategicrationale

First, the Board reviewed the Board Skills and

Experience Matrix and discussed the critical role

that Moira plays in constructively challenging

management on technology strategy, operations,

data and change. Her deep knowledge and broad

expertise in these areas have been instrumental

in enabling the Board to oversee effectively

Quilter’s major transformation programmes,

which are of strategic importance to the Group.

The Board’s assessment is that her continued

input remains in the best interests of Quilter and

its stakeholders, given her detailed understanding

of the evolution of our IT estate and architecture,

and her knowledge from inception of the

significant transformation programmes currently

underway. These include the enhancements to

the technology we provide to advisers and the

ongoing implementation of improved systems and

controls in our contact centre. Moira’s extensive

experience in overseeing major change initiatives

enables rigorous scrutiny of these programmes,

and theBoard concluded that retaining her

knowledge and expertise on the Board at this time

is in the best interests of Quilter’s shareholders

and other stakeholders.

You can read more about how we are ensuring

thebusiness is future fit on pages 10 and 57.

Independence

Second, in light of the Board’s consideration of the

strategic importance of Moira’s continued tenure,

the Board conducted an enhanced assessment

ofher independence. It considered any factors

that could impair, or appear to impair, her

independence. Thisincluded a review of Moira’s

ability to challenge management objectively, her

significant contributions to Board deliberations,

and her compliance with all other independence

criteria set out in the Code. Feedback from prior

Board Effectiveness Reviews, input from

management, and an assessment of her external

commitments further supported the Board’s

conclusion that Moira continues to demonstrate

independence of character and judgment and

thatshe remains an independent Director for

thepurposes of the Code.

Outcome

The Board concluded that it is critical at this time

for Moira to continue to serve on the Board, given

herdeep knowledge and understanding of the

Group’s strategic transformation projects as they

enter pivotal phases. Moira’s appointment and

independence will remain subject to annual

review. In the meantime, to support orderly

succession, the Chair has commenced a search for

an additional Board member with deep expertise

in technology strategy, including data, digital,

operations and transformation.

Quilter plc Annual Report 2025

Principal decisions of the Board in 2025

As Quilter invests in the evolution of our business, the Board has played an important role in reviewing and developing our strategy and holding management

to account to rigorously test and challenge decisions with a focus on continuing to oversee the execution of our strategy for the long-term, sustainable success

for our stakeholders. InJanuary, the Board approved the evolution of our three strategic priorities: Grow distribution, Enhancing propositions and Be future fit.

Given our belief in the importance of advice, and the need to

move the UK to being a nation of investors, the Board approved

continuing investment in our financial planning business.

Ten firms are now part of our Quilter Partners model enabling

advisers to access our investment propositions and platform,

whilst retaining their entrepreneurial drive as an owner-

operated business.

The Board held an informal deep dive on Quilter’s Adviser

Academy and was briefed on the progress made in growing the

Academy. This year, 124 advisers graduated from the Academy

and are now working with customers in a range of advisory

roles. Our Adviser Academy is proud of the diversity of our

recruits who bring skills and experience from their varied

backgrounds.

The Board has welcomed the progress being made by the

transformation of our wealth management business, where

work to simplify the customer journey and modernise customer

touch points is progressing. In addition, the acquisition of

GillenMarkets, an established investment advisory firm,

completed in January 2026 having achieved regulatory approval

in late 2025.

The Board was apprised on the progress being made to

modernise and automate the control environment in our

financial planning business which will help advisers support

their customers more efficiently and effectively and support

further enhancements in adviser productivity. This is a

multi-year programme and will continue to be an important

area of strategic focus in 2026.

During the year, the Board oversaw enhancements in our

customer products, with our flagship investment portfolios,

WealthSelect, now available on other investment platforms.

Assets under management in WealthSelect reached £20bn,

anew milestone for Quilter. Fund and advice referrals are also

increasing from the small digital direct to consumer business,

NuWealth Limited, which we bought in 2024. In the year,

NuWealth was rebranded to Quilter Invest. The investment in

Quilter Invest supports the acceleration of Quilter’s digital and

people capability and offers a new distribution channel to our

advisers. CashHub MultiBank was launched in the first half of

the year. Following detailed planning, our teams worked in

partnership with Standard Life to successfully launch three

newQuilter Smoothed Funds tailored to different risk profiles.

In Quilter Cheviot, our Climate Assets fund was repositioned

asthe Sustainable Opportunity Fund, and was awarded an SDR

label to reflect its credentials in the responsible investing market.

The Board has been supportive of proposals made by

management to undertake modest inorganic acquisitions

andinvestments in certain advice firms.

Management continues to focus on how Quilter can support

customers and the opportunities for the business from the

Advice Guidance Boundary Review and the Targeted Support

model. The Board discussed how Quilter should respond to

these important industry changes in how advice is provided and

ensure our business model evolves to help new customers find

ways to access advice and be guided on the investment solutions

that are most appropriate to them and their risk appetite.

Led by our Chief Financial Officer, the business has a strong

track record of delivering year-on-year cost savings. In 2025, the

Board oversaw tight cost discipline, alongside considering and

approving significant strategic investment in both technology

and our people.

Progress has been made on the work to continue to modernise

support for customers and manage costs through the

introduction of new technology and enhancements in how we

manage data. The Board is clear that there is more to do in this

evolving area and is committed to further investment in 2026 in

the opportunities that AI may present, whilst being mindful of

the necessary discipline and governance required in the use of

AI to manage the business in a responsible way. The Board was

briefed on the appointment ofa new strategic partner, Aveni,

who will helpus to do this in respect of the provision offinancial

advice. You can read more about our progress in the Chief

Executive Officer’s Review on pages 3 to 5.

The strides we have made to develop our people and how this

contributes to a high performance culture is set out on pages

20 to 25.

The Board discussed our strategic ambition to serve our

customers and make Quilter even more customer centric.

Aspart of this focus, the Board agreed that it was important

tofurther enhance the Executive team with the appointment

ofa new Executive Committee role who would bring an external

lens to the opportunities the Board had identified. To this end,

a Chief Customer Officer role was created, and Jo Harris was

appointed to the role, joining Quilter in January 2026.

The investment in our business and our people also included

the launch of our brand campaign which brings our purpose

toa wider audience.

1. Grow distribution 2. Enhancingpropositions 3. Be future fit

Strategic Report Other information

Quilter plc Annual Report 2025

Financial statementsGovernance Report

Principal decisions of the Board in 2025 continued

Report Key areas of discussion and activity Outcomes

Business

performance

oversight

Chief Executive

Officer’s report

Through these reports, the Chief Executive Officer provided his perspective

onthe performance of the business and the opportunities and threats posed

bychanges in the internal and external environment. He briefed the Board on

progress against our strategic priorities, competitor activity and market

conditions. He discussed with the Board and sought its guidance on key matters

inrelation to regulatory developments, public policy, the brand and material

changes to his Group Executive Committee, including the appointment of a

ChiefCustomer Officer.

The Chief Executive Officer apprised the Board of progress against the 2025

Business Plan and the activity underpinning its delivery.

– Monitored the progress being made on the development of the Strategic

Advice Technology programme.

– Approved the strategic direction for our underlying businesses, including

Quilter Invest.

– Approved the proposed approach to remediation for ongoing advice

evidencing, including scrutinising the underlying assumptions and impacts

forthe accounting provision and subsequently the remediation programme,

and the provision as set out in our full year and half year accounts.

– Endorsed the appointment of a new Chief Customer Officer who joined

Quilter on 1 January 2026. This role will enhance how we look at customers

and understand their needs.

– Monitored the delivery of the 2025 Business Plan and scrutinised

theunderpinning Operating Plan and successor reporting.

Business reviews The Board received and discussed “deep dives” from senior leaders on business

strategy and performance.

– Reviewed the progress made on Wealth Management Transformation in

ourHigh Net Worth segment following approval from the FCA for a change

inregulatory permissions enabling customers to do business with Quilter

inamore simple and efficient manner.

Chief Financial

Officer’s report

Financial performance

The Chief Financial Officer reported regularly on the delivery of the Group’s

financial performance against the Business Plan, prior year performance and

other key performance indicators.

2026-2028 Business Plan

The Board dedicated time to the development and approval of the 2026-2028

Business Plan. This included reviewing and challenging the economic and market

assumptions underpinning the Plan.

Dividend and capital management

A key focus for the Board is to ensure that Quilter has a disciplined capital

allocation framework, whilst maintaining a robust balance sheet and liquidity

position. The Board hasbeen careful to strike the right balance between value

creation and returns for shareholders while investing in our business’s

sustainability and long-term success.

In the year, the Board discussed the Group’s capital position, and updated the

market in our half year results of our intention to undertake a capital review.

TheBoard was briefed on the outcomes of the review and authorised the Chief

Financial Officer to engage with our UK regulators, the PRA and FCA, and the

South African Reserve Bank to seek approval for a capital return of up to

£100million toshareholders in 2026.

The Board also considered recommendations from management to implement

aDistribution Policy from 2026, combining dividends with ongoing share buyback

programmes. You can read more about the Distribution Policy in the Financial

review on pages 38 to 43 and on our website at plc.quilter.com/dividends.

– Approved the Annual Report and financial statements.

– Approved the 2026-2028 Business Plan.

– Approved the half year results announcement.

– Approved the Final and Interim Dividend.

– Subsequent to the year end, approved a Share Buyback Programme of up

toc£100 million, subject to renewal of the shareholder authorities at the

Company’s 2026 AGM and ongoing Board review.

– In March 2026, approved a new Shareholder Distribution Policy.

The work of the Board in 2025

Quilter plc Annual Report 2025

Report Key areas of discussion and activity Outcomes

Business

performance

oversight

(continued)

Chief Operating

Officer’s report

These updates informed the Board on the developments in our Technology,

Change and Operations areas to support our customers and advisers, including

how we are managing and controlling data, overseeing our material outsourced

partners and suppliers, and driving more efficiency in our operations. The

updates also covered progress on strategic initiatives including how changes in

our technology and operating model can support further adviser productivity.

The Board was also briefed on the action taken by management to assess the

Quilter technology estate in light of cyber incidents reported by other firms and

the major power outage in parts of Spain and Portugal in April 2025. The updates

included consideration of:

– the steps taken to protect our customers and colleagues;

– the likely impacts for our key strategic partners and suppliers; and

– how our operational resilience would be impacted and how our crisis response

team would respond should such an incident affect Quilter or the UK.

The Board was briefed on technology and cyber, including AI, and considered the

impact for our customers and business, as well as how technology and AI can be

harnessed to support the delivery of our strategy.

– Discussed and challenged ongoing enhancements in our operations teams.

– Oversaw the investment and use of time and funding to ensure that customer

and adviser data is protected appropriately.

– Requested that the Board Risk Committee oversees cyber risk including the

mitigations in place to protect customers and advisers.

Strategy and

delivery of

strategy

Governance in Action: Delivery of our strategy

Through updates from our Chief Executive Officer, Chief Financial Officer and other members of the Group Executive Committee, the Board was briefed regularly on progress to deliver

our strategy.

The Board considered and discussed the external economic environment and political and regulatory change, including analysis of the impact, constraints and opportunities these events

present for our business model, and our performance.

The Board was pleased that the improvements made to our investment platform in prior years enabled the business to generate record core net inflows in 2025.

Board Strategy Day

In May, the Board held its annual Board Strategy Day with the Group Executive Committee to review progress against Quilter’s strategic objectives and set the future strategy for the

Group.

The Board agreed the areas of development and reaffirmed an evolution of our three strategic priorities. The Board also discussed the external regulatory environment and what this

meant for Quilter and the strategic foundations for delivery.

The Chief Executive Officer, Chief Strategy and Transformation Officer and other Executive Committee members regularly lead updates on to the Board on strategic initiatives. In 2025,

these have included the progress made to develop the technology, people and other resources needed to deliver the strategy safely in light of future regulatory change, including the

Advice Guidance Boundary Review.

The Board remains focused on how Quilter can be even more customer-centric and have been briefed on the progress being made on the data and technology strategy to make our

operations fit for the future to support our customers and advisers.

Principal decisions of the Board in 2025 continued

The work of the Board in 2025

Strategic Report Other information

Quilter plc Annual Report 2025

Financial statementsGovernance Report

Report Key areas of discussion and activity Outcomes

Strategy and

delivery of

strategy (continued)

Corporate

sustainability

The Board oversees the governance and framework for Quilter’s Corporate

Sustainability strategy. This incorporates responsible investing, corporate social

responsibility, including the impact on our communities through The Quilter

Foundation, and our approach to managing climate change.

The Board has been briefed on the progress made in these three areas, including:

– the performance of our sustainable and responsible funds;

– the development of the management governance overseeing external reporting;

– the impact made by the work of The Quilter Foundation, which is described

further on page 25;

– how the investment teams engage on behalf of customers with investment

firms; and

– the environmental impact of Quilter’s own offices and the improvements made

to them to be more environmentally friendly.

– Encouraged management to reset the Group’s strategy on sustainability.

– Endorsed the new management governance oversight of climate-related

responsibilities and reporting.

– Approved the Group TCFD Report and the Sustainability disclosures that

formpart of our Annual Report.

– Approved the Group Stewardship Code Report.

– Approved the Group’s Modern Slavery Statement.

Governance

simplification

As reported in prior years, the Board oversaw the final structural change within

the Affluent segment, with new regulatory permissions approved by the FCA to

enable Quilter Investors to delegate the investment management of its fund range

to the Quilter Platform from the beginning of January 2025. By redefining Quilter

Investors as a more focused authorised fund manager, the Board strengthened

the management of conflicts of interest within the Affluent segment.

– Oversaw the embedding of the new corporate governance operating model

and the regulated activities of material subsidiary companies.

Investment

performance

reports

Our Chief Investment Officers reported quarterly to the Board, ensuring that it

had clear sight of how Quilter Investors and Quilter Cheviot delivered investment

returns in line with fund benchmarks and our customers’ preferences on risk

tolerance.

– Requested revisions to the investment performance reporting to enable the

Board to more effectively challenge the performance and outcomes delivered

for customers. This included setting up a rolling programme of deep dives

onthe funds and fund performance, including WealthSelect.

– Challenged the performance of funds and whether there were the

appropriate structures and oversight to ensure that the fund outcomes

onprice and value were in line with the Consumer Duty principles.

Customer reports

and the Consumer

Duty updates

These reports provided valuable insights into how Quilter is perceived, the quality

of the outcomes achieved for our customers, and the opportunities to drive

improvements that will create value for our customers to support good customer

outcomes.

The Board received updates on the service Quilter provided to our customers.

This included:

– the performance of investments, which drive investment returns for customers;

– new VouchedFor scores for advisers who support intermediated customers;

– Net Promoter and Trustpilot scores; and

– the simplification of processes for customers to interact with Quilter including

clearer and shorter documentation, simpler reporting and enhancements to

ourCustomer App and portals.

The Board was supported by the Board Risk Committee which applies significant

scrutiny to customer issues and reporting in light of our risk appetite.

– Endorsed the Group Consumer Duty assessment including an action plan

forcontinuous enhancement.

– Oversaw the phased work to enhance the metrics and insights presented

tothe Board and the support provided to customers in vulnerable

circumstances.

– The Chief Customer Officer will enhance the insights and metrics presented

to the Board.

Principal decisions of the Board in 2025 continued

The work of the Board in 2025

Quilter plc Annual Report 2025

Report Key areas of discussion and activity Outcomes

Risk management

andgovernance

Chief Risk

Officer’s report

The Board was updated regularly on the second line assessment of the key risks

inour business and the effectiveness of management’s efforts to mitigate those

risks. The Interim Chief Risk Officer, the Chief Executive Officer and other

executives briefed the Board on new and emerging risks, key regulatory matters,

operational resilience, data, cyber and IT security.

Throughout the year, the Board heard from the first line, the Chair of the Board

Risk Committee and the Interim Chief Risk Officer on overall performance against

risk appetite and key areas of focus. This included an assessment of Quilter’s

Group wide top risks, including regulatory, climate and business risk.

As reported last year, changes to the Risk Management Framework were

embedded in 2025. The Board continued to oversee the financial crime

framework and, in particular, was briefed on how we protect our customers from

financial crime and the ongoing work to further enhance this area. This will remain

an area of focus in 2026.

– Approved an update to the Enterprise Risk Management Framework and

changes to the risk appetite statements and key risk indicators.

– Approved the Group ICARA and Group ORSA on the recommendation of

theBoard Risk Committee.

– Reviewed risk appetite in light of the Group’s strategic goals.

– Monitored the progress being made to address the areas of improvement

inrelation to the Financial Crime team.

Reports from the

Chairs of our

Board

Committees

The Board relies on the detailed work performed by its Committees on a wide

range of issues and is grateful for their robust oversight and challenge again this

year. To ensure that the Board is apprised on the detailed work conducted by the

Board Committees, the Chair of each Board Committee briefed the Board on the

Committee’s key discussions and provided a written report to the Board after

each Board Committee meeting, where the time between meetings allowed.

Supported by the Board Corporate Governance and Nominations Committee, the

Board spent time on its own succession arrangements and those of management.

– On the recommendation of the Board Corporate Governance and

Nominations Committee, approved the appointments of Chris Hill and Alison

Morris as Chair of the Board Remuneration and Board Audit Committee

respectively.

– Approved minor updates to the Board Diversity Policy.

– Considered, discussed and approved the action plan following the internal

Board Effectiveness Review.

– Approved updates to the Terms of Reference for the Board Committees

following their annual reviews.

Reports and

escalations from

the Chairs of our

major subsidiary

companies

Written reports were provided to the Board by the Chairs of our significant

subsidiary boards, briefing it on the detailed work conducted by these boards

andtheir committees.

– The Board monitored key areas of focus, risk and achievement for the Group’s

material subsidiaries.

Stakeholder

management

Investor relations The Chair, Chief Executive Officer and Chief Financial Officer provided key insights

on Investor Relations matters including the views of our major institutional

shareholders. Please see page 16 for more information in our Governance in

Action case study.

– Endorsed the approach of continuing to engage with major shareholders

onthe reasons why the Company believes that it should continue to seek

theprecautionary authority from shareholders to allow political donations

orexpenditure not exceeding £50,000 in the period for the Company and

itssubsidiaries.

You can read more about stakeholder engagement on pages 16 to 19 of the Strategic Report.

Principal decisions of the Board in 2025 continued

The work of the Board in 2025

Strategic Report Other information

Quilter plc Annual Report 2025

Financial statementsGovernance Report

Report Key areas of discussion and activity Outcomes

Stakeholder

management

(continued)

Culture and

colleagues

The Chief People Officer reported to the Board on key culture and colleague

insights to provide assurance that the Group’s culture and values are well aligned

to the achievement of its purpose and strategy and that we have engaged and

committed people. These reports included the results of the Peakon Workforce

Engagement survey (“Peakon survey”), including emerging themes and any actions

being considered. The Board discussions were informed by insights from the

Workforce Engagement Director who attended part of the Quilter Employee

Forum meetings to hear the views from representative colleagues on important

topics such as strategy, culture and purpose and values.

During the year, the Board reviewed and challenged the Executive Succession

plan, following review by the Board Corporate Governance and Nominations

Committee. The Board also reviewed the performance of the Executive Directors

and Executive Committee members.

Following a review of the effectiveness of the mechanisms for engagement with

colleagues, the Board discussed the routes for engagement and concluded that

the approach adopted remains effective and that a Non-executive Director would

continue to be appointed from the Board to serve as the Workforce Engagement

Director. Board members reaffirmed their commitment to broader engagement

with colleagues.

– Reviewed the Culture Dashboard to enable the Board to receive insights

intoemployee engagement, culture and wellbeing.

– Monitored colleagues’ engagement and measured the progress we are

making in embedding our target culture, purpose and values. Weremain

committed to ensuring that Quilter’s purpose of brighter financial futures,

and the values underpinning it, are appropriate andresonate and inspire

colleagues.

– Approved the approach to talent engagement by the Board.

– Considered and approved the approach to broader workforce engagement

by the Board to ensure it remains effective and appropriate.

– Endorsed the update to management’s Inclusion and Diversity ActionPlan.

– Directors provided feedback to the Board as part of their engagement with

colleagues and advisers across the Group, including visits to our

Southampton office.

Governance in Action: Board oversight of our refreshed culture, purpose and values

Following the introduction of the new target culture in 2024, the Board oversaw the embedding of the new culture. The Board reviewed the Culture Dashboard and was briefed by the

Chief Executive Officer and Chief People Officer on the initiatives to ensure colleagues are informed about our strategy.

The Board was briefed on colleague engagement levels and the communication mechanisms in place. These include the colleague conferences which ensure that colleagues understand

our strategy and how their contribution supports our customers and other stakeholders. Topics have ranged from our ambition to look at issues from a customer perspective to

showcasing our purpose of brighter financial futures for customers, colleagues and communities.

Our values form an important part of our colleague performance process with guidance provided to assist with matching performance to our values and paying fairly those who work

hereand contribute to our success. The Board was also briefed on the metrics around our values and was pleased with the progress made in the year.

Results from the Peakon survey show that colleagues identify strongly with the refreshed values:

“Do the right thing”

8.8/10

2025

8.5/10

2024

“Embrace challenge”

8.6/10

2025

8.3/10

2024

“Always curious”

8.4/10

2025

8.1/10

2024

“Stronger together”

8.4/10

2025

8.2/10

2024

Source: Quilter Peakon survey December 2025 and September 2024.

You can read more about stakeholder engagement on pages 16 to 19 of the Strategic Report.

Principal decisions of the Board in 2025 continued

The work of the Board in 2025

Quilter plc Annual Report 2025

Board Corporate Governance and Nominations Committee Report

Dear shareholder

On behalf of the Board Corporate Governance and

Nominations Committee (the “Committee”), I am

pleased to provide an overview of its work and

priorities for the year ended 31 December 2025.

The Committee is committed to ensuring that the

composition of the Board and executive

management team reflects the capabilities and

experience needed to steer Quilter successfully in

executing its strategy and serving its stakeholders.

As part of this remit, we regularly review and

oversee changes to refresh the membership and

structure of the Board and its Committees. Over

the last two years, we have welcomed three new

Non-executive Directors to the Board, including,

most recently, Andrew Ross, who joined the Board

on 1 January 2026. A summary of Andrew’s skills

and experience is set out in his biography on page

55 and an overview of the appointment and

induction process is provided on page 66. A

summary of the Board’s collective skills and

experience following this appointment, as well as

the tenure of our Directors, is set out on page 56.

One of our longest standing directors, George Reid,

who has reached nine years of service on the

Board, has notified us that he will not seek

re-election at our 2026 Annual General Meeting

(“AGM”). George chaired our Board Audit

Committee from before Listing in 2018 until he

handed over the role to Alison Morris as part of

our orderly succession planning. On behalf of

theBoard, I would like to thank George for his

significant contribution to Quilter, both as a

Boardmember and as Chair of the Board Audit

Committee. Alison Morris, who joined the Board

and the Board Audit Committee in September

2024, assumed the Chair of that Committee on

1 October 2025. At the same time, Chris Hill,

whohad served on the Board Remuneration

Committee since joining the Board in March 2024,

was appointed as the Chair of that Committee,

succeeding Neeta Atkar.

The Committee received regular updates from

management on executive succession and talent

and met with a broad range of colleagues through

our Board Talent Engagement Programme. This

enabled us to satisfy ourselves that the depth and

breadth of talent within Quilter is appropriate to

support our strategic ambitions.

Our Board Diversity Policy underpins our approach

to ensuring that diversity in its broadest sense is

embedded in our considerations relating to Board

appointments and succession planning. I am

pleased to report that Quilter meets all three

Board diversity targets specified by the UK Listing

Rules, as at least 40% of our Board members are

women, two of the senior Board positions (in our

case, the Chair and Senior Independent Director)

are held by women, and at least one Board

member is from a minority ethnic background.

Asrequired by the UK Corporate Governance

Code2024 (the “Code”), I confirm that, as at

31 December 2025, 39% of senior management

(being the members of the Executive Committee

and the Company Secretary) and their direct

reports were women (2024: 41%). More

information on inclusion and diversity at Quilter

can be found in this report on page 68 and in the

Strategic Report on pages 23 and 24.

In line with the recommendations of the Code,

weundertook an externally facilitated Board

Performance Review in 2025. The review

concluded that the Board and its Committees are

operating effectively. An overview of the process

and key outputs is provided on page 69.

Finally, I would like to thank my fellow Committee

members and management for their support

during 2025.

Ruth Markland

Chair

Committee activity 2025 2024

Board and Board Committee

successionplanning

Corporate governance

Executive succession planning

andtalent

Board Performance Review

10%

20%

44%

26%

2025

20%

45%

26%

2024

Committee activity

Committee membership and attendance

Scheduled

meetings

Ad hoc

meetings

Ruth Markland (Chair) 3/3 3/3

Neeta Atkar CBE 3/3 3/3

Chris Hill

1/1 1/1

Alison Morris

1/1 1/1

Former member

George Reid

2/2 2/2

Ruth Markland

Chair

Committee gender diversity

Some of the ad hoc meetings were sub-committee meetings

relating to succession.

Chris Hill and Alison Morris joined the Committee on

1 October 2025, when they assumed the roles of Chair of the

Board Remuneration Committee and Chair of the Board Audit

Committee, respectively.

George Reid stepped down as a member of the Committee on

1October 2025 when he ceased to chair the Board Audit Committee.

Female

Male

25%

75%

As at 31 December 2025.

Strategic Report Other information

Quilter plc Annual Report 2025

Financial statementsGovernance Report

Committee responsibilities

– Reviews the composition of the Board and recommends the appointment of new Directors.

– Considers succession plans for the Chair and other Board positions.

– Considers succession plans for key executive leadership positions and ensures a robust recruitment

framework.

– Monitors corporate governance standards and practices in place.

– Oversees the annual Board performance review.

Committee governance

The Board Corporate Governance and Nominations Committee currently comprises the Chair of the Board,

the Senior Independent Director, who is also Chair of the Board Risk Committee, the Chair of the Board Audit

Committee and the Chair of the Board Remuneration Committee.

Details of the skills and experience of the Committee members can be found in their biographies on pages 53

to 55.

Committee Performance Review

As part of the 2025 Board Performance Review, the Board has assessed that the Committee membership

isappropriate in providing challenge and oversight and that the Committee is operating effectively.

Discharging our responsibilities

The Committee reviewed its activities over the previous 12 months against its Terms of Reference and

confirmed that it had fully discharged its responsibilities in line with its remit. The Terms of Reference

areavailable at plc.quilter.com.

Attendance

The Chief Executive Officer and Chief People Officer regularly attend Committee meetings, except when

itwould not be appropriate for them to do so.

At a glance

Key areas of Committee focus

The table below highlights the work of the Committee during the year and the key outcomes.

Reports Summary of discussions and activity Outcomes

Board and

Board

Committee

succession

planning

Board

composition and

succession

planning updates

The Committee is responsible for reviewing the size, structure, and composition of the Board and its Committees to maintain an appropriate balance of

skills, experience, diversity, and independence. This ensures that the Board can support the Group’s strategic priorities within risk appetite and provide

effective oversight and constructive challenge to management. The Committee is also responsible for reviewing and recommending to the Board

succession plans for the Board and key leadership positions within Quilter, taking into account the current and future needs of the business.

The accountabilities, competencies and expectations for each Board role, including those required by the Code, have been documented in our Board

Charter, which is reviewed annually. The Charter sets out the collective responsibilities of the Directors, including their duties under section 172 of the

Companies Act 2006, and the specific role profiles for the Chair, Senior Independent Director, Committee Chairs, Non-executive Directors, Executive

Directors, and the Workforce Engagement Director. Following review in 2025, the Committee recommended to the Board that the Consumer Duty

Champion role, held by a Non-executive Director, be retired. This reflects the importance of shared accountability for customer oversight by the Board

and a change in regulation whereby this position is no longer mandated for Boards.

Director performance

The Chair assessed each Director’s individual contribution to the Board, together with feedback from the 2025 Board Performance Review, and

provided feedback to the Non-executive Directors on their performance. The Senior Independent Director provided feedback to the Chair. It was

confirmed that all Directors were discharging their roles effectively, which was taken into account by the Board when recommending Directors for

re-election at the Annual General Meeting.

– Confirmed that all

Directors are

discharging their

duties effectively.

Board Corporate Governance and Nominations Committee Report continued

Quilter plc Annual Report 2025

Key areas of Committee focus

Reports Summary of discussions and activity Outcomes

Board and

Board

Committee

succession

planning

(continued)

Director independence

In line with normal practice, the Committee oversees the process that ensures that Non-executive Directors are able to challenge effectively and

scrutinise management performance. It assesses each Non-executive Director’s independence upon appointment and annually thereafter, reporting

its conclusions to the Board.

The Committee is satisfied that all Non-executive Directors remained independent throughout the year in accordance with the Code, and that the Chair

was independent on appointment to that role in May 2022. You can read more about the enhanced assessment of the independence of Moira Kilcoyne

on page 56. The Committee has also carefully assessed the ongoing independence of George Reid, who, having reached nine years on the Board in

February 2026, will stand down from the Board at the conclusion of the 2026 AGM. The Committee is satisfied that George continues to demonstrate

independence of character and judgment. The Committee also confirmed that the Board continues to maintain a significant overall level of

independence, taking into account the average tenure of the Board, including, as at the date of this report, three Non-executive Directors who have

served for less than three years.

Director re-election

All Directors are subject to annual re-election by shareholders, and the specific reasons why the contribution of each Director standing for re-election

remains important to the Company’s long-term sustainable success are set out in their biographies on pages 53 to 55.

Board succession planning

In line with best practice, the Committee has agreed emergency succession arrangements for all key Board positions, including the Chair, Senior

Independent Director and Board Committee Chairs. While strong internal candidates have been identified for each role on an emergency basis, it is

likely that some external recruitment would be required to appoint permanent successors.

To support Board succession planning, the Committee regularly reviews a Board Skills and Experience Matrix which outlines the industry knowledge

and experience of our Directors relevant to delivering our strategy. As part of this review, the Committee considered our strategic focus on customers,

given our commitment to growing our propositional capabilities and ensuring our mantra of being a customer champion is at the heart of everything

we do. The Committee recommended to the Board that there was merit in considering appointing an additional Non-executive Director who could

enhance further the Board’s expertise in this area, and a process to identify such a person has commenced. A search is also underway for a

Non-executive Director with experience in technology strategy, including data, digital, operations and transformation. You can read about the

background to this search, and a summary of the Board Skills and Experience Matrix, on page 56.

In line with ongoing succession planning and Board tenure considerations, in 2025 the Committee considered and recommended to the non-conflicted

Board members the appointments of Alison Morris and Chris Hill as Chairs of the Board Audit Committee and the Board Remuneration Committee,

respectively.

– Confirmed that all

Non-executive

Directors remain

independent in

accordance with

theCode.

– Made

recommendations to

the Board regarding

Non-executive

Director tenure.

– Approved the

Emergency Board

Succession Plan.

– Endorsed the Board

Skills and Experience

Matrix.

– Recommended to

the Board the

appointments of

Alison Morris as

Chair of the Board

Audit Committee and

Chris Hill as Chair

ofthe Board

Remuneration

Committee.

Board Corporate Governance and Nominations Committee Report continued

Strategic Report Other information

Quilter plc Annual Report 2025

Financial statementsGovernance Report

Reports Summary of discussions and activity Outcomes

Board and

Board

Committee

succession

planning

(continued)

Non-executive

Director

appointment

proposal

On the recommendation of the Committee, the Board appointed Andrew Ross as a Non-executive Director with effect from 1 January 2026. Andrew

brings deep experience in wealth and asset management having spent his career in the investment industry.

The process to recruit Andrew was led by the Chair with support from Spencer Stuart, an external search firm retained for Board and certain executive

searches. Spencer Stuart has no other connection with Quilter or any individual Director. In line with our Board Diversity Policy, Spencer Stuart is a

signatory to the voluntary code of conduct for executive search firms which supports a diverse selection process.

The Committee agreed a search brief outlining the role requirements and the key attributes sought in potential candidates. Spencer Stuart presented

aninitial candidate list, which the Committee reviewed against the search criteria. A diverse shortlist was agreed and interviewed by the Chair and other

Board members. Having reviewed the feedback from these meetings, the Committee concluded that Andrew exceeded the key requirements for the

role.

Andrew is undergoing a comprehensive, tailored induction programme covering Quilter’s strategy, financial performance, risk profile, regulatory

environment, and governance framework. This programme is being delivered via a series of meetings with fellow Board members, senior management,

and key advisers to the Group.

– Recommended

theappointment

ofAndrew Ross as

aNon-executive

Director to the

Board.

Executive

succession

planning

and talent

Executive

succession

planning updates

The Committee provides rigorous oversight of the senior management talent pipeline to ensure effective succession planning for key executive roles,

including the Chief Executive Officer and Chief Financial Officer. It receives regular updates from the Chief Executive Officer and Chief People Officer on

succession plans, which are set over appropriate time horizons, and on actions taken to manage and mitigate succession risk. The Committee has also

requested insight into progress against the development plans for key talent.

Succession updates include consideration of our diversity targets and initiatives designed to enhance and strengthen the talent pipeline. Further

details on how Quilter supports the development of diverse talent can be found in the Strategic Report on page 21.

In late 2024, a Sub-Committee was established to oversee the appointment of a permanent Chief Risk Officer. The Sub-Committee was chaired by the

Chair of the Board Risk Committee and its members included the Chair of the Board and the Chair of the Board Audit Committee. The Sub-Committee

successfully concluded its work during the year.

– Endorsed the

appointments of

JoHarris as Chief

Customer Officer

andJohn Goddard

asChief Executive

Officer of our High

Net Worth business.

– Recommended the

appointment of

Margaret Ammon

asChief Risk Officer

to the Board.

Talent and

colleague

engagement

updates

To support effective oversight of executive succession planning, Board members participate in an annual Talent Engagement programme, which

enables them to meet colleagues across the organisation and gain insight into the depth and breadth of talent within the Group. As part of these

sessions, Directors engaged with senior leaders, high-performing managers, rising talent and new recruits brought in to close key capability gaps.

During the year, the Committee reviewed the successes and key learnings from the 2025 Talent Engagement programme, which informed the focus

andstructure of the programme for 2026.

– Received assurance

on the Group’s talent

pipeline.

Board

Performance

Review

Board

Performance

updates

Led by our Senior Independent Director, the Committee discussed and recommended to the Board the approach for the externally facilitated

2025 Board Performance Review and oversaw the delivery of the outcomes from the 2024 Board Effectiveness Review.

– See page 69 for an

overview of the 2025

Board Performance

Review process and

outcomes.

Board Corporate Governance and Nominations Committee Report continued

Key areas of Committee focus

Quilter plc Annual Report 2025

Reports Summary of discussions and activity Outcomes

Corporate

governance

Director conflicts

of interest and

time commitment

In accordance with the Companies Act 2006 and the Company’s Articles of Association, the Board may authorise conflicts of interest. Directors must

declare any potential or actual conflicts of interest that could interfere with their ability to act in Quilter’s best interests. The Company Secretary

maintains a Conflicts of Interest Register, which is reviewed annually by the Committee and the Board.

Board members hold a range of external directorships and business interests, and the Board is mindful of the benefits this experience brings. In line

with the Code, the Committee reviews any proposed new external appointments to assess their potential impact on Quilter, considering the nature

ofthe role, the business involved and the expected time commitment. Where appropriate, the Committee approves the appointment on the Board’s

behalf, and the appointment is subsequently discussed by the Board.

During the year, the Committee carefully reviewed requests for approval of new external appointments for Non-executive Directors, including the

appointment of Chris Samuel as a Non-executive Director and Chair-designate of Oakley Capital Investments Limited. The Committee concluded that

theadditional responsibilities would not impact the Directors’ time commitment or cause any potential conflicts of interest for Quilter. Details of our

Directors’ external appointments can be found in their biographies on pages 53 to 55.

The expected time commitment for Non-executive Directors in fulfilling their duties to Quilter is set out in the Board Charter. During the year,

theCommittee reviewed an assessment of each Director’s total time commitments across all appointments. This review provided assurance of

theircapacity to effectively discharge their responsibilities to Quilter, and the Committee confirmed to the Board that these commitments remain

appropriate.

– Pre-approved on

behalf of the Board

new external

appointments for

Non-executive

Directors, including

Chris Hill, Moira

Kilcoyne and Chris

Samuel.

– Confirmed that all

Non-executive

Directors have

sufficient time

capacity to fulfil their

duties to Quilter.

Corporate

governance

updates

The Committee routinely reviews the Group’s corporate governance framework documentation to ensure it remains fit for purpose. It also considers

relevant developments in corporate governance and best practice, including proxy voting guidance, and their impact on Quilter. During the year, the

Committee agreed changes to the Group’s Subsidiary Governance Manual reflecting simplification activity across the Group, ensuring that its

requirements remained proportionate to the business while reflecting the legal and regulatory responsibilities of our entities.

– Approved the

Subsidiary

Governance Manual.

Subsidiary

governance

updates

The remit of the Committee includes the governance policies and processes that apply to Quilter’s significant subsidiaries. During the year, the

Committee has reviewed and endorsed proposals on subsidiary board composition and approved changes to the fees for subsidiary Non-executive

Directors.

Following changes to the governance structure within our Affluent segment that became effective from 1January 2025, the Committee commissioned

and scrutinised a report from Internal Audit on the oversight by the Board of the investment activity performed by its subsidiary, Quilter Investment

Platform Limited.

– Endorsed the

composition of the

boards of our

significant

subsidiaries, Quilter

Investors Limited

and Quilter Cheviot

Limited.

– Approved revisions

to the fees for

subsidiary

Non-executive

Directors with effect

from 1January 2026.

– Recommended to

the Board the

recommendations

from Internal Audit’s

review of investment

performance

oversight.

Board Corporate Governance and Nominations Committee Report continued

Key areas of Committee focus

Strategic Report Other information

Quilter plc Annual Report 2025

Financial statementsGovernance Report

Board Corporate Governance and Nominations Committee Report continued

Key areas of Committee focus

Board Diversity Policy

The Committee is responsible for monitoring the impact of Board composition changes on our diversity

statistics and for implementing the Board Diversity Policy on behalf of the Board. The Board Diversity

Policy, which is reviewed annually, outlines our approach to inclusion and diversity across the Board,

Board Committees, and senior management. It reflects our commitment to fostering a culture that

nurtures and celebrates inclusion and diversity in its broadest sense.

The Board Diversity Policy sets clear objectives, including ensuring due regard for diversity when

determining the composition of our standing Board Committees. It incorporates the UK Listing Rule

targets and the recommendations from the FTSE Women Leaders Review and the Parker Review.

Results against these targets for the year ended 31 December 2025 are shown below for the Board

andon page 23 of the Strategic Report for senior management. Information on the process leading

tothe appointment of Andrew Ross with effect from 1 January 2026 is on page 66. The Board Diversity

Policy is available on our website at plc.quilter.com.

Board and executive management diversity

UK Listing Rule

6.6.6(9)

FTSE Women

Leaders Review

Parker Review

As at the chosen reference date, 31 December 2025, all three

targets specified by UK Listing Rule 6.6.6(9) have been met:

– At least 40% of the individuals on the Board are women.

– At least one of the senior Board positions (being the Chair, Chief

Executive Officer, Chief Financial Officer or Senior Independent

Director) is held by a woman.

– At least one individual on the Board is from a minority ethnic

background.

The disclosure required by Provision 23 of the Code in relation to the gender balance of senior

management and their direct reports can be found on page 23. The gender balance of our Board

Committees is shown in the respective Board Committee Report.

The tables below have been prepared in accordance with UK Listing Rule 6.6.6(10) and are set out in the

format contained in UK Listing Rule 6 Annex 1. The reference date is 31 December 2025. Following the

appointment of Andrew Ross to the Board on 1 January 2026, the Company continues to meet all three

targets specified by UK Listing Rule 6.6.6(9).

Gender identity

Number of

Board members

Percentage

of the Board

Number of

senior positions

on the Board

Number of

executive

management

Percentage

of executive

management

Men 5 56% 2 6 60%

Women 4 44% 2 4 40%

Not specified/prefer not to say – – – - –

Ethnic background

Number of

Board members

Percentage

of the Board

Number of

senior positions

on the Board

Number of

executive

management

Percentage

of executive

management

White British or other White

(including minority-white groups) 8 89% 3 10 100%

Mixed/Multiple Ethnic Groups – – – – –

Asian/Asian British 1 11% 1 – –

Black/African/Caribbean/

Black British – – – – –

Other ethnic group – – – – –

Not specified/prefer not to say – – – – –

Chair, Chief Executive Officer, Chief Financial Officer and Senior Independent Director.

The Executive Committee and the Company Secretary.

The data collated is based upon the guidance published by the FCA in Policy Statement 22/3. The

Company Secretary collated data on behalf of the Chair and Non-executive Directors, and executive

management provided their data via the Group’s HR system. All data is provided with consent and

anonymity is protected.

Quilter plc Annual Report 2025

Board Performance Review

Board Corporate Governance and Nominations Committee Report continued

Update on 2024 Board

Effectiveness Review

The Board and its Committees reviewed

progress against the agreed action plan from

the 2024 Board Effectiveness Review and

determined that the matters raised in that

review had been materially addressed.

Background

TheBoard agreed that the 2025 Board Performance Review would be externally facilitated in line with best practice. The review concluded that the Board and its Committees continue to operate effectively and that

their membership is appropriate in providing challenge and oversight.

Process for the 2025 Board Performance Review

The Senior Independent Director led the review in accordance with an approach agreed by the Board. The review was conducted between August and December 2025 and was carried out in line with the

recommendations of the Code.

May 2025

Following a selection process led by the

Senior Independent Director with support

from the Company Secretary, the Board

agreed to appoint Ian White, a consultant

specialising in board evaluation, to facilitate

the Board Performance Review. Ian has no

connection to Quilter or any individual

Director. The last externally facilitated review

was conducted in 2022.

September 2025

The Committee recommended to the Board

the scope and format of the review. In line

with the Code, the review covered the

performance of the Board, its Committees,

and individual Directors, including the Chair.

Ian was asked to focus on key indicators

ofBoard effectiveness and performance,

building on discussion topics identified

inprior years.

January 2026

Ian presented his report to the Board,

enabling an open and constructive discussion

on the key themes emerging from the review.

These themes shaped the outcomes, which

the Board endorsed. A summary of the

themes and agreed outcomes is set out

below. Each Board Committee has also

agreed the actions relevant to its remit

arisingfrom the review.

November 2025

The review was conducted using a qualitative

approach, comprising in-depth, structured

one-to-one interviews led by Ian with each

Board member, the Company Secretary

andthe Interim Chief Risk Officer. These

discussions focused on key themes, including

strategy, risk management, Board

composition, expertise and dynamics,

succession planning, the roles of the Board

Committees, and progress made since

previous Board Effectiveness Reviews.

December 2025

Ian attended the December 2025 Board

meeting as an observer. Prior to this, he

hadreviewed previous Board and Board

Committee meeting papers, as well as the

reports from previous external and internal

Board Performance Reviews.

Outcomes from the 2025 Board Performance Review

Asummary of the themes for continuous improvement and outcomes agreed is set out below. Information on the process for the assessment ofthe individual

Directors, including the Chair, is set out on page 64.

Themes identified Outcomes agreed

Board and executive

succession planning

The Chair and the Senior Independent Director will continue to brief the Board on the evolution of the Board in light of Quilter’s

strategy. The Chief Executive Officer and the Chief People Officer will continue to brief the Board on executive succession and

thetalent pipeline. All Board members will continue to be offered the opportunity to join the Board Talent Engagement sessions.

Reporting to the Board

Board members will provide feedback to the executives on the length and quality of papers. Senior executives will evolve the

regular reporting packs for the Board and Board Committees, ensuring visibility of progress and avoiding duplication with other

executive reporting.

Board dynamics

The Board will continue its practice of considering at the end of each meeting how effectively it has operated. This will include

reviewing whether sufficient time has been devoted to each matter or whether any matters require additional time at a future

meeting. Sufficient time will be formally allocated on the agenda for this discussion.

Board composition

The Board Corporate Governance and Nominations Committee will keep the Board Diversity Policy under review and will continue

to ensure that it is adhered to. This Committee will also ensure that Board diversity in its broadest sense remains one of the

factors kept in focus when identifying the skills, experience and profile of possible new Board members.

Looking forward

The Board Corporate Governance and

Nominations Committee will oversee the

outcomes and report on progress to the Board.

The Board expects to conduct an internally

facilitated Board Performance Review in 2026.

Strategic Report Other information

Quilter plc Annual Report 2025

Financial statementsGovernance Report

Board Audit Committee Report

Dear shareholder

I am pleased to present my first report on the work

of the Board Audit Committee (the “Committee”),

following my appointment as Committee Chair

inOctober 2025. I would like to begin by thanking

George Reid for his careful stewardship of the

Committee during his tenure as Committee

Chairand his support in ensuring a robust

handover to me.

In the following pages I set out how the Committee

has fulfilled its responsibilities for overseeing the

integrity of Quilter’s financial reporting and

internal financial controls, and for monitoring the

quality and effectiveness of the work performed

by our internal and external auditors. Maintaining

high standards in these areas provides confidence

in Quilter’s financial performance and position,

serving the best interests of all stakeholders.

Throughout the year, the Committee maintained a

strong focus on ensuring that the Group’s financial

statements are fair, balanced, and

understandable, and that they comply with

applicable accounting standards. Our review

process was rigorous, involving detailed analysis

of management’s judgements and estimates,

particularly regarding the customer remediation

provision. This has been a key area of focus for the

Committee and we have challenged

management’s revised assumptions regarding the

remediation exercise to ensure that the provision

remains appropriately calculated, and also sought

the independent perspective of our external

auditor, PwC. We are satisfied that the

assumptions applied are reasonable and

supported by robust analysis.

A sound control environment is fundamental to

accurate financial reporting, and the Committee

has continued to oversee the effectiveness of

internal financial controls, receiving regular updates

on risk assessments and controls testing. While the

overall control environment remains stable, we

have focused on areas for enhancement identified

through management’s testing and assurance

work, as well as recommendations from PwC.

Oversight of internal controls is a responsibility

shared with the Board Risk Committee, and further

details on broader controls oversight can be found

in the Board Risk Committee Report. The

Committee has monitored management’s

preparations for compliance with the UK Corporate

Governance Code 2024 (the “Code”) requirements

on material controls, which will apply from the 2026

Annual Report. Afirst dry run of the assessment

process was completed in 2025, and this work will

remain a priority in 2026.

The Committee devoted considerable time to

reviewing updates from our internal and external

auditors during the year, and I regularly engaged

with the Chief Internal Auditor and the lead audit

partner outside of formal meetings. Their

objective challenge and professional scepticism

are critical to maintaining a sound control

environment and ensuring the integrity of Quilter’s

financial reporting. Accordingly, the Committee

has monitored the delivery of their audit plans,

assessed the findings of their work, and

considered areas of challenge, recommendations

for enhancement, and management’s

responsiveness to these. I am pleased to confirm

that Internal Audit and PwC continue to perform

effectively and remain independent, as verified by

internal performance reviews conducted in 2025.

PwC will be recommended for reappointment at

the 2026 Annual General Meeting.

The Company complies with the Financial

Reporting Council’s Minimum Standard for Audit

Committees and External Audit. Details of the

activities undertaken during the year to meet

these requirements are provided in this report.

Whistleblowing remains a vital part of Quilter’s

governance framework, underpinning a culture

ofopenness and transparency. For the process

tobe effective, it must be trusted by colleagues

asa safe and confidential way to raise concerns,

reinforcing our commitment to integrity and

accountability. As Quilter’s Whistleblowing

Champion, I have worked with the Committee

tooversee the effectiveness of the Group’s

whistleblowing arrangements and the broader

“Speaking Up” culture. This included reviewing

theresults of an external benchmarking exercise

conducted to provide assurance on our approach.

On a final note, I would like to thank my fellow

Committee members and management for their

commitment and support throughout the year.

Alison Morris

Chair

Committee membership and attendance

Scheduled

meetings

Ad hoc

meetings

Alison Morris (Chair)

9/9 6/6

Neeta Atkar CBE

9/9 4/6

Chris Hill 9/9 6/6

George Reid

9/9 6/6

Appointed as Chair with effect from 1 October 2025.

Neeta Atkar was unable to attend two ad hoc meetings

arranged at short notice due to prior engagements. She

reviewed the papers and provided comments to the Committee

Chair in advance of the meetings.

Stepped down as Chair with effect from 30 September 2025

butremains a member of the Committee.

Alison Morris

Chair

Committee activity 2025 2024

Review of financial statements

Internal and external audit

Internal controls

Governance and regulatory

compliance andreporting

35%

34%

18%

13%

2025

37%

33%

20%

10%

2024

Committee activityCommittee gender diversity

50%50%

Female

Male

Quilter plc Annual Report 2025

Board Audit Committee Report continued

Committee responsibilities

– Reviews the Group’s accounting policies and the contents of financial statements.

– Considers the adequacy, scope of work and resourcing of the external and internal auditors.

– Oversees the relationship with our external auditors.

– Monitors the effectiveness of internal financial controls.

– Reviews the whistleblowing procedures.

– Oversees the Group’s TCFD reporting.

Committee governance

The Board Audit Committee currently comprises four independent Non-executive Directors. Alison Morris,

Chris Hill and George Reid have recent and relevant financial experience and competence in accounting or

auditing. The Committee as a whole has competence relevant to the business sectors that Quilter operates

in. Details of the skills and experience of the Committee members can be found in their biographies on

pages 53 to 55.

Committee Performance Review

As part of the 2025 Board Performance Review, the Board has assessed that the Committee membership

isappropriate in providing challenge and oversight and that the Committee is operating effectively.

Discharging our responsibilities

The Committee reviewed its activities over the previous 12 months against its Terms of Reference and

confirmed that it had fully discharged its responsibilities in line with its remit. The Terms of Reference are

available at plc.quilter.com.

Attendance

The Chief Financial Officer, Chief Internal Auditor, Chief Risk Officer and representatives of PwC, our external

auditors, attend all meetings of the Committee. On occasion, other Non-executive Directors and the Chief

Executive Officer attend Committee meetings for specific matters. The Committee holds regular private

sessions with the Chief Internal Auditor and representatives of PwC, without management present.

At a glance

Key areas of Committee focus

The table below gives an overview of the Committee’s work during the year, including its consideration of significant issues relating to the financial statements, and key outcomes.

Reports Summary of discussions and activity Outcomes

Review

of financial

statements

Accounting

judgements and

estimates updates

The Committee received regular updates on the Group’s key accounting judgements and estimates for the reporting period and

discussed these with management and the external auditors.

During its review of the 2025 Annual Report and financial statements, the Committee focused in particular on the customer

remediation provision, which includes estimated customer redress, interest payable and associated administration costs. The

Committee closely scrutinised the methodology and assumptions underpinning the provision, which has been recalculated to

reflect current expected experience based on internal reviews of cases to date, contact with initial tranches of impacted

customers, and the change in the Financial Ombudsman Service’s interest rate policy for customer redress. As part of its

assessment, the Committee considered the evidence from the internal case reviews and the response rates from the initial

customer contact exercise. It challenged the judgements applied by management to the available data to ensure the provision is

robust and appropriately supported. The Committee also received updates on engagement with the regulator and considered the

implications for the provision methodology. Finally, the Committee reviewed the related disclosures in the financial statements to

ensure they are transparent, balanced and compliant with relevant disclosure requirements.

Further information on the customer remediation provision can be found in the Chief Executive Officer’s review on page 3 and in

the Financial review on page 42.

– Challenged the significant

accounting judgements and

estimates within the Group’s

financial statements and was

satisfied with management’s

recommendations.

Strategic Report Other information

Quilter plc Annual Report 2025

Financial statementsGovernance Report

Board Audit Committee Report continued

Reports Summary of discussions and activity Outcomes

Review

of financial

statements

(continued)

Group financial

reporting

The Committee undertook a comprehensive review of the Group’s 2025 Annual Report and financial statements, as well as the

preliminary and interim results announcements.

Ahead of year-end, the Committee reviewed management’s preparations and approach to the production of the Group’s financial

statements. This included an assessment of key themes from the Financial Reporting Council’s 2024/2025 Annual Review of

Corporate Reporting.

Our discussions on the Group’s interim and full year financial reporting were supported by detailed analysis from management

onthe processes for preparing and verifying disclosures, the rationale for key judgements, and reports from PwC on their audit.

As part of its review, the Committee considered:

– the appropriateness of the basis of preparation and accounting policies applied to the Group’s financial statements. These are

prepared in accordance with International Financial Reporting Standards as adopted in the UK and follow the Group’s adopted

accounting policies. Further details of the Group’s accounting policies are in note 5 on pages 124 to 134;

– the use of alternative performance measures to aid shareholders’ and stakeholders’ understanding of the Group’s financial

statements. Care has been taken to ensure that all alternative performance measures used are necessary, clearly identified

andexplained, and reconciled to statutory measures in line with Financial Reporting Council guidance; and

– the robust review process followed to enable the Board to conclude that the Annual Report and financial statements are fair,

balanced and understandable and provide the necessary information for shareholders and other stakeholders to assess the

Group’s position, performance, business model and strategy. This process included:

• close oversight of financial reporting by the Chief Financial Officer, supported by a cross-functional senior management team

providing governance and coordination;

• cross-functional input into drafting, including Finance, Risk, Investor Relations, Corporate Secretariat, Human Resources, and

business leaders;

• robust review of all contributions to ensure disclosures are balanced, accurate, and verified, followed by comprehensive senior

management reviews;

• Company Secretary review of Board and Board Committee minutes to confirm all material matters were appropriately

disclosed;

• a management paper assessing disclosures against the Financial Reporting Council’s guidance on fair, balanced, and

understandable reporting;

• Board Audit Committee review of an advanced draft to provide feedback on any areas that would benefit from further clarity

before final approval; and

• final reviews by the Board Audit Committee and the Board.

After reviewing all relevant information, management assurances, and the processes underpinning the preparation of financial

information, the Committee confirmed to the Board that the 2025 Annual Report and financial statements are fair, balanced,

andunderstandable. The same process was applied to the Group’s 2025 interim results announcement.

– Recommended the 2025

Annual Report and financial

statements and the

preliminary and interim

results announcements

tothe Board for approval.

Key areas of Committee focus

Quilter plc Annual Report 2025

Board Audit Committee Report continued

Key areas of Committee focus

Reports Summary of discussions and activity Outcomes

Review

of financial

statements

(continued)

Going concern

disclosures and

viability statement

The Committee reviewed the appropriateness of adopting the going concern basis of preparation for the Group’s 2025 financial

statements and assessed the Group’s longer-term viability beyond the 12-month horizon. In forming its view, the Committee

considered a comprehensive going concern assessment prepared by management, which took into account:

– the Group’s three-year Business Plan, reflecting economic, regulatory, competitive and risk factors; and

– the latest ORSA and ICARA reports, which evaluate the Group’s current and projected risk profile and solvency position under

arange of assumptions, stress tests and scenario analyses.

The Committee also reviewed the proposed viability statement and was satisfied that its content and the assessment period,

which is aligned with the Group’s three-year business planning cycle, are appropriate.

The going concern and viability statement is set out in the Strategic Report on page 49.

– Confirmed the

appropriateness of adopting

the going concern basis of

preparation for the 2025

financial statements and the

suitability of the viability

statement’s content and

assessment period.

Dividends The Committee reviews and advises the Board on the affordability and appropriateness of any distributions, including Interim

andFinal Dividends. In forming its view, the Committee considers key metrics before and after the proposed dividend, including

the Group’s capital and liquidity positions and its Solvency II ratio.

– Confirmed to the Board that

the 2025 Interim and Final

Dividends were appropriate

and affordable.

Internal controls

Financial control

and reporting risk

updates

The Committee has maintained close oversight of the effectiveness of the Group’s financial reporting control environment,

ensuring reliability in financial reporting and the preparation of the Group’s financial statements. Throughout the year,

management provided regular updates on the risk and control self-assessment for financial control and reporting risk and

progress and results of the ongoing controls testing programme.

Where areas for enhancement have been identified, either through management’s testing, second or third-line assurance work, or

PwC’s internal control recommendations, the Committee has monitored the delivery of the actions agreed to address these areas

to ensure timely and sustainable improvements. An area of focus this year has been reducing reliance on manual journal entries,

where substantial progress has been achieved.

– Received assurance on the

effectiveness of the financial

reporting control

environment.

Whistleblowing

updates

The Committee maintained oversight of Quilter’s whistleblowing arrangements throughout 2025, receiving regular updates on the

effectiveness of the framework and the wider “Speaking Up” environment. It is important that these arrangements are designed to

foster an environment where employees feel safe to express concerns without fear of reprisal and with confidence that issues will

be addressed responsibly.

The Committee received reports on whistleblowing which covered the operation of Quilter’s confidential whistleblowing phone

line as well as the other mechanisms that support a positive “Speaking Up” culture, including Peakon colleague surveys. These

surveys measure employees’ comfort in raising concerns and provide real-time feedback on workplace views. The Committee has

reviewed details of whistleblowing complaints raised during the year and the associated investigations and outcomes, alongside

data on grievances. As part of its annual review, the Committee approved minor enhancements to the Whistleblowing Policy.

Additionally, the Committee reviewed the results of a benchmarking assessment by Protect UK, a whistleblowing charity, which

provided assurance on Quilter’s approach to fostering a “Speaking Up” culture and offered some helpful recommendations for

continuous improvement that management has implemented.

You can read more about “Speaking Up” at Quilter on page 22.

– Approved the Whistleblowing

Policy.

Strategic Report Other information

Quilter plc Annual Report 2025

Financial statementsGovernance Report

Board Audit Committee Report continued

Reports Summary of discussions and activity Outcomes

Internal controls

(continued)

Client assets

updates

Ensuring compliance with client assets regulations is critical to protecting customers’ interests. During the year, the Committee

received regular updates from management, the second-line Risk function, and Internal Audit on the adequacy and effectiveness

of client assets controls across all relevant Quilter entities. These reports have enabled the Committee to monitor breach volumes

and root cause analysis, assess the performance of third-party suppliers managing client assets arrangements in certain parts

ofthe business, and oversee management’s ongoing work to continuously enhance controls and processes. The Committee also

received reports from PwC on the findings of their client assets audits and any control recommendations raised.

– Received assurance on the

effectiveness of the controls

in place to safeguard client

assets.

UK Corporate

Governance Code

2024 updates –

material controls

The Committee monitored ongoing work to prepare Quilter to meet the enhanced disclosure requirements under Provision 29

ofthe Code on material controls, which will apply from the 2026 Annual Report. During the year, the Committee reviewed progress

in defining material controls and assessing their adequacy and effectiveness, which leverages existing assurance processes, risk

event monitoring, and governance oversight. It also considered the results of an initial dry run of the assessment process and a

targeted assurance review by Internal Audit to support development of management’s approach. The Committee will continue

tooversee this area in 2026.

– Noted progress towards

meeting the new disclosure

requirements under

Provision 29 of the Code.

Internal Audit

functional

updates

Internal Audit supports the Board and executive management by providing independent, objective assurance and advisory

services designed to add value and improve operations. It helps Quilter achieve its objectives through a systematic approach to

evaluating and enhancing the effectiveness of risk management, control, and governance processes. The scope of Internal Audit’s

activities covers all businesses owned, controlled, and governed by Quilter. The Committee oversees the remit, objectives, and

performance of the Internal Audit function and works closely with the Chief Internal Auditor on these matters.

During the year, the Committee reviewed and approved the Internal Audit Charter, which defines the function’s purpose, scope,

and responsibilities, as well as its strategy, which sets out how the function will fulfil its mandate and objectives. The Charter is

available on our website at plc .quilter.com. The Committee monitors the success of the Internal Audit function in achieving its

strategic goals through a balanced scorecard, which is reviewed periodically to ensure it remains appropriate. The Committee

monitored progress against Internal Audit’s Continuous Improvement Plan and noted enhancements during the year, including

improved audit efficiency and greater integration of data analytics.

The Committee is satisfied that the essential conditions required under the Global Internal Audit Standards, published by

theInstitute of Internal Auditors, are in place to enable Internal Audit to achieve its purpose and mandate. The function’s

self-assessment against the updated Global Internal Audit Standards and the Internal Audit Code of Practice, published by the

Chartered Institute of Internal Auditors, concluded that it generally conforms.

The Committee held a joint meeting with the Board Risk Committee to review, challenge, and approve the Risk and Internal Audit

Plans for 2026. The Internal Audit Plan is designed to provide assurance on the effectiveness of controls for Quilter’s key risks,

including the sustainability control framework and disclosures. The Committee considered the planning approach, ensuring the

Plan is risk-focused and reflects Quilter’s strategic priorities, material outsourcing arrangements, and regulatory requirements,

including the Consumer Duty. It was satisfied that, based on the Chief Internal Auditor’s assessment, the necessary resources,

skillsets, and budget are in place to deliver the 2026 Internal Audit Plan. The Plan includes appropriate contingency to allow

flexibility in responding to unexpected demands, and any proposed changes to the Plan are presented to the Committee for

approval as they arise.

– Approved the Internal Audit

Charter and Strategy.

– Approved the 2026 Internal

Audit Plan in collaboration

with the Board Risk

Committee.

Key areas of Committee focus

Quilter plc Annual Report 2025

Key areas of Committee focus

Reports Summary of discussions and activity Outcomes

Internal Audit

(continued)

Internal Audit

activity updates

Throughout 2025, the Chief Internal Auditor presented quarterly reports to the Committee on progress against the Internal Audit

Plan and the outcomes of their assurance work. These reports included Internal Audit’s analysis of the effectiveness of audited

control environments and processes, along with management actions agreed to address any issues identified. The Chief Internal

Auditor also reported on management’s response to findings, including the extent to which issues had been self-identified.

Whereappropriate, senior executives were invited to attend Committee meetings to discuss audit findings within their areas of

responsibility. The pace and effectiveness of management remediation activity was closely monitored by the Committee as a key

indicator of the maturity of the Group’s control environment and risk culture.

In addition, the Chief Internal Auditor provided biannual opinions on Quilter’s governance, risk, and control frameworks, offering

aholistic view of the control environment, highlighting areas of positive progress and those requiring further management action.

– Discussed the findings from

the assurance work

conducted by Internal Audit

and the opinion of the Chief

Internal Auditor on the

Group’s control environment.

– Monitored management

remediation activity to

address audit findings.

Internal Audit

effectiveness

As reported last year, an external quality assessment of Internal Audit was completed in 2024. In 2025, the Committee monitored

progress on implementing the enhancement measures identified by this assessment, which have been addressed and

incorporated into the function’s Continuous Improvement Plan.

Towards the end of the year, the Committee commissioned an internally facilitated effectiveness review of Internal Audit, gathering

feedback from key stakeholders across the Group. The review confirmed that the function operates effectively and is regarded

asa respected source of assurance that adds value to the control environment and provides meaningful insights to senior

leadership. Internal Audit’s independence and integrity remain core qualities underpinning its credibility and impact. The review

also identified themes to support further continuous enhancement.

– Noted the results of the

annual effectiveness review

of Internal Audit.

Regulatory

compliance and

reporting

Climate-related

financial

disclosures

The Committee oversees the principles, policies, and practices adopted in preparing the Group’s climate-related disclosures.

It received regular updates on the production of our Task Force on Climate-related Financial Disclosures (“TCFD”) reporting,

including the processes and controls in place to ensure compliance with reporting regulations and the integrity of the metrics

andunderlying data. The Committee agreed the assurance approach for our TCFD reporting for 2025 and oversaw the limited

assurance work performed by PwC, satisfying itself that the TCFD Report meets the required disclosure standards.

The Group’s climate-related disclosures are set out on pages 27 to 36 of the Strategic Report and in a separately published TCFD

Report, available on our website at plc.quilter.com/tcfd.

– Approved the assurance

approach for TCFD reporting

in 2025.

– Recommended the 2025

TCFD Report to the Board

forapproval.

UK Solvency II

reporting

The Committee oversaw the Group’s 2024 UK Solvency II reporting, receiving detailed reports from the Finance and Actuarial

teams on the robustness of the processes for producing and reviewing disclosures, as well as a report from PwC on their audit

ofthose disclosures.

Towards the end of the year, the Committee reviewed and challenged updates to the methodology and actuarial assumptions

proposed for the Group’s 2025 year-end UK Solvency II reporting. PwC reported to the Committee on the reasonableness of

management’s assumptions.

– Recommended the Group’s

2024 UK Solvency II reporting

to the Board for approval.

– Approved the methodology

and assumptions for the

Group’s UK Solvency II

reporting for 2025.

Board Audit Committee Report continued

Strategic Report Other information

Quilter plc Annual Report 2025

Financial statementsGovernance Report

onsignificant accounting judgements and

estimates. PwC contributed strongly to discussions

on the Group’s financial statements, financial

reporting processes, and key accounting

judgements. They provided challenge on areas

including management’s approach to impairment

assessments and acquisition accounting, and

management’s assumptions in determining the

customer remediation exercise provision.

To inform its assessment of audit effectiveness,

the Committee continues to use Audit Quality

Indicators, a series of metrics that provide insight

into factors influencing audit quality. The

indicators used for this year’s audit were

consistent with those applied in the prior year,

with the addition of a new measure assessing

howtechnology is applied during audits and the

benefits it delivers. PwC reports to the Committee

on its performance against these measures.

In line with its Terms of Reference, the Committee

annually reviews the effectiveness of the external

auditors. The 2025 review was conducted using

aquestionnaire completed by key stakeholders

across the Group who had regular interactions

with PwC during the audit. Participants assessed

PwC’s performance across criteria including

independence, objectivity, industry knowledge,

sufficiency of resources, and service quality.

Overall, the results confirmed that PwC continues

to deliver an effective and high-quality audit

service, with a small number of areas identified

forfurther enhancement. PwC scored highly for

independence, integrity, and objectivity, providing

further assurance over audit quality.

During the year, the Committee also received a

summary of the FRC’s 2024/25 Audit Quality

Inspection and Supervision Report, highlighting

key inspection findings for PwC and their response.

External audit

The Committee is responsible for overseeing the

Group’s relationship with its external auditors

andthe effectiveness of the audit process. The

Committee approves the terms of engagement

with PwC and the audit fee, and PwC attend all

meetings of the Committee.

Oversight and assessment of audit quality

In supporting a robust and high-quality external

audit, the Committee’s work during the year

included:

– ensuring the external audit plan was appropriate

and receiving assurance on PwC’s continued

independence;

– reviewing regular and detailed reports from PwC

throughout 2025, covering all aspects of their

audit work. These included areas where they

challenged management and the outcomes

ofthose challenges, as well as regulatory and

industry updates to keep the Committee

informed of developments in accounting,

auditing, and reporting;

– reviewing PwC’s internal control

recommendations and assessing management’s

response; and

– holding separate meetings between the

Committee Chair and the lead external audit

partner ahead of each Committee meeting to

ensure discussions were appropriately focused

and provided challenge to management’s

conclusions and the audit work performed.

TheCommittee also holds private meetings with

PwC, without management present, at least

twice a year.

The Committee considers the level of professional

scepticism and challenge applied by PwC when

reviewing reports on their audit work and

regularly seeks PwC’s independent perspective

Non-audit fees

The Committee monitors the provision of

non-audit services by PwC to ensure their

independence and objectivity are maintained.

Inaddition to receiving reports from PwC on their

independence, the Committee also reviewed

reports from management detailing the non-audit

services provided by PwC and consultancy

support from other leading audit firms.

During the year, the Committee reviewed and

recommended to the Board for approval the

Group’s policy on non-audit services, which

defines permitted non-audit services and sets

thresholds for their prior approval. This policy

supports Quilter in meeting UK auditor governance

and independence requirements to ensure that

non-audit services do not impair, or appear to

impair, the auditor’s independence or objectivity.

In 2025, the Group’s total fees for non-audit

services remained well below the 70% fee cap

setby the Financial Reporting Council.

Tenure and lead partner

PwC has served as the Group’s statutory auditor

since the 2020 year-end reporting period,

following a formal tender process in 2019.

Sandra Dowling became lead audit partner after

the 2025 Annual General Meeting, succeeding

Mark Pugh, who stepped down after five years

inline with mandatory audit partner rotation

requirements. The Committee oversaw this

transition, which was implemented effectively

witha robust handover, ensuring continuity of

knowledge and understanding of Quilter.

The Company complied with the Statutory Audit

Services for Large Companies Market Investigation

(Mandatory Use of Competitive Tender Processes

and Audit Committee Responsibilities) Order 2014

for the financial year ended 31 December 2025.

TheCommittee is satisfied with PwC’s performance,

independence and objectivity, and therefore has

nocurrent intention of tendering for alternative

statutory auditors before the end of the required

ten-year period. A competitive tender process is

expected to be conducted in 2029 for the 2030

year-end reporting period. This approach is

considered to be in the best interests of

shareholders, balancing the benefits of continuity

and PwC’s deep understanding of our business

withthe fresh perspective provided by the new lead

audit partner. The Committee will keep this matter

under review. PwC will be recommended for

re-appointment by shareholders at Quilter’s Annual

General Meeting in May 2026.

External auditors’ remuneration

Year ended

31December

2025

£m

Year ended

31December

2024

£m

Fees payable to the Group auditors and their associates for the audit of

Parent Company and Group consolidated financial statements 1.6 1.6

Fees payable to the Group auditors and their associates for other services:

− Audit of the financial statements of the Group subsidiaries 2.0 2.5

– Audit-related assurance services 1.0 1.1

Fees for other assurance services 0.5 0.7

Total Group auditors’ remuneration 5.1 5.9

Key areas of Committee focus

Board Audit Committee Report continued

Quilter plc Annual Report 2025

Board Risk Committee Report

Dear shareholder

I am pleased to present the Board Risk Committee

(the “Committee”) Report, which provides an

overview of the Committee’s work during 2025.

Against a backdrop of continued macroeconomic

uncertainty, geopolitical tensions and regulatory

developments, the Committee met regularly

during the year to support the Board in the

oversight and management of risk throughout

theGroup. The Committee actively monitored the

external environment and advised the Board on

Quilter’s current and forward-looking risk profile.

Financial risks have been well managed and

Quilter continues to maintain strong capital and

liquidity positions. We challenged management on

risk exposures, oversaw reviews of capital, liquidity

and solvency models, and considered stress and

scenario testing to support resilience and prudent

management within the agreed risk appetite.

Strong risk management remains central to

delivering good outcomes for all stakeholders.

Quilter’s Risk Management Framework enables

proactive oversight through clear metrics and

timely management information. During 2025,

wemonitored the maturity of the Risk and

ControlSelf‑Assessment and internal control

effectiveness, which will support the

enhancements required under Provision 29

oftheUK Corporate Governance Code 2024

(the“Code”). We challenged and supported

management’s data governance improvements

toreinforce risk reporting integrity and strategic

decision-making. We also refined our approach

toidentifying and assessing emerging risks,

supporting strategic planning and Quilter’s ability

to anticipate, prepare for and adapt to risks that

are not yet fully materialised but could impact

operations, strategy or reputation in the future.

Further details are provided in the Risk review

onpages 44 to 48.

Consumer Duty continued to be a key area of

focus. The Committee assessed and challenged

the second annual Consumer Duty Board

Assessment for the Group. We reviewed actions to

improve customer journeys, strengthen support

for customers in vulnerable circumstances and

enhance the adviser experience. In doing so, we

considered conduct risk indicators, trends in

complaints data and customer service metrics to

help support the delivery of good outcomes and

ensure Quilter meets regulatory expectations in

aconsistent and sustainable way. The Committee

continued to monitor progress throughout the

year and has requested enhancements to

customer insight reporting to help identify any

additional improvements for management to

implement forthe benefit of our customers.

The Committee’s role includes overseeing the

effectiveness of risk management and internal

control systems across financial, operational

andcompliance activities. We maintained regular

engagement with the Interim Chief Risk Officer

and senior management to ensure timely and

comprehensive risk reporting and insight and kept

risk appetite and tolerance levels under review

throughout theyear. In conjunction with the

Board Audit Committee, we also reviewed internal

control effectiveness in line with the Code.

The Committee oversaw non‑financial risks,

including operational resilience, change

management, cyber and information security

andfinancial crime risk, receiving regular updates

on the delivery of strategic technology-related

programmes and challenged management on

effective controls, clear accountability and timely

remediation. We assessed climate-related

financial risks within the risk framework and

shareholders can read more in the TCFD Report

which is published alongside this report.

Finally, I would also like to express the

Committee’ssincere thanks to our Interim Chief

Risk Officer, Nick Sacre-Hardy, for his leadership

and stewardship of the Risk function during

theyear. Nick’s contributions have ensured

continuity,strengthened our risk capabilities

andsupported the Committee’s work. We were

also pleased to welcome our new Chief Risk

Officer, Margaret Ammon, who joined Quilter

inMarch 2026.

Neeta Atkar CBE

Chair

Committee membership and attendance

Scheduled

meetings

Ad hoc

meetings

Neeta Atkar CBE (Chair) 4/4 1/1

Moira Kilcoyne 4/4 1/1

Alison Morris 4/4 1/1

George Reid 4/4 1/1

Chris Samuel 4/4 1/1

Neeta Atkar CBE

Chair

55%

22%

13%

10%

2025

42%

19%

20%

19%

2024

Committee activityCommittee gender diversity

40%

60%

Female

Male

Committee activity 2025 2024

Top risk oversight

Regulatory change

Risk governance and remuneration

Risk appetite, profile and capital

andliquidity

Strategic Report Other information

Quilter plc Annual Report 2025

Financial statementsGovernance Report

Board Risk Committee Report continued

Key areas of Committee focus

The Committee discharged its responsibilities in 2025 by overseeing the management of internal and external risks. The table below highlights where the Committee spent its time during the year and the key outcomes.

Report Summary of discussions and activity Outcomes

Top risk

oversight

Chief Risk Officer’s

report

Review of top risks

The Committee discussed quarterly updates from the Interim Chief Risk Officer on his assessment of the top risks facing Quilter. You can

read about the Group’s assessment of our top risks and how these are identified, managed and mitigated in the Risk review on pages 44 to

48.

Review of emerging risks

The Committee considered updates on the emerging risks to Quilter, which are less certain in terms of timescales and potential impacts

from the external environment. The Committee reviewed management’s assessment of these risks and challenged the proposed mitigating

actions. Details of the near‑, medium‑ and longer‑term emerging risks identified for Quilter can be found in the Risk review on page 48.

Risk Management Framework and internal controls

The Committee reviewed and approved changes to the risk categorisation model and certain policies underpinning the Risk Management

Framework.

The Committee reviewed proposed enhancements to the Risk and Control Self‑Assessment Framework that supports the timely

identification, assessment and mitigation of key operational risks.

Regulatory engagement

The Interim Chief Risk Officer provided analysis and commentary on the interactions with our regulators, including regulatory change that

impacts our customers and our business.

Risk events

The Interim Chief Risk Officer briefed the Committee, as required, on the root cause analysis of risk events together with the proposed

control enhancements to minimise the risk of reoccurrence.

– Challenged and evaluated

whether the top risks have

been correctly identified

andwhether management

actions to mitigate the risks

are appropriate.

– Agreed that emerging risks

had been appropriately

identified and are monitored

and managed accordingly.

– Recommended risk

categorisation model

changes to the Board for

approval.

– Enhanced internal controls

that are appropriate to

protect our customers

fromharm.

Committee responsibilities

– Oversees risk strategy.

– Recommends the total level of risk Quilter is prepared to take (risk appetite).

– Monitors the Group’s risk profile.

– Assesses the top and emerging risks.

– Monitors and reviews the internal control framework.

– Oversees the effectiveness of the Risk and Compliance function.

Committee governance

The Board Risk Committee currently comprises five independent Non‑executive Directors. Details of the

skills and experience of the Committee members can be found in their biographies on pages 53 to 55.

Committee Performance Review

As part of the 2025 Board Performance Review, the Board has assessed that the Committee membership

isappropriate in providing challenge and oversight and that the Committee is operating effectively.

Discharging our responsibilities

The Committee reviewed its activities over the previous 12 months against its Terms of Reference and

confirmed that it had fully discharged its responsibilities in line with its remit. The Terms of Reference are

available at plc.quilter.com.

Attendance

The Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Risk Officer and

Chief Internal Auditor regularly attend Committee meetings. The Group Chair and, on occasion, other

Non-executive Directors attend Committee meetings for specific matters.

At a glance

Quilter plc Annual Report 2025

Board Risk Committee Report continued

Key areas of Committee focus

Report Summary of discussions and activity Outcomes

Top risk

oversight

(continued)

Money Laundering

Reporting Officer

(“MLRO”) annual

report

The Committee reviewed the annual update from the Group’s MLRO which gives a Group‑wide view of the anti‑money laundering and

counter terrorist financing operating environment and associated risks. The Committee oversaw ongoing enhancements during the year to

financial crime controls, including strengthened screening and transaction monitoring. This will remain an area of focus in 2026.

– Reviewed and noted the

MLRO annual report.

Risk and

Compliance

function plans

The Committee reviewed the Risk and Compliance function plans and received regular updates on progress throughout the year. This

included monitoring resourcing and the overall delivery of agreed activity. Adjustments to the plans were approved by the Committee where

necessary.

– Approved the Risk and

Compliance function plans

for 2026.

Strategic

programme

delivery

The Committee was updated regularly on key strategic programmes, such as the Advice Transformation Programme, that include

enhancements to technology to support customers and improve the productivity of advisers. The Committee discussed delivery timelines

and management’s strategy to safely mitigate the identified top risks.

– Challenged management

onthe quality and timeliness

of delivery of strategic

initiatives.

Third‑party risk

management

The Committee received an update on the progress to strengthen the Third‑Party Risk Management Framework to optimise value, control

costs, and manage risk across the third-party lifecycle. Progress to enhance supplier due diligence and assurance, including systemic

reviews of technology partners, was noted.

– Enhancements to the

Third‑Party Risk Management

Framework were

implemented in the year.

Data Protection

Officer’s report

The Data Protection Officer’s report included an assessment of data privacy risk. This assessment detailed the adequacy of data protection

policies, procedures and governance arrangements to mitigate data protection risks and comply with data protection legislation.

– Noted the assessment of

data privacy risk and agreed

that it remained appropriate.

Risk appetite,

profile and

capital

andliquidity

Risk appetite

review

The Committee considered some modest changes to the Group’s risk appetite statements and key indicators. – Recommended changes to

risk appetite statements and

key indicators to the Board

for approval.

Capital and

liquidity risk

The liquidity and solvency of the regulated entities within the Group were reviewed by the Committee. The Committee challenged the

proposed changes to capital and liquidity risk appetite thresholds to ensure that they remained appropriate. The Committee noted that

Quilter remains strongly capitalised and has operated within capital and liquidity risk appetites during the year.

– Recommended updated

capital and liquidity

thresholds to the Board

forapproval.

Own Risk and

Solvency

Assessment

(“ORSA”) and

Internal Capital

Adequacy and Risk

Assessment

(“ICARA”) reports

The Committee reviewed and challenged the Group’s ORSA and ICARA processes throughout the year. This included detailed stress and

scenario testing which supports the assessment of financial resilience indicators, such as liquidity and solvency ratios for the Group and

key subsidiaries, as well as analysis and challenge of reverse stress testing. The Committee oversaw changes to the scenarios and stress

tests to broaden the focus of matters under review.

Corporate sustainability and ESG risk

During 2025, as part of the preparation of the ICARA and ORSA, the Committee reviewed a scenario relating to the financial risk of

sustainability and ESG in our propositions, including climate change. This scenario analysis focused on the risk of greenwashing.

– Enhanced set of scenarios

and stress tests.

– Recommended the Group

ICARA and ORSA Reports

tothe Board for approval.

Strategic Report Other information

Quilter plc Annual Report 2025

Financial statementsGovernance Report

Board Risk Committee Report continued

Key areas of Committee focus

Report Summary of discussions and activity Outcomes

Risk

governance

and

remuneration

Risk-adjusted

remuneration

The Committee, in conjunction with the Board Remuneration Committee and with input from the Interim Chief Risk Officer, considered the

relevant financial and operational risk factors to be taken into account in annual remuneration decisions.

– See the Directors’

Remuneration Report on

pages 82 to 105 for further

details on risk considerations

in remuneration outcomes.

Material Risk

Takers Framework

The Committee considered changes to the Material Risk Takers Framework as part of its annual review and reviewed the assessment

ofcolleagues deemed to be Material Risk Takers for Quilter.

– Approved the Material Risk

Takers Framework and the

Material Risk Taker

population.

Group Policy

Framework

The Committee endorsed the further simplification of the Risk Policy suite, which forms part of the Risk Management Framework and

reviewed an updated Quilter Customer Policy that had been integrated with the Product Governance Policy into a single, cohesive policy

document. The Committee reviewed a new Operational Resilience Policy that forms part of the Operational Resilience Framework to

facilitate the embedding of operational resilience across the Group.

– Endorsed management’s

proposal to further simplify

the Risk Policy suite.

– Approved the updated

Quilter Customer Policy.

– Approved the new

Operational Resilience Policy.

Conflicts of

interest

The Committee considered the approach to the identification and management of potential conflicts of interest across the Group.

TheCommittee reviewed the processes that support Quilter’s management of conflicts of interest together with the controls and

riskassessment performed.

– Endorsed the outcome of the

control and risk assessments

performed and satisfied itself

that the identification and

management of conflicts of

interest was appropriate.

Regulatory

change

Consumer Duty The Committee received regular updates on how management oversee, monitor and evidence Quilter’s delivery of good customer

outcomes in accordance with the Group’s strategy and the requirements of the Consumer Duty. Board members attended a Consumer

Duty briefing prior to the finalisation of the second Consumer Duty Board Assessments for the Group and our UK regulated subsidiaries.

The Committee reviewed the Consumer Duty Board Assessments and challenged management to enhance customer insight reporting

tohelp identify any additional improvements to implement for the benefit of our customers. The Committee endorsed theactions

identified by management to improve customer outcomes and continue to monitor progressagainst the agreedaction plans.

– The Committee oversaw

theassessment process for

the Group with the regulated

subsidiary boards approving

the Consumer Duty

assessments.

– The Committee

recommended the

overarching Consumer Duty

Action Plan to the Board.

Quilter plc Annual Report 2025

Board Risk Committee Report continued

Report Summary of discussions and activity Outcomes

Regulatory

change

(continued)

Operational

resilience

The Committee reviewed the annual self‑assessment of operational resilience, including proposed changes to our important business

services and impact tolerances.

– Approved the annual

self-assessment of

operational resilience,

including details of our

important business services

and impact tolerances,

onbehalf of the Board.

Task Force on

Climate-related

Financial

Disclosures

(“TCFD”) report

The Committee reviewed the climate‑related risks and opportunities section of the TCFD Report which had been assessed relative

toQuilter’s climate strategy.

– Recommended the climate

risks and opportunities

within the TCFD Report

totheBoard for approval.

Looking ahead

Areas of focus in 2026 will include oversight ofstrategic technology‑related programmes and change risk,

monitoring identified emerging risks including Artificial Intelligence, data governance and third-party risk, as

well as overseeing management to mitigate the risk of cyber threats and strengthen operational resilience.

The Committee will monitor the continued enhancement of financial crime controls, continue to monitor

conduct risk and oversee the delivery of good customer outcomes in accordance with the Consumer Duty.

The Committee will review capital strength, liquidity and stress testing as part of the prudential cycle to

support prudence and sustainability.

Internal controls

Throughout the year ended 31 December 2025, Quilter operated a system of internal control designed

toprovide reasonable assurance over the effectiveness of operations, including financial and operational

controls and compliance with applicable laws and regulations. Processes remain in place for identifying,

evaluating and managing the principal risks facing the Group, in line with the Financial Reporting Council’s

Guidance on Risk Management, Internal Control and Related Financial and Business Reporting.

The Board Risk Committee and the Board Audit Committee regularly review the effectiveness of internal

controls through reports from management and the Risk and Internal Audit functions. The Board Audit

Committee continues to monitor controls over financial reporting and the independence and effectiveness

ofinternal and external auditors (see pages 71 to 76 for further details).

In February 2026, the Board Risk Committee considered management’s assessment of the effectiveness

ofinternal controls as at 31 December 2025 and concluded that, based on this assessment, the controls

wereeffective. The Board subsequently endorsed this conclusion.

During the year, management continued to prepare for the implementation of changes introduced by the

Code, including the enhanced requirements under Provision 29 of the Code relating to the annual Board

review of the effectiveness of the Company’s risk management and internal control framework, which apply

from 1 January 2026. This work includes reviewing the evidencing of Quilter’s internal controls framework and

identifying opportunities for further enhancement to meet the new disclosure standards. The Board Audit

Committee isoverseeing this activity, and further detail can be found in the Board Audit Committee Report

on page 74.

Key areas of Committee focus

Strategic Report Other information

Quilter plc Annual Report 2025

Financial statementsGovernance Report

Board Remuneration Committee Report

Dear shareholder

On behalf of the Board Remuneration Committee

(the “Committee”), I am pleased to present the

Remuneration Report (the “Report”) for the year

ended 31 December 2025 and would like to thank

my predecessor, Neeta Atkar, for her chairing of

the Committee during the year and her ongoing

contribution. The Report sets out what the

Directors of the Company were paid in respect

of2025 and how the Committee met its

responsibilities and its decision-making.

It was pleasing to see theCompany build on the

momentum of the preceding year, maintaining its

position as the largest and fastest-growing retail

advised platform in the UK by assets and flows.

The business achieved industry-leading core net

inflows of £9.1 billion, equal to 8% of opening

AuMA, up from £5.2 billion and 5% in 2024 as it

continued to grow market share. This helped

contribute to top-line revenue growth of 5%

compared to the prior year, whilst the business

also maintained strong cost discipline, leading to

an adjusted profit result for 2025 of £207 million,

up 6% on 2024, and an operating margin of 30%,

up one percentage point on the prior year.

The Committee approved a 2025 short-term

incentive (“STI”) outcome of £1,031,000 (83% of

maximum) for Steven Levin and £797,000 (83%

ofmaximum) for Mark Satchel. This included

maximum achievement of the net inflow target

forthe second consecutive year as the Company

continued to outperform peers in both customer

segments and particularly in the Affluent IFA

channel. After careful consideration, the

Committee was satisfied that a maximum payout

for this measure was justified and appropriate.

The Committee also approved an outcome of

97.4% of maximum for the 2023 long-term

incentive (“LTI”) award, reflecting the strong

performance of the business over the last three

years. The Committee noted that it had applied a

windfall gains adjustment when the awards were

granted in consideration of share price volatility

atthe time and the absolute and relative fall in the

Company’s share price compared to the prior year.

The Committee was satisfied that the vesting

outcome was appropriate, that the growth in the

share price and the LTI outcome reflected the

strong underlying performance of the business

over the period, and that no discretionary

adjustments were required at vesting.

The Committee considered carefully the risk

profile of the business, including an assessment of

risk culture and risk events during 2025 to ensure

that all incentive outcomes appropriately reflected

the risk management of the business in line with

risk appetite. In particular, the Committee

reviewed the findings of the Skilled Person Review

of ongoing advice, which were published in May

2025. Last year, the Committee exercised its

discretion to reduce 2024 STI outcomes in

anticipation of the final review and in light of

the2024 provision for a customer remediation

programme. Since then, the Company has

engaged constructively with the regulator on the

outcome of the Skilled Person Report and moved

quickly to establish a customer remediation

programme and system and control improvement

programme, both of which are progressing in line

with committed timeframes. Furthermore, the

original provision made in 2024 has been reduced

by £20 million in 2025. As such, the Committee

concluded that no further adjustments were

required to 2025 incentive outcomes.

In 2025, the Committee reviewed the Executive

Directors’ salaries to ensure they remain

appropriately positioned to motivate, retain and

reward their continued strong leadership of the

business. As signalled in the 2024 Remuneration

Report, the Committee undertook a detailed

review of Steven Levin’s salary during the year

and, after consulting with shareholders, concluded

that an exceptional one-off increase from 1 April

2026 was appropriate, increasing his base salary

from £625,000 to £750,000. On appointment,

Steven’s salary was set at a discount of

approximately 15% to his predecessor. This

change unwinds that discount, reflecting Steven’s

progression and increased market experience in

the Chief Executive Officer role over the last three

years. It also recognises the exceptional

performance and significant business success

Steven has delivered during histenure, including

more than an 80% increase inthe share price,

growth in market share and improvement in the

operating margin from 22% in2022 to 30% in

2025. Further details are contained in the Report.

The Committee also approved an increase of 4%

for Mark Satchel from 1 April 2026 in line with the

average increase for the wider workforce.

Full details of the 2025 STI and 2023 LTI outcomes,

as well as the awards and salaries for 2026, are set

out in the Report.

Progress against certain key diversity targets,

which formed part of the STI performance

assessment, remains challenged. The proportion

of female and ethnically diverse colleagues in

senior roles stood at 39% and 7% respectively at

the end of 2025, compared to 41% and 6% in the

prior year. This was driven by small changes inthe

incumbent population. For 2025, we have also

reported a mean gender pay gap of 29% and a

mean gender bonus gap of 63%, both higher than

the gaps in 2024. Whilst progress against these

measures is not expected to be linear, actions

tosharpen delivery of the Inclusion and Diversity

Action Plan will be a priority for 2026. Pleasingly,

colleague engagement remains strong and ended

the year at a record high of 8.2/10.

I would like to thank shareholders for their

ongoing support and constructive engagement on

remuneration matters. It was particularly pleasing

to receive over 95% of votes in favour of the 2025

Directors’ Remuneration Policy (the “Policy”) at the

2025 AGM.

Chris Hill

Chair

Committee membership and attendance

Scheduled

meetings

Ad hoc

meetings

Chris Hill (Chair)

6/6 2/2

Neeta Atkar CBE

6/6 2/2

Ruth Markland 6/6 2/2

Alison Morris 6/6 2/2

Appointed as Chair with effect from 1 October 2025.

Stepped down as Chair with effect from 30 September 2025 but

remains a member of the Committee.

Chris Hill

Chair

Quilter plc Annual Report 2025

Board Remuneration Committee Report continued

Committee responsibilities

– Sets the overarching principles and parameters of remuneration policy across Quilter.

– Considers and approves remuneration arrangements for Executive Directors, senior executives and the

Company Chair.

– Considers the impact of risk matters on remuneration.

– Approves individual remuneration awards.

– Agrees changes to senior executive incentive plans.

Committee governance

The Committee currently comprises three independent Non-executive Directors and the Chair of the Board,

who was independent on appointment.

Details of the skills and experience of the Committee members can be found in their biographies on pages

53 to 55.

Committee Performance Review

As part of the 2025 Board Performance Review, the Board has assessed that the Committee membership

isappropriate in providing challenge and oversight and that the Committee is operating effectively.

Discharging our responsibilities

The Committee reviewed its activities over the previous 12 months against its Terms of Reference and

confirmed that it had fully discharged its responsibilities in line with its remit. The Terms of Reference are

available at plc.quilter.com.

Attendance

The Chief Executive Officer, Chief Financial Officer, Human Resources Director, Reward Director and the

Committee’s independent remuneration adviser regularly attend Committee meetings, except when it

would not be appropriate for them to do so. Attendees do not take part in decisions relating to their own

remuneration and potential conflicts are suitably mitigated.

At a glance

Considerations for the year ahead

Following shareholder approval of the Policy at the 2025 AGM, the Committee remains focused on the

implementation of the Policy in 2026 to ensure it continues to appropriately motivate, retain and reward

the Executive Directors for delivery of the Company’s strategy. The metrics for the 2026 STI and the

metrics and targets for the 2026 LTI are set out on page 104. The targets for the STI will be disclosed

retrospectively in next year’s report in line with normal practice.

Looking further ahead, the Committee will continue to reflect on the structure of executive

remuneration and whether the overall remuneration structure and opportunity for our Executive

Directors remains appropriate to support the Company’s strategy. The Committee will keep this under

review over the coming year, and to the extent any changes to the Policy are envisaged ahead of the

triennial cycle, we will consult with shareholders as appropriate.

Committee activity 2025 2024

Discretionary and all-employee

remuneration schemes

Risk and governance

Specific remuneration arrangements

Group Remuneration Policy

36%

26%

31%

2025

40%

19%

28%

13%

2024

Committee activityCommittee gender diversity

25%

75%

Female

Male

Strategic Report Other information

Quilter plc Annual Report 2025

Financial statementsGovernance Report

Key areas of Committee focus

Board Remuneration Committee Report continued

The table below gives an overview of the Committee’s work during the year, including its consideration of significant issues relating to the financial statements, and key outcomes.

Summary of discussions and activity Outcomes

Group

Remuneration

Policy

Remuneration Policy implementation

The current Policy, which was approved by shareholders at the 2025 AGM, is considered to have operated as intended in 2025 and been effective in incentivising and

rewarding the Executive Directors for executing the Company’s strategy in the interests of all stakeholders. The Policy was largely anevolution of the 2022 Policy, with

minor changes in application aimed at simplifying the STI and LTI scorecards to ensure the metrics and weightings appropriately align with, and reinforce delivery of, the

next phase of the Company’s strategy. Full detail of the Policy is set out in the 2024 Report.

– The Policy was

approved bymore

than 95% of

shareholders at the

2025 AGM and

implemented in 2025

as set out in the 2024

Report.

Discretionary

and all-

employee

remuneration

schemes

Key performance highlights

– Adjusted profit was £207 million for 2025, up 6% on £196 million in 2024, with an operating margin of 30%, up one percentage point on 2024.

– Core net inflows of £9.1 billion, equal to 8% of opening AuMA were up materially on the prior year result of £5.2 billion (5% of opening AuMA), reflecting the business’s

continued flow momentum and market share gains in the Affluent IFA channel where strong inflows into the market-leading WealthSelect MPS range continued, with

assets surpassing £25 billion at the end of 2025, up from £18 billion in the prior year.

– The business concluded Phase Two of its Business Simplification programme in 2025, delivering £52 million of run-rate savings against a Phase Two target of £50 million,

bringing the total run-rate savings realised by the programme since 2022 to £97 million, supporting a material improvement inoperating margin from 22% to 30% over

the same period.

– The Company maintained and sharpened its focus on customer excellence in 2025, which was upweighted in the STI scorecard from 10% to 20%. Thebusiness

achieved net promoter scores of 60 and 71 over the year in its Affluent and High Net Worth segments and achieved Trustpilot scores of 4.5 and 4.7 respectively, all of

which compare favourably to peers and industry standards. It continues to embed and mature its broader suite ofcustomer reporting that underpins the principles of

the Consumer Duty, with both segments reporting positively against the customer KPIs.

– Good progress was made in key aspects of strategy execution as the Company built on its strong operating momentum, including the Quilter brand campaign in Q4,

which received positive reviews and strong customer engagement, continued delivery of the Strategic Adviser Transformation and Wealth Management Transformation

programmes, the execution of multiple complementary acquisitions and the development of AI capabilities.

Short-term incentive outcome

The adjusted profit outcome of £207 million was significantly ahead of the STI target of £194m, generating an outcome of 67% of maximum for STIpurposes, whilst core

net inflows of 8% of opening AuMA exceeded the maximum target of 6% for STI purposes. The Committee was satisfied that amaximum outcome for the net flows

metric was justified, reflecting the performance achieved, which was well ahead of market expectation at the start of the year when the targets were set. The aggregate

outcome for both Executive Directors for the financial element of the STI scorecard, which accounts for 60% of the total scorecard, was 81% of maximum.

Overall performance against the customer and personal elements of the scorecard, which each account for 20%, was assessed to be strong and at asimilar level to that

of the prior year. The customer score, which reflects a combination of operational, risk, service and satisfaction KPIs, as well as anassessment of strategic customer

progress, was 86% of maximum. The personal scores for Steven Levin and Mark Satchel, which reflect a holistic assessment of individual performance against the key

personal objectives, strategy execution and responsible leadership, were 90% of maximum forSteven Levin and 85% of maximum for Mark Satchel. The aggregate

outcome for the non-financial measures, which account for 40% of the total scorecard, was 88% of maximum for Steven Levin and 86% of maximum for Mark Satchel.

Overall, this resulted in STI outcomes of 83% of maximum for both Executive Directors. Full details of the STI awards are set out on pages 93 to 96 of the Report. The

Committee considered these outcomes to be reflective of the strong performance of the business and personal performance of both Executive Directors during the

year.

– A strong set of

financial results and

strategic progress

informed the

Committee’s

assessment of

performance and

decision-making in

respect of 2025

incentive outcomes.

– The Committee

approved

STIoutcomes of 83%

of maximum for both

Executive Directors,

compared to

outcomes of 77% for

the Chief Executive

Officer and 74% for

the Chief Financial

Officer in the prior

year.

– The Committee was

satisfied that these

outcomes were

reflective of underlying

performance and

appropriately aligned

performance and

reward forthe

Executive Directors.

Quilter plc Annual Report 2025

Key areas of Committee focus

Board Remuneration Committee Report continued

Summary of discussions and activity Outcomes

Discretionary

and all-

employee

remuneration

schemes

(continued)

Long-term incentive outcome

The 2023 LTI award for the three-year performance period that ended on 31 December 2025 was weighted 40% on cumulative EPS, 25% on TSR relative to the FTSE 250

excluding investment trusts, 25% on the operating margin achieved in 2025, 7.5% on the Company’s 2025 score against the Principles for Responsible Investment

Framework and 2.5% on the Company’s 2025 Scope 1 and 2 emissions.

The business exceeded the maximum target across four out of the five metrics, including earnings growth, relative TSR, operating margin and operational emissions.

Overall, this resulted in an LTI outcome of 97.4% of maximum for both Executive Directors. The Committee considered whether an outcome close to maximum was

justified by underlying performance and whether any adjustments were required at vesting for the consideration of risk and/or windfall gains. The Committee noted that

ithad proactively applied a windfall gains adjustment to the awards when they were granted – a reduction in award value equal to 23 percentage points of salary – in

consideration of the absolute and relative fall in the Company’s share price at the time compared to the prior LTI grant. After careful consideration, it concluded that no

further discretionary adjustment was required to the formulaic outcome and that it appropriately aligned management and shareholder experience over the period,

reflecting the strong business performance achieved through management actions, including disciplined expense management, improved flow performance and

significant market share gains.

The awards will vest on 3 April 2026, with the net vested shares subject to a minimum two-year post-vesting holding period and subject to clawback during that period.

Full details of the 2023 LTI outcome, the 2025 LTI award granted during the year, and the 2026 LTI award the Committee intends to grant are set out on pages 96 to 97

and 104 ofthe Report.

Wider workforce

The Committee reviewed key aspects of the pay and conditions for the wider employee base regularly throughout 2025. This included a detailed assessment of the

overall package construct and benefits offering for employees to ensure they continue to meet the evolving needs of a multigenerational workforce, updates to the

Company’s job architecture and approach to pay transparency, the workplace pension scheme and performance of the default fund, participation in the Quilter Save As

You Earn scheme, the design and operation of incentive schemes across the Group, and updates to the performance management, recognition and reward framework

toreinforce the Company’s desired culture. The Committee also considered employee sentiment on reward and broader organisational matters from data from the

Company’s engagement survey and insights from the Workforce Engagement Director, (the current Chair of the Committee).

The Committee approved a salary increase budget for the workforce of 4% for 2026.

– The Committee

approved anLTI

outcome of 97% for

both Executive

Directors.

– The Committee was

satisfied that the LTI

outcome was aligned

with underlying

performance and

theshareholder

experience over the

period and decided

that no adjustments

were required at

vesting, noting that it

had applied a windfall

gains adjustment of

23% of base salary

when the awards

weregranted.

Specific

remuneration

arrangements

Fixed remuneration

During the year, the Committee undertook a review of the salary positioning of the Chief Executive Officer. Since Steven Levin stepped into the role, he has overseen

aremarkable strengthening of the business, having refined Quilter’s strategy and sharpened execution against strategic priorities toimprove performance. Under his

leadership, the business has achieved a number of milestones, including significant growth in market share, a substantial increase in the share price of more than 80%

over his tenure, total Business Simplification savings of £97 million, and an increase in the operating margin from 22% in 2022 to 30% in 2025. In light of these

achievements, the Committee was mindful of the need to recognise Steven’s performance, role progression and his increased market experience in the Chief Executive

Officer role given the discounted nature of his original package on appointment.

The Committee undertook a thorough assessment of market relativity, including comparisons to Chief Executive Officer remuneration levels at other listed wealth and

asset management businesses and more general FTSE 250 Financial Services businesses. The peer businesses that the Committee looked at included Aberdeen, AJ Bell,

Rathbones, IntegraFin, Hargreaves Lansdown (pre-delisting), St. James’s Place, M&G and Schroders.

In addition to market data, the Committee also reflected on the following other factors to calibrate their proposed level of salary increase:

– Steven’s salary was conservatively positioned at a 15% discount to his predecessor at the time of appointment in November 2022 to recognise it washis first public-

listed Chief Executive Officer role. The Committee believes that his salary level should now reflect the additional market and role experience he has gained from the

strategic execution and strong performance of the business under his leadership over the last three years, and thatit is therefore appropriate to unwind the discount

initially applied on appointment.

– The proposed salary level of £750,000 would be below the salary level that would have been earned by his predecessor if he were still the incumbent ChiefExecutive

Officer, assuming a market-typical level of salary growth (3% per annum would imply a salary level of £760,000 in 2026).

– In consideration of

Company

performance, the

discount to his

predecessor, and

market positioning,

the Committee felt it

was appropriate to

apply the increase in

full in 2026 rather than

on a phasedbasis.

– The Committee

expects any future

base salary increases

to revert to more

normal levels aligned

with the wider

workforce.

Strategic Report Other information

Quilter plc Annual Report 2025

Financial statementsGovernance Report

Summary of discussions and activity Outcomes

Specific

remuneration

arrangements

(continued)

Guided by those factors, the Committee approved an exceptional one-off increase of 20% to Steven Levin’s base salary from £625,000 to £750,000 witheffect from

1April 2026. The increase brings Steven’s fixed pay and total remuneration opportunity more in line with peer company benchmarks. Recognising the peers included

some larger businesses, the adjustment brings the total target package closer to market but remains positioned between median and lower quartile on a target and

maximum basis. Against the FTSE 250 Financial Services benchmarks, where Quilter is above upper quartile in terms of market capitalisation, the adjustment positions

target and maximum pay between median and upper quartile.

In recognition that the increase for Steven Levin is significantly more than the Committee would normally apply and is higher than the average for the wider workforce,

the Committee engaged shareholders to explain the rationale prior to finalising its decision. The Company’s largest shareholders, whocollectively owned approximately

two-thirds of Quilter shares at the time of engagement, were approached on this matter. Those engaged were supportive of the proposed adjustment.

For the Chief Financial Officer, the Committee agreed an increase of 4% to Mark Satchel’s base salary from £486,500 to £506,000 with effect from 1 April 2026.

Theincrease for Mark Satchel was consistent with the average increase for other employees.

A review of Non-executive Director and Chair fees was also undertaken by non-conflicted members of the Board in consideration of prevailing market data and the

Directors’ responsibilities and time commitment under the Group’s governance structure. An increase to the fees was approved from 1 January 2026 as detailed on

pages 104 to 105 of the Report.

Responsible

leadership

Inclusion, diversity and culture

As at 31 December 2025, the proportion of females in our senior management population had fallen by two percentage points from the prior year to39%, which

marginally fell short of the 2025 target of 40% in the Company’s Inclusion and Diversity Action Plan. Ethnically diverse representation inthe same population was 7%, up

by one percentage point from the prior year, as the Company builds towards a 2027 target of 13%.

For 2025, we have reported a mean gender pay gap of 29%, two percentage points higher than the prior year, and a median pay gap of 31%, up one percentage point on

2024. Our mean gender bonus gap was 63%, up from 55% in the prior year, and the median bonus gap also increased from 45% to50%. The Company voluntarily reports

its ethnicity pay gaps on the same basis as gender pay gap reporting. The mean and median ethnicity pay gaps for 2025 were 19% and 11%, compared to 18% and 15% in

2024 respectively. The mean and median ethnicity bonus gaps were 56% and 42%, compared to 47% and 38% in the prior year.

Whilst the long-term trend for Quilter’s gender and ethnicity pay gaps is a narrowing since pay gap reporting began, the increases for 2025 reflect changes in the

underlying population, coupled with strong variable pay outcomes exacerbating the over-representation of males and non-ethnically diverse colleagues in highly paid,

revenue generating roles. These are systemic challenges for the industry and through our Inclusion and Diversity Action Plan we aim to move toward proportional

representation over the long term, which will contribute to lowering our pay gaps further.

Colleague engagement remained positive throughout 2025, ending the year at 8.2/10, a small improvement on the prior year score of 8.0 and ahead ofboth the

Company’s internal target and external Financial Services benchmark. More details on Quilter’s inclusion and diversity and broader People agenda are set out in the

Ourpeople section on pages 20 to 25.

– The Committee

recognised the

Company’s progress

against diversity and

culture targets within

the personal element

of the STI scorecard,

which reflects

performance in the

round against key

strategic priorities,

riskmanagement

effectiveness and

inclusive leadership.

Application of

malus

As set out on page 101, in consideration of the Ongoing Advice Review, the Committee suspended vesting of the previous Chief Executive Officer’s (Paul Feeney’s) share

awards that were originally due to vest in March/April 2025 until the Skilled Person Review had concluded and its findings had been fully considered. After careful

consideration, the Committee decided that a proportionate downward adjustment should be applied to Paul Feeney’s deferred STI awards to provide alignment between

past and present management on the impact of this matter. This was not a targeted individual adjustment and the Skilled Person Report did not identify individual

culpability. The Committee’s intention was to ensure fairness and parity and to treat Paul Feeney in the same manner as his peers, noting the historical nature of the

issue, his prior position as Chief Executive Officer and the adjustment applied to the current serving Executive Directors. The downward adjustment was determined on

the same basis as the 2024 STI outcomes for the current Executive Directors, for which, as detailed in the 2024 Report, the outcome of the profit metric was reduced

from 83% of maximum to an on-target result of 50% of maximum. Applying the same methodology to Paul Feeney resulted in a downward adjustment of £155.2k to the

value of his unvested deferred awards.

In line with the UK Corporate Governance Code 2024 requirements, the Committee confirms that there was no further application of malus and clawback provisions in

the reporting period.

– The Committee

decided to apply

malus to the former

Chief Executive

Officer’s share awards

on a consistent basis

with the adjustment

applied to the current

Executive Directors’

2024 STI outcomes in

consideration ofthe

impact of the Ongoing

Advice Review.

Board Remuneration Committee Report continued

Key areas of Committee focus

Quilter plc Annual Report 2025

At a glance – 2025 remuneration

3-year cumulative adjusted EPS

31.0p

2024: 27.9p

Total shareholder return ranking

95th percentile

2024: 73rd percentile

Operating margin

30%

2024: 29%

Principles for Responsible

Investment score

16.3 stars

2024: 15.2 stars

Scope 1 and 2 emissions

980 tCO

2024: 1,062 tCO

Key performance

indicators

Annual salary review (April 2025)

2024: 4%

Company pension contribution

10%

2024: 10%

Flexible benefits utilisation rate

56%

2024: 58%

SAYE new plan uptake

32%

2024: 21%

SAYE 2022 3-year Maturity (gain)

40%

Average gain at exercise on option

price of 117p

2024: 10% average gain

SAYE average saving (across

allplans)

£266 per month

2024: £259 per month

SAYE participation (across all plans)

48%

2024: 41%

SAYE maximum savers

(£500 per month across all plans)

31%

2024: 28%

Vesting outcome

97.4% of maximum

2024: 61.0% of maximum

Adjusted profit

£207m

2024: £196m

Core net flows

£9.1bn

2024: £5.2bn

Core net flows as percentage

of AuMA

2024: 5%

Short-term incentive

Long-term incentive

Wider workforceSingle figure

Salary

Benefits

Pension

STI

LTI

Minimum required

Owned shares

Unvested shares

Additional shares subject to performance conditions

Actual qualifying shareholding (as at 31 December 2025)

Steven Levin

£1,031,000

83% of max

(167% of salary)

2024: 77% of max

(154% of salary)

Mark Satchel

£797,000

83% of max

(165% of salary)

2024: 74% of max

(148% of salary)

Short-term incentive

Cumulative EPS (40%)

Relative TSR (25%)

Threshold 19.0p Max 28.0p

Threshold 50th Pctl

Max 75th pctl

Operating margin (25%)

Result 95th pctl

Result 30%

Result 16.3 stars

Result 980tCO

Result 31.0p

Responsible inv. (7.5%)

Scope 1&2 emiss. (2.5%)

Threshold 1,800 tCO

e Max 1,450 tCO

Threshold 23%

Threshold 12.0 Stars

Max 27%

Max 20.0 stars

Shareholding

Long-term incentive

Steven Levin

£4,154.7k

2024: £1,888.7k

£3,337.2k

2024: £1,947.5k

Mark Satchel

Adjusted proﬁt (35%)

Customer (20%)

Net ﬂows/AuMA (25%)

Threshold £155m

Threshold 2%

Threshold 25% Target 50%

Target £194m

Target 4%

Max £233m

Max 6%

Result 8%

Max 100%

Result 86%

Result £207m

Threshold 25% Target 50%

Steven Levin 90%

Mark Satchel 85%

Personal (20%)

Steven Levin

Mark Satchel

370% of salary

300% of salary

766% of salary

Strategic Report Other information

Quilter plc Annual Report 2025

Financial statementsGovernance Report

The current Policy was approved by shareholders at the 2025 AGM and can be found in full in the 2024 Report. The following pages provide a summary of the key elements of the Policy. The Policy is intended to be

clear, simple and aligned to the Company’s strategy and culture. It aims to provide proportionate reward to the Executive Directors for the delivery of superior business performance, achieved within risk appetite.

Remuneration elements for Executive Directors

The following pages outline the key components of Executive Director remuneration arrangements, subject to shareholder approval.

Elements Purpose and link to strategy Operation and performance Maximum opportunity

Fixed pay

Base

salary

To attract and retain Executive

Directors with the calibre,

personal skills and attributes to

develop, lead and execute the

Company’s strategy.

Base salaries are normally paid in equal monthly instalments during the year and reviewed annually with increases usually

effective 1 April. In reviewing base salaries, the Committee takes into account a number of factors and considers the direct

and indirect impact of any base salary increases on total remuneration.

There are no prescribed maximum

salary levels but any salary increases

will normally be in line with

percentage increases across the

wider workforce except in specific

circumstances where an exceptional

increase may be justified.

Benefits

To aid the attraction and retention

of top talent with a total package

that is market competitive.

The benefits currently provided to Executive Directors are in line with other Quilter employees and include:

– private medical insurance;

– life assurance; and

– income protection.

Executive Directors are also eligible to participate in the UK all-employee share plans on the same terms as other

employees, including the Company’s Share Incentive Plan and Sharesave Plan.

In line with other employees, there

isno maximum monetary level for

benefits as this is dependent on the

individual’s circumstances, market

practice and the cost to the

Company.

Pension

To provide a market-competitive

contribution towards retirement

that helps to attract and retain

top talent.

Executive Directors are eligible to receive employer contributions to the Company’s pension plan (which is a defined

contribution plan) or a cash allowance in lieu of pension contributions, or a combination. Contributions and/or a cash

alternative are paid monthly.

The level of pension funding for

Executive Directors is consistent with

the wider workforce. This is currently

10% of base salary.

Short-term

incentive

To align remuneration with

performance against financial

and non-financial targets and

personal goals, within the

Group’s risk appetite and taking

into consideration the Company’s

culture and values, on an annual

basis.

The STI plan uses a balanced scorecard of financial and non-financial performance measures, which are aligned with the

key strategic priorities of the business and designed to deliver sustainable shareholder value. The metrics, weightings and

targets are reviewed and set annually by the Committee taking into account business plans, market conditions and the

Company’s risk appetite. The majority of any annual bonus is subject to financial performance, with no less than 50% of the

scorecard weighted to financial metrics.

Pay-out levels are determined by the Committee following the year end based on performance against the targets and

objectives. The pay-out level for threshold performance is set at 25% of maximum, on-target performance is set at 50% of

maximum and maximum is set at 100%.

When determining the performance outcomes, the Committee, in conjunction with the Board Risk Committee, will consider

the nature and incidence of material risk events and risk issues against the Company’s risk appetite, as well as an overall

assessment of risk culture and risk management effectiveness. The Committee will apply collective and/or individual

risk-based adjustments to outcomes where necessary to ensure that all risk factors are appropriately reflected.

At least 50% of any STI award is normally deferred in the form of conditional awards under the Quilter plc Share Reward

Plan, which vests annually in equal annual instalments over a three-year period subject to the rules of the Share Reward

Plan. If required by regulation, deferral levels, vesting periods and/or holding periods may be amended from time to time to

ensure ongoing compliance with regulatory requirements.

Malus and clawback provisions apply to both the up-front cash and deferred share portions of STI awards as described in

further detail on page 87 of the 2024 Annual Report and Accounts.

The maximum STI opportunity is

200% of base salary.

Directors’ Remuneration Policy (summary)

Quilter plc Annual Report 2025

Directors’ Remuneration Policy (summary) continued

Elements Purpose and link to strategy Operation and performance Maximum opportunity

Long-term

incentive

To incentivise and reward Executive

Directors for achieving superior

long-term business performance that

creates shareholder value and

maximises sustainable shareholder

returns.

The LTI plan uses a balanced scorecard of performance measures, the majority of which will be financial measures, and

is designed to align with the business’s strategic priorities, deliver sustainable returns to shareholders and promote the

long-term, sustainable success of the Company for the benefit of all stakeholders. The metrics, weightings and targets

for each LTI award are reviewed and set by the Committee at the start of the performance period taking into account

business plans, market conditions and the Company’s risk appetite, and are disclosed prospectively in the Report each

year. The majority of any LTI award is subject to financial performance, with no less than 75% of the scorecard weighted

to financial metrics.

For each performance measure, a threshold target and maximum target is set. At threshold, 25% of the applicable

portion of the award vests, rising on a straight-line basis to 100% for attainment of levels of performance between

threshold and maximum.

When determining the performance outcomes, the Committee, in conjunction with the Board Risk Committee, will

consider the nature and incidence of material risk events and risk issues against the Company’s risk appetite, as well

asan overall assessment of risk culture and risk management effectiveness. The Committee has discretion to apply

risk-based adjustments as necessary, reducing award outcomes to nil if required, to ensure that all risk factors are

appropriately reflected.

LTI awards are made under the Quilter plc Performance Share Plan. Awards are normally granted annually in the form

of nil cost options and normally vest after three years subject to the achievement of performance conditions and

continued employment and are subject to a minimum post-vesting holding period of two years.

Malus and clawback provisions apply to LTI awards as described in further detail on page 87 of the 2024 Annual Report

and Accounts.

The maximum LTI opportunity is

200% of base salary at the time

ofgrant.

Shareholding

requirements

To align Executive Directors’ interests

with those of shareholders.

Executive Directors are required to build up and maintain a shareholding in the Company with a net-of-tax value at

least equal to 300% of gross-of-tax base salary. Executive Directors are expected to meet the requirement within five

years of appointment.

Vested and unvested (net of tax) awards under the Quilter plc Share Reward Plan that are not subject to performance

conditions are included in the calculation of an Executive Director’s shareholding for this purpose. Vested awards

under the Quilter plc Performance Share Plan that remain subject to a holding period but are no longer subject to

performance conditions are also included (net of tax).

Executive Directors are also required to hold shares for at least two years following cessation of their appointment.

There is no upper limit to the

shareholding an Executive

Director may accumulate.

Strategic Report Other information

Quilter plc Annual Report 2025

Financial statementsGovernance Report

Directors’ Remuneration Policy (summary) continued

Executive Director service agreements

All Executive Directors enter into service agreements with the Company. The service agreements are of indefinite duration, subject to termination by either party giving not less than six months’ notice. Service

contracts are available for inspection at the Company’s registered office.

Executive Director Notice period

Steven Levin 6 months

Mark Satchel 6 months

Termination of office policy

If the employment of an Executive Director is terminated, any compensation payable will be determined by reference to the terms of the service agreement in force at the time. As variable pay awards are not

contractual, treatment of these awards is determined by the relevant plan rules. Bad leavers are not entitled to any payment. The Committee may structure any compensation payments beyond the contractual

notice provisions in the contract in such a way as it deems appropriate as set out in the table below and taking into account the best interests of the Company.

Policy element Details

Notice

Normally six months’ notice.

– In certain cases, Executive Directors will not be required to work their notice period and may be put on garden

leave or granted pay in lieu of all or part of their notice period (“PILON”). PILON may be paid monthly or in a

lump sum, depending on circumstances.

– Holiday does not accrue when PILON is paid. During a period of garden leave, holiday that has accrued is

deemed to have been taken during the garden leave.

– Executive Directors will be subject to annual re-election at the AGM.

Treatment of annual incentive awards

Annual incentive awards will be made to good leavers (see below) based on an overall assessment of corporate

and personal performance and (normally) pro-rated for the period worked in the performance year of

termination.

– Delivered in line with normal Policy and timeline, including the application of deferral into shares.

Treatment of unvested LTI and deferred annual incentive share awards

All awards lapse except for good leavers (see below).

– LTI awards continue to the normal vesting date for good leavers

unless (exceptionally) the Committee applies

discretion to accelerate the vesting to the termination date. In each case, the number of shares released shall

be based on the achievement of performance conditions over the performance period (or curtailed

performance period, if applicable). The number of shares that vest would typically be calculated on a pro-rata

basis, based on time served during the vesting period.

– Deferred annual incentive share awards for good leavers

continue to the normal vesting date unless the

Committee applies discretion to accelerate the vesting to the termination date.

– Any post-vesting retention periods on share awards for good leavers continue to apply as normal.

Compensation for loss of office

Settlement agreements may provide for, as appropriate:

– Terms are subject to the signing of a settlement agreement.

– Incidental costs related to the termination, such as legal fees for advice on the settlement agreement.

– Provision of outplacement services.

– Payment in lieu of accrued, but untaken, holiday entitlement.

– Exit payments in relation to any legal obligation or damages arising from such obligation.

– Settlement of any claim arising from the termination.

– Continuation or payment in lieu of other incidental benefits.

– In the case of redundancy, in line with the Company operated enhanced redundancy policy.

Subject to further adjustments which may be applied to discretionary good leavers. An Executive Director will be treated as a good leaver under certain circumstances such as death, illness, injury, disability, redundancy, retirement, their employing company ceasing to be

a Group company or any other circumstances at the discretion of the Committee.

Quilter plc Annual Report 2025

Non-executive Directors

The following table sets out the key elements of the Policy for Non-executive Directors:

Fee approach

and link to

strategy

Fees for the Chair and Non-executive Directors are set at an appropriate level to attract individuals of the highest calibre with relevant commercial and other experience to develop, monitor and

oversee the Group’s strategy. Fee levels take into account:

– the time commitment required to fulfil the role;

– the duties and responsibilities associated with the role; and

– external fee reference points and typical practice from relevant FTSE and other comparable competitor organisations.

Fee operation

The Chair receives an all-inclusive annual fee which is reviewed periodically by the Committee.

All other Non-executive Directors receive a basic annual fee. Additional fees are also payable to reflect the extra responsibilities and additional time commitment required from Non-executive

Directors for chairmanship or membership of Board Committees and subsidiary boards and committees. Such additional fees may be payable to:

– the Senior Independent Director;

– the Chairs of the Board Audit, Risk, Remuneration and Corporate Governance and Nominations Committees

; and

– other members of the Board Audit, Risk, Remuneration

and Corporate Governance and Nominations Committees.

Fee levels for the Non-executive Directors are reviewed periodically by the Chair and Executive Directors. No individual may participate in the approval of his or her own fees.

Details of current fees are set out in the Report.

Appointment

term

All Non-executive Directors have a letter of appointment with the Company for an initial period of three years. Non-executive Directors are typically expected to serve two three-year terms but may

be invited by the Board to serve for an additional period. All Non-executive Directors are subject to annual re-election at the Company’s AGM.

Appointments may be terminated with three months’ notice. Non-executive Directors are not entitled to any compensation on termination, other than accrued fees and expenses.

The letters of appointment are available for inspection at the Company’s registered office.

The Board Corporate Governance and Nominations Committee is chaired by the Chair, who receives an all-inclusive annual fee.

The Chair is a member of the Board Remuneration Committee, and receives an all-inclusive annual fee.

Directors’ Remuneration Policy (summary) continued

Strategic Report Other information

Quilter plc Annual Report 2025

Financial statementsGovernance Report

The Report sets out how the Policy was applied for 2025 and how the Committee intends to apply the

Policy going forward. An advisory shareholder resolution to approve this Report will be proposed at the

2026 AGM.

The table below sets out the single figure of remuneration for the full financial year 2025 together with

2024 comparator figures.

Audited

Base

£’000

Benefits

£’000

Pension

£’000

Total

Fixed

£’000

STI

£’000

LTI

£’000

Total

Variable

£’000

Total

Reward

£’000Executive Director

2025

Steven Levin 617.5 9.9 61.8 689.1 1,031.0 2,434.6 3,465.6 4,154.7

Mark Satchel 483.0 8.3 48.3 539.6 797.0 2,000.6 2,797.6 3,337.2

2024

Steven Levin 590.0 9.2 59.0 658.2 911.0 319.5 1,230.5 1,888.7

Mark Satchel 472.5 7.8 47.3 527.6 701.0 718.9 1,419.9 1,947.5

Pension includes contributions made under the Group defined contribution pension scheme plus amounts received as a

pension allowance.

LTI is a vesting value determined as a result of the achievement of performance conditions for the 2023 LTI award, the

performance period for which ended on 31 December 2025 (see page 97 for further details). The value of the 2023 LTI is

calculated using the average share price over the final three-month period of the year ending 31 December 2025, which was

£1.7951. The actual vesting date is 3 April 2026 and the actual value will be reflected in next year’s Report. This figure includes

share dividend equivalents of £318.1k for Steven Levin and £261.4k for Mark Satchel as at 31 December 2025. The amount of this

figure attributable to share price appreciation is valued at £1,234.1k for Steven Levin and £1,014.1k for Mark Satchel as at

31 December 2025. The vested value of the 2022 LTI, shown in the 2024 outcomes, has been updated to reflect the share price

on the actual vesting date, 27 March 2025, which was £1.564.

Audited

Content within an “Audited” tab indicates that all the information is audited.

Components of the single figure

Base salary

The Committee agreed for Steven Levin to receive a 5% base salary increase and for Mark Satchel to

receive a 3% base salary increase with effect from 1 April 2025. The average increase for the wider

workforce applied on the same review date was 3%.

Audited

Annual base salary

as at 1 April 2024

£’000

Annual base salary at

1 April 2025

£’000

Total base salary

received in 2025

£’000Executive Director

Steven Levin 595.0 625.0 617.5

Mark Satchel 472.5 486.5 483.0

Benefits

Benefits include life assurance, private medical cover and income protection.

Audited

Life assurance

£’000

Medical

£’000

Income protection

£’000

Total benefits

received

£’000Name

2025

Steven Levin 3.8 2.6 3.5 9.9

Mark Satchel 2.9 2.6 2.7 8.3

2024

Steven Levin 3.4 2.1 3.7 9.2

Mark Satchel 2.7 2.1 3.0 7.8

Annual Report on Remuneration

Quilter plc Annual Report 2025

Pension

Pension includes contributions made under the Group defined contribution pension scheme and/or

amounts received as cash in lieu of pension contributions due to the impact of HMRC limits. The pension

provisions of Executive Director appointments are aligned to the pension arrangements of the wider

workforce, which is currently set at 10% of base salary.

Audited

Cash in lieu of pension

contribution

£’000

Contribution to

pension scheme

£’000

Total contribution

£’000Name

2025

Steven Levin 51.8 10.0 61.8

Mark Satchel 38.3 10.0 48.3

2024

Steven Levin 49.0 10.0 59.0

Mark Satchel 37.3 10.0 47.3

2025 STI awards

For the purpose of determining the 2025 STI outcome, the Committee assessed the performance of the

business and the individuals by reference to a balanced scorecard of adjusted profit (35%), net inflows

as a percentage of opening AuMA (25%), customer (20%) and strategic personal performance (20%)

objectives in line with the Policy. Each Executive Director had a maximum 2025 STI opportunity of

200%of base salary received during the year.

The summary below reflects the Committee’s assessment of performance for the year ended

31 December 2025.

Financial performance

The basis of the profit measure for 2025 was adjusted profit, which was in line with the approach used

inprior years. The Committee retained discretion to override the adjusted profit outcome if any costs

recognised outside of adjusted profit exceeded Board approved budgets. The net inflow measure

reflects the year’s core business gross inflows less gross outflows, divided by the opening AuMA as

at1January 2025.

Audited

Weighting

as % of

total STI

opportunity

Threshold

(25% of

max)

Target (50%

of max)

Maximum

(100%) Outcome

Outcome as

% of max

Group financial

performance measures

Adjusted profit before tax 35% £155m £194m £233m £207m 67%

Net inflows as a percentage of

openingAuMA

25% 2% 4% 6% 8% 100%

Reflects the core business only, excluding non-core assets in run-off related to legacy business disposals.

Financial performance of the business was strong in 2025. Adjusted profit was 6% up on 2024, reflecting

top-line revenue growth of 5% and continued expense discipline. Below-the-line business

transformation costs were marginally below Board-approved budgets. The Committee concluded that

aprovision release of £20 million for customer remediation costs in respect of the Ongoing Advice

Review should not positively impact the STI outcome. In conclusion, the Committee decided that no

override to the adjusted profit outcome was required.

Core net inflows of £9.1 billion, equal to 8% of opening assets, were 75% higher than the prior year and

achieved the maximum target. Inflows in the IFA channel remained especially strong, with Quilter leading

the industry in gross and net advised platform flows for the second consecutive year. The High Net

Worth segment also performed well, achieving net inflows of 2% of opening AuMA in a year many of its

peers were in net outflow. The Committee was satisfied that a maximum outcome for the net inflows

metric was justified, reflecting the performance achieved, which was well ahead of market expectation

at the start of the year when the targets were set.

Annual Report on Remuneration continued

Strategic Report Other information

Quilter plc Annual Report 2025

Financial statementsGovernance Report

Annual Report on Remuneration continued

Customer performance

Customer performance represented a maximum of 20% of the total STI opportunity. The Committee

assessed performance against a balanced scorecard of quantitative and qualitative measures aligned

tothe delivery of good customer outcomes.

50% of the customer scorecard is based on the Group’s average performance against a comprehensive

suite of primary customer KPIs, with 30% of the scorecard based on quantitative engagement and

satisfaction metrics, and 20% of the scorecard based on a qualitative ‘Delighting the Customer’ element.

For the primary customer KPIs, 136 KPIs were assessed across both customer segments, with each KPI

generating a red, amber or green rating. Each individual KPI is then categorised into an overarching

customer theme, which align to the Principles of the Consumer Duty. The themes were Product

Governance, Price and Value, Customer Advice, Customer Understanding, Customer Support – non-

advised, Customer Support – contact, Customer support – service-level attainment, Customer support

– vulnerable customers, Complaints and Root Cause, Foreseeable Harms, and Customer Culture. Target

ranges are set for each theme based on the number of colour ratings required to generate different

payout levels.

In total, 21 theme categories were assessed across the Group. As set out below, overall performance

was strong and almost half of the themes were rated “all green” based on their constituent KPIs and so

corresponded with full payout, with performance against some themes straddled across two attainment

levels and achieving a blended score. No theme categories received enough red ratings to correspond

with below-threshold vesting.

Threshold

(25% of max)

Target

(50% of max)

Exceeding

(75% of max)

Maximum

(100%)

<Threshold

(0% of max)

(1 category)

14%

(3 categories)

(1 category)

14%

(3 categories)

62%

(13 categories)

Based on the application of the framework, the overall outcome under the customer KPI score was 81%.

The remaining 50% of the customer scorecard is split between quantitative engagement and

satisfaction measures, which account for 30%, and a qualitative assessment of strategic progress,

customer innovation and delivery of tangible customer benefits, which accounts for 20%.

The overall result against each element of the customer scorecard is set out below:

Audited

Weighting

as % of

Customer

metric

Threshold

(25% of

max)

Target (50%

of max)

Maximum

(100%) Outcome

Outcome as

% of max

Customer performance

measures

Average Customer KPIs score 50% See table alongside 81%

Customer satisfaction 30% 99%

Customer satisfaction (CSAT) score 7.5% 60% 75% 85%+ 91% 100%

Ease of doing business score 7.5% 60% 75% 85%+ 91% 100%

Trustpilot score 7.5% 3.5 4.0 4.5+ 4.6 100%

Net promoter score 7.5% 0 +40 +65+ +65 100%

Delighting the customer 20% Discretionary assessment 78%

Key achievements in the year – Drove Consumer Duty embeddedness and adopted a holistic,

data-driven customer agenda to accelerate tangible

improvements for customers across both the Affluent and

High Net Worth segments.

– Invested in and delivered developments on customer

governance, insights, and technology to strengthen customer

experience.

– Embedded customer insights as a core part of strategic

delivery across both segments, with additional sentiment

monitoring tools enhancing adviser and contact centre

support and responsiveness.

– Customer journey mapping has evolved into a continuous

process, informing prioritisation and accountability to improve

end-to-end customer experiences.

– Embedded vulnerable customer considerations in governance

and product design, supported by the Customer Inclusion

Working Group and Customer Inclusion Framework.

– Fostered a culture of customer-centricity and innovation,

underpinned by a focus on operational excellence and

continuous improvement, driving efficiency and service

improvements across multiple areas of customer contact.

– Enhanced digital capability and adoption, including the launch

of the MyQC Portal and App in the High Net Worth business.

Overall outcome 86%

Quilter plc Annual Report 2025

Annual Report on Remuneration continued

Strategic and personal performance

Personal objectives represented a maximum of 20% of total STI opportunity.

Audited

Weighting as

% of total STI

opportunity Key areas of focus Achievements in the year

Outcome

as% of max

Executive

Director

Steven Levin 20% – Be an effective leader of a

team focused on delivering

business growth through

higher flows and market share

gains.

– Foster and maintain robust,

transparent and collaborative

relationships with

stakeholders, including

regulators, ensuring mutual

understanding and proactive

engagement on industry

developments.

– Grow distribution: increase

flows across all channels and

drive productivity

improvements.

– Enhance propositions:

operate in a highly customer-

centric way to deliver good

customer outcomes and

brighter financial futures,

advance key business

transformation programmes.

– Be future fit: continue to

modernise and simplify

Quilter, develop and grow AI

and data capabilities, advance

our culture and growth

agenda to be a high-

performing organisation,

develop leadership capability,

and amplify our industry

presence as a thought leader

and force for good.

– Delivered a strong set of results,

maintaining flow momentum and market

share gains, cementing Quilter’s position

as the largest and fastest-growing retail

advised platform by assets and flows.

– Increased adviser productivity, supported

by AI and technology enhancements

through the roll-out of Strategic Advice

Technology, whilst maintaining progress

on Wealth Management Transformation.

– Increased investor confidence, with

substantial increase in the share price of

approximately 19% over the year, on top

of more than 50% growth in 2024.

– Led an effective brand campaign,

leveraging the Autumn Internationals

rugby sponsorship to enhance brand

awareness, with the campaign reaching

58 million views, amplifying Quilter’s

market presence and industry

recognition.

– Strengthened the executive team with

key hires, including a new Chief Customer

Officer to accelerate the Company’s

customer strategy.

– Demonstrated leadership growth in

multiple areas, increasing external voice

with participation on the FCA Practitioner

Panel to represent the interests of the

Company, its advisers and customers,

developed a positive relationship with the

Company’s new regulatory supervision

team, and provided clear strategic

oversight and robust management of the

Company’s remediation activity in respect

of the Ongoing Advice Review.

– Oversaw continued progress on culture

transformation and capability builds to

support the delivery of strategic

priorities, particularly in respect of data,

digital and AI capabilities, though

progress against diverse representation

targets remain challenged.

90%

Audited

Weighting as

% of total STI

opportunity Key areas of focus Achievements in the year

Outcome

as% of max

Executive

Director

Mark Satchel 20% – Manage the Group’s finances,

particularly the cost base to

support delivery of the

Business Plan and oversee the

delivery of Business

Simplification savings against

external commitments.

– Drive shareholder

engagement activity to expand

and diversify the investor

base.

– Grow distribution: oversee

execution of the M&A strategy

and integration of acquisitions

and partner with business

heads to support growth in

flows, market share gains and

productivity improvements.

– Enhance propositions:

provide effective leadership

and direction to strategic

delivery to support

propositional enhancements.

– Be future fit: act as a

strategic adviser to the Chief

Executive Officer to drive

operational performance,

identifying opportunities to

modernise and simplify the

organisation, and advance our

culture and growth agenda to

be a high-performing

organisation.

– Delivered a strong set of results,

maintaining a focus on cost discipline to

support an adjusted profit outcome of

£207 million, up 6% on the prior year, as

well as effective capital management and

clear, credible market messaging.

– Exceeded Phase Two Business

Simplification savings by £2 million

against a committed target of £50 million,

with run-rate savings of £97 million

achieved over the lifetime of the

programme, driving a significant

improvement in operating margin.

– Broadened shareholder engagement

through a comprehensive investor

relations programme, with increased US

and Northern Hemisphere participation,

achieving a 7% increase of holdings on

the LSE and Quilter added to the STOXX

Europe 600 index, further expanding

investor reach.

– Provided robust oversight of M&A activity

to support adviser growth and capability

builds through multiple acquisitions.

– Delivered MI improvements and

enhanced oversight across both

customer segments to support strategic

growth and commercial opportunities.

– Advanced the Company’s legal entity

rationalisation programme, with the

closure of 34 entities now completed,

significantly simplifying the composition

of the Group.

– Led the continued development of the

Finance function to build succession

strength, improve operational efficiency

and embed culture change, building

highlevels of employee engagement

overthe year.

85%

Strategic Report Other information

Quilter plc Annual Report 2025

Financial statementsGovernance Report

Annual Report on Remuneration continued

Consideration of risk

As part of its performance assessment, the Committee considered whether the overall STI outcomes

were appropriate in the context of business and individual performance and any material ex-post and/

or ex-ante risks. The Committee, jointly with the Board Risk Committee, considered an annual risk report

and the recommendations of the Interim Chief Risk Officer in respect of the incidence and materiality

ofany risk issues arising during the year and an overall assessment of risk management relative to the

Board’s risk appetite and risk culture across the business.

As detailed in the 2024 Report, the Committee decided to apply a proportionate ex-post risk adjustment

to the 2024 STI outcomes in consideration of the impact of the Ongoing Advice Review and the provision

taken in 2024 in respect of the matter. The downward adjustment resulted in a 40% reduction to the

profit component of the STI scorecard for both Executive Directors. The Committee also noted at the

time that the Skilled Person Review was ongoing and that it may consider further adjustments to

remuneration outcomes in future, if, and to the extent necessary, as new information became available.

The Skilled Person Report was published in May 2025 and, based on a review of its findings coupled with

a reduction of £20 million to the original provision for customer remediation costs, the Committee

decided that no further adjustments were required.

After due consideration of all other material risk events and risk matters over the year and the

Company’s risk culture, the Committee decided that no risk-based adjustments were necessary to the

2025 STI outcomes.

Audited

STI deferral

In line with the Policy, 50% of the Executive Directors’ 2025 STI awards will be deferred into a

conditional award of Ordinary Shares under the Company’s Share Reward Plan and will vest annually

in equal annual instalments over a three-year period, subject to continued employment and malus

and clawback provisions in accordance with the rules of the Share Reward Plan.

For reference, each Executive Director held the following deferred STI awards under the Share

Reward Plan during 2025, reflecting historical incentive outcomes:

Outstanding

shares at

1 January

2025

vested

during the

year

granted

during

the year

Dividend

equivalents

accrued

during

the year

Outstanding

shares at

31December

2025Executive Director

Steven Levin 592,866 263,617 287,563 25,413 642,225

Mark Satchel 564,753 276,148 221,275 21,006 530,886

Shares granted in 2025 were the deferred portion of the 2024 STI, granted on 27 March 2025 at an award price of £1.584 and face

value of £455.5k for Steven Levin and £350.5k for Mark Satchel. The grant price was the closing share price on the day preceding

grant. The 2024 STI was assessed on the balanced scorecard of adjusted profit (35%), net flows as a percentage of opening AuMA

(25%), customer performance objectives (10%), risk management (10%) and strategic personal performance objectives (20%).

Share-settled dividend equivalents accrue on awards during the vesting period on an assumed reinvestment basis.

Vesting of 2023 LTI awards

On 31 December 2025, the 2023 LTI awards granted under the PSP reached the end of their

performance period. These awards will vest on 3 April 2026, with the vested shares subject to a further

two-year post-vesting holding period. The performance conditions which applied to the 2023 LTI award

and the performance achieved are set out below.

Audited

Weighting

Threshold

(25% vesting)

Maximum

(100%

vesting)

Performance

achieved

Weighted

percentage

of award

vestingPerformance condition

Cumulative adjusted EPS 2023-25

(Pre-dividend exc. amortisation and

goodwill) 40% 19.0p 28.0p 31.0p 40.0%

Relative TSR

(Ranking against FTSE

250 exc. investment trusts) 25% Median Upper quartile 95th percentile 25.0%

Operating margin 2025 (Pre-tax

adjusted profit divided by total net

fee revenue) 25% 23% 27% 30% 25.0%

Responsible investing (Principles

for Responsible Investment 2025

Aggregate Score)

7.5% 12 stars 20 stars 16.3 stars 4.9%

Scope 1 and 2 emissions (Tonnes of

carbon dioxide equivalent (tCO

e)) 2.5% 1,800 1,450 980 2.5%

Award outcome 97.4%

Straight-line interpolation between points.

Quilter achieved TSR of 125% over the performance period compared to median TSR for the comparator group of 6% and upper

quartile of 41%, and was ranked 8th out of 149 companies.

Quilter’s score reflects its aggregate rating across four primary modules covering Policy, Governance and Strategy, Confidence

Building Measures, Direct Holdings and Indirect Holdings. Its scores for Direct and Indirect Holdings were calculated as the

weighted average by AUM of its underlying scores against each asset class within each module.

Consideration of risk

The Committee considered whether performance had been achieved within the Company’s agreed

riskappetite and the impact of any material risk events during the performance period and, in line with

the Chief Risk Officer’s report, concluded that no adjustment to the LTI outcome was required for risk

matters.

The Committee also considered whether the outcome would give rise to an unjustified windfall gain,

noting that the Company’s share price had increased significantly over the performance period. The

Committee noted that it had decided to scale back the share award at grant as a percentage of salary

by23 percentage points (from the normal rate of 200% to 177% of salary, which is a reduction of award

value equal to 11.5%). The Committee concluded that an additional adjustment at vesting was not

required and that the growth in the Company’s share price reflected the strength of underlying business

performance.

Quilter plc Annual Report 2025

Annual Report on Remuneration continued

At a vesting level of 97.4% for the 2023 LTI award, the Executive Director outcomes are set out in the

table below.

Audited

Number of

shares granted

Share-settled

dividend

equivalents

% of awards

vesting

Number of

shares vesting

Value of shares

vesting (£000)

Executive Director

Steven Levin 1,210,526 181,909 97.4% 1,356,231 2,434.6

Mark Satchel 994,737 149,482 97.4% 1,114,469 2,000.6

Deemed value based on the average share price of the final three-month period ended 31 December 2025 of £1.7951. The actual

value will be based on the share price when the awards vest on 3 April 2026. The amount of this figure, which includes share

dividend equivalents, attributable to share price appreciation is valued at £1,234k for Steven Levin and £1,014k for Mark Satchel as

at 31 December 2025.

LTI awards granted in 2025

Executive Directors received the following LTI awards in 2025, granted under the PSP and subject to the

following performance conditions:

Audited

Weighting

Threshold

(25% vesting)

Maximum

(100% vesting)

2025 LTIP performance

metrics

Earnings per share Cumulative adjusted EPS 2025-27

(pre-dividend excluding amortisation and

goodwill)

60% 28.5p 42.5p

Total shareholder

return

Ranking relative to the constituents of the

FTSE 250 excluding investment trusts and

companies in the basic resources, oil and

gas sectors

30% Median Upper quartile

ESG – Responsible investing (Principles for

Responsible Investment aggregate

modules rating)

7.5% 12 stars 20 stars

– Total Scope 1 and Scope 2 carbon

emissions (Tonnes of carbon dioxide

equivalent (tCO

e))

2.5% 1,000 700

Straight-line interpolation between threshold and maximum.

If the score for any module is less than three stars, it will not count towards the total.

At the end of the three-year performance period, the Committee will critically assess whether the

formulaic vesting outcome produced by the criteria is justified. To do this, the Committee will look at

several factors, including whether the result is reflective of underlying performance and has been achieved

within the Company’s agreed risk appetite. If such considerations mean that the formulaic outcome of the

vesting schedule is not considered justified, then the Committee can exercise downward discretion.

The following LTI awards were granted in respect of the 2025 performance year:

Audited

Form of

award

Date of

award

Basis of

award (% of

salary)

Share price

at the date

of grant

Nil cost

options

awarded

Face value of

award

% vesting at

threshold

Performance

period

Executive

Director

Steven Levin Nil cost

options

1 April 2025 200% £1.4740 848,033 1,250.0 25% 2025–2027

Mark Satchel Nil cost

options

1 April 2025 200% £1.4740 660,109 973.0 25% 2025–2027

The grant price was the closing share price on the day preceding grant.

At the time the LTI awards were granted, the Committee considered the prevailing share price and the

potential for windfall gains. It noted that the grant price was 38% higher than the prior year’s grant price

and 8% higher than the preceding 12-month average share price. Accordingly, it decided not to scale back

the awards at grant but retains discretion to reduce the awards at vesting if, and to the extent it deems

necessary, the outcome is considered to incorporate an unjustified windfall gain.

Non-executive Director total remuneration

Fees for both Quilter plc and, where relevant, subsidiary board appointments and taxable benefits

received in 2025 are set out in the single figure table below, together with a comparison to 2024:

Audited

Quilter plc

fees for

2025

£’000

Subsidiary

fees for

2025

£’000

Taxable

benefits

2025

£’000

Total for

2025

£’000

Quilter plc

fees for

2024

£’000

Subsidiary

fees for

2024

£’000

Taxable

benefits

2024

£’000

Total for

2024

£’000

Non-executive

Director

Ruth Markland 350.0 – 1.4 351.4 350.0 – 0.5 350.5

Neeta Atkar CBE

156.8 20.0 3.8 180.5 118.1 17.5 3.0 138.6

Alison Morris

110.1 20.0 - 130.1 30.2 5.4 – 35.7

Chris Hill

95.1 20.0 3.1 118.2 67.4 14.3 1.9 83.6

Chris Samuel 75.0 20.0 1.1 96.1 67.5 32.5 1.2 101.2

George Reid

105.4 26.7 23.1 155.1 103.0 17.5 21.1 141.6

Moira Kilcoyne

75.0 70.0 26.2 171.2 67.5 67.5 17.9 152.9

Taxable benefits relate to travel and subsistence expenses, and tax thereon, which were required to enable the individuals to

carry out duties as a Non-executive Director.

Neeta Atkar stood down as Chair of the Board Remuneration Committee on 30 September 2025 but continued to serve as a

member of the Committee.

Alison Morris was appointed as Chair of the Board Audit Committee and as a member of the Board Corporate Governance and

Nominations Committee on 1 October 2025.

Chris Hill was appointed as Chair of the Board Remuneration Committee and as a member of the Board Corporate Governance

and Nominations Committee on 1 October 2025.

George Reid stood down as Chair of the Board Audit Committee and as a member of the Board Corporate Governance and

Nominations Committee on 30 September 2025. He continued to serve as a member of the Board Audit Committee. George was

appointed a Non-executive Director of Quilter Investors Limited on 13 November 2025.

Moira Kilcoyne is a Non-executive Director of Quilter Cheviot Limited and a member of its Governance, Audit and Risk Committee.

Strategic Report Other information

Quilter plc Annual Report 2025

Financial statementsGovernance Report

Annual Report on Remuneration continued

Remuneration in context

The chart below shows the Company’s TSR performance (which includes capital growth and dividends

paid) compared with the FTSE 250 excluding investment trusts over the period from Admission to

31December 2025. The FTSE 250 has been chosen as the Company is a member of that index and

theCommittee believes it provides the most appropriate basis for a broad comparison of relative

performance, whilst also being consistent with the TSR measure in the LTIP for Executive Directors.

TSR performance over the period since Admission

100

150

200

June 18

Dec 18

June 19

Dec 19

June 20

Dec 20

June 21

Dec 21

June 22

Dec 22

June 23

Dec 23

June 24

Dec 24

June 25

Dec 25

FTSE 250 excluding investment trusts

Quilter

Chief Executive Officer pay history

The table below contains the Chief Executive Officer’s annual remuneration since the Company listed

in2018:

Financial year Name

Total

remuneration

£’000

STI as %

of maximum

LTI as %

of maximum

2025 Steven Levin 4,154.7 83% 97%

2024 Steven Levin 1,867 77% 61%

2023 Steven Levin 1,581 65% 66%

2022 Steven Levin (appointed 1 November 2022) 201 46% 32%

2022 Paul Feeney (stood down 31 October 2022) 1,475 41% 32%

2021 Paul Feeney 2,393 66% 57%

2020 Paul Feeney 1,487 0% 49%

2019 Paul Feeney 1,896 79% n/a

2018 Paul Feeney 2,779 93% n/a

Percentage change in Directors’ remuneration compared to the average

employee

The following table sets out the annual percentage change in salary or fee and STI between the Directors

and the average of all employees over the past five years. As Quilter plc, the listed Company, is not an

employing entity, we have calculated the average percentage change for employees against employees

ofthe Company’s subsidiaries. The annual change in salary is based on the salary of permanent UK

employees as at 31 December of each year, and the annual change in STI excludes employees that are

noteligible for a bonus or directly comparable year-on-year. As Executive Directors’ benefits are aligned to

other UK employees, the analysis ofmovement in average benefits was not considered meaningful and

therefore not included in the comparison. Further detail of Executive Directors’ benefits can be found on

page 88 of this Report.

The percentage change in remuneration is most directly comparable between the Executive Directors and

the employee average. The salary increase of 5% awarded to Steven Levin in 2025 was marginally higher

than the average increase for the wider workforce, whilst the 3% increase awarded to Mark Satchel was

inline with the average employee. The increase in STI in 2025 was higher for both Executive Directors

thanthe average employee, reflecting that the variability of remuneration outcomes in line with business

performance is greater for the Executive Directors than the wider workforce, both in terms of upside and

downside. After careful consideration, the Committee was satisfied that the relativity of STI outcomes

between Executive Directors and other employees was appropriate.

Quilter plc Annual Report 2025

Annual Report on Remuneration continued

Remuneration outcome

Executive Directors Independent Non-executive Directors

Employee

average

Steven

Levin

Mark

Satchel

Ruth

Markland

Neeta

Atkar

Alison

Morris

Chris

Hill

Chris

Samuel

George

Reid

Moira

Kilcoyne

2025

Salary/fees 3% 5% 3% 0% 30% 13% 15% (5%) 10% 7%

STI 6% 13% 14% n/a n/a n/a n/a n/a n/a n/a

2024

Salary/fees 3% 3% 0% 0% 25% n/a n/a (35%) (27%) 8%

STI 11% 22% 18% n/a n/a n/a n/a n/a n/a n/a

2023

Salary/fees 6% 0% 5% 92% 3% n/a n/a (26%) (18%) 24%

STI 12% 40% 43% n/a n/a n/a n/a n/a n/a n/a

2022

Salary/fees 4% n/a 0% 15% n/a n/a n/a 15% 5% 0%

STI (12%) n/a (32%) n/a n/a n/a n/a n/a n/a n/a

2021

Salary/fees 5% n/a 0% 2% n/a n/a n/a n/a (1%) 0%

STI 78% n/a 100% n/a n/a n/a n/a n/a n/a n/a

The Non-executive Directors’ annual fee percentage changes reflect the total actual fees received during the year for all Quilter plc

Board and Committee and subsidiary company board and committee appointments, including changes in their appointments during

the year or previous years as detailed in the Report and prior year Reports.

In years where Executive and Non-executive Directors joined or stepped down from the Board partway through the year, their

remuneration has been annualised for comparison purposes.

Chief Executive Officer pay ratio

The table adjacent sets out the ratio between the Chief Executive Officer’s total remuneration and the

25th, 50th and 75th percentile of the total remuneration of full-time equivalent UK employees as at

31 December 2025. Since the 2020 Report, the Committee has adopted Option A as it is referred to in

the legislation to identify the comparators at each quartile, which calculates total remuneration for all

UKemployees on the same single figure basis as the Executive Directors earlier in this Report. Option A

has been selected as it provides consistency between the reporting basis for Executive Directors and

employees for the purpose of calculating the ratios.

Year Pay ratio All employees (£’000)

Base salary Method

25th

percentile

50th

percentile

75th

percentile

25th

percentile

50th

percentile

75th

percentile

2025 Option A 18:1 12:1 8:1 33.5 50.6 79.1

2024 Option A 19:1 13:1 8:1 31.4 47.0 75.3

2023 Option A 19:1 13:1 8:1 30.1 45.1 72.3

2022

Option A 23:1 16:1 9:1 28.4 42.5 70.0

2021 Option A 27:1 18:1 11:1 25.0 37.6 63.3

2020 Option A 28:1 19:1 11:1 24.0 36.4 61.0

2019 Option B 28:1 18:1 14:1 24.3 37.0 48.7

Year Pay ratio All employees (£’000)

Total remuneration Method

25th

percentile

50th

percentile

75th

percentile

25th

percentile

50th

percentile

75th

percentile

2025 Option A 95:1 61:1 37:1 43.6 67.7 111.4

2024 Option A 46:1 30:1 18:1 41.0 62.1 104.9

2023 Option A 40:1 26:1 15:1 39.3 60.0 101.6

2022

Option A 46:1 30:1 17:1 36.2 56.1 96.8

2021 Option A 70:1 47:1 26:1 34.0 51.4 93.4

2020 Option A 55:1 36:1 21:1 29.7 45.3 78.4

2019 Option B 62:1 39:1 27:1 30.5 48.5 69.1

Reflects the combined salary and total single figures for Paul Feeney and Steven Levin in respect of their qualifying services as Chief

Executive Officer during the year.

Total remuneration includes salary, benefits, pension, short-term incentives and the value of any

long-term incentives vesting in relation to the reporting year. No pay components have been omitted

from the calculation. As some 2025 STI amounts across the wider workforce are subject to change after

the publication of this Report, the total remuneration may not be exact. However, any STI changes are

expected to be minimal and it is unlikely the pay ratios will change materially once the final STI amounts

are determined. The material increase in the total remuneration ratios for 2025 compared to prior years

is caused by the Chief Executive Officer having a higher proportion of total remuneration in variable pay

than the majority of the wider workforce and receiving exceptionally high variable pay outcomes for

2025, particularly in respect of the 2023 LTIP which was almost at maximum and benefited from

significant share price appreciation over the performance period, reflecting the strong underlying

performance of the business.

The ratio of the Chief Executive Officer’s base salary to employees at the 25th, 50th and 75th percentiles

remained broadly unchanged in 2025 compared to the two preceding years, reflecting largely consistent

movements in the base salary of the Chief Executive Officer and the salary profile of the underlying

population. The total remuneration ratios were materially higher in 2025 than 2024 due to a

combination of strong business performance, share price appreciation in the 2023 LTI outcome and the

Chief Executive Officer’s higher level of variable pay opportunity than the wider workforce.

The Committee continues to monitor closely the pay conditions of the Company’s employees in addition

to the application of the Policy to ensure that all aspects of Executive Director remuneration remain

appropriate and proportionate to the wider workforce.

Strategic Report Other information

Quilter plc Annual Report 2025

Financial statementsGovernance Report

Annual Report on Remuneration continued

Remuneration of the wider workforce

The Company operates a remuneration policy and framework for the wider workforce that is consistent

with the principles of the Policy. Base salaries are market aligned and benchmarked annually, and all

UKemployees receive the same core risk benefits and pension contribution as Executive Directors.

Allemployees are eligible for consideration of variable pay, subject to serving a minimum proportion

ofthe year, which is determined on broadly the same basis as Executive Directors, taking into account

an appropriate balance of corporate and personal performance.

The Chair of the Committee also fulfils the role of the Board’s Workforce Engagement Director and is

able to reflect the views of the wider workforce in Committee decision-making through their

engagement with the Company’s Employee Forum and other employee networks.

Gender pay gap

The Company reported a mean gender pay gap of 29% and a mean bonus gap of 63% for 2025. The

results reflect the lower proportion of females in senior and revenue generating roles that attract higher

pay, which we recognise is a systemic issue facing the wealth management industry and will require

ongoing, multi-year efforts to resolve. Further details regarding our gender pay gap figures and wider

Inclusion and Diversity Action Plan can be found in the Our people section on pages 20 to 25.

Relative importance of spend on pay

The following table sets out the profit, dividends and overall spend on pay in the years ended

31December 2025 and 31 December 2024:

2025 2024 % Change

Adjusted profit before tax

(£m) 207 196 6%

Dividends

(£m) 85 80 6%

Employee remuneration costs

(£m) 321 299 7%

Adjusted profit before tax is included in the above table as the Company considers it an important key performance indicator.

Thisfigure is detailed in note 7(a) to the consolidated financial statements on page 134 of the 2025 Annual Report and Accounts.

In 2025, the Company paid an Interim Dividend of 2.0 pence and has recommended a Final Dividend of 4.3 pence. In 2024, the

Company paid an Interim Dividend of 1.7 pence and a Final Dividend of 4.2 pence.

Employee remuneration costs represent the underlying employee costs within the adjusted profit for Quilter, excluding the impact

of one-off items.

Executive Directors’ shareholding and outstanding share awards

The table below shows the Executive Directors’ interests, which include shares held by connected

persons, share awards under Company share plans which will vest in future years subject to

performance conditions and/or continued service as at 31 December 2025, together with any additional

interests in shares held beneficially by the Executive Directors outside of Group share schemes. The

share price at 31 December 2025 was £1.8300.

During the period 31 December 2025 to 5 March 2026, there were no exercises or dealings in the

Company’s share awards by the Executive Directors.

Audited

Share interests at 31 December 2025

Name

Legally owned

(shares)

Subject to SIP

(shares)

Subject to SAYE

(options)

Deferred STI

awards not

subject to

performance

conditions

(shares)

Subject to

performance

conditions

under

the LTIP

(options)

Steven Levin

944,589 1,629 43,478 642,225 3,485,392

Mark Satchel

1,792,073 1,629 43,478 530,886 2,792,395

Information provided to the Company by major shareholders pursuant to the FCA’s DTRs is published via a Regulatory Information

Service and is available at plc.quilter.com/investor-relations.

On 27 March 2025, the 2022 LTI awards vested and Steven Levin exercised 204,281 nil cost options with a market value on exercise

of £319.5k and Mark Satchel exercised 459,634 nil cost options with a market value on exercise of £718.9k. As at 31 December 2025,

Steven Levin and Mark Satchel do not hold any vested but unexercised options.

All of the Company’s share plans contain provisions relating to a change of control, which are set out in

the Policy.

100

Quilter plc Annual Report 2025

Annual Report on Remuneration continued

Audited

Executive Directors’ shareholding requirements

In line with the Policy, each Executive Director is required to acquire within five years of appointment

and maintain a shareholding equivalent to 300% of base salary, including shares beneficially held by

the individual or his/her spouse and the net-of-tax value of unvested share interests within Company

share plans which are not subject to performance conditions. Both Executive Directors had exceeded

the minimum shareholding requirement as at 31 December 2025.

Value

£’000

Multiple

of base

salaryName

Steven Levin 2,309.6 370%

Mark Satchel 3,725.0 766%

Includes the estimated net value of unvested share awards which are not subject to performance conditions. For the purposes of

the minimum shareholding requirement, the calculation is based on the average share price of the final three-month period ended

31 December 2025 of £1.7951.

Directors’ personal holding and beneficial share interests

As at 31 December 2025 and 31 December 2024, the Executive and Non-executive Directors held the

following legal and beneficial interests in Ordinary Shares:

Audited

31 December

2025

31 December

2024Name

Ruth Markland 100,000 100,000

Steven Levin 946,218 698,944

Mark Satchel 1,793,702 1,404,891

Neeta Atkar – –

Alison Morris 13,857 –

Chris Hill 28,224 –

Chris Samuel 20,532 19,788

George Reid 37,733 37,733

Moira Kilcoyne 29,556 29,556

During the period 31 December 2025 to 5 March 2026, there were no other changes to the interests in

shares held by the Directors as set out in the table above.

Audited

Payments to past Directors

As set out in the market announcement on 10 October 2022 and in the 2022 Report, when Paul

Feeney stepped down as Chief Executive Officer he was granted good leaver status under the Policy.

He stepped down as an Executive Director on 31 October 2022 and his employment with the Group

was terminated on 1 May 2023, after the completion of his notice period.

As a good leaver, Paul Feeney remains eligible for the vesting of deferred share awards on the normal

vesting dates, subject to the rules of the relevant share plans, satisfaction of any performance

conditions and time pro-rating for the proportion of the vesting periods served where applicable,

aswell as meeting additional post-termination conditions.

Application of malus

As detailed in the key areas of Committee focus on page 86 of the Report, the Committee suspended

vesting of Paul Feeney’s share awards that were originally due to vest on 27 March 2025 and 3 April

2025 until the Skilled Person Review had concluded and its findings had been fully considered. After

due consideration, the Committee decided to apply malus to Paul Feeney’s deferred STI awards in a

manner that was consistent with the adjustment applied to 2024 STI outcomes for current Executive

Directors, which resulted in a downward adjustment of £155.2k.

After lifting the vesting suspension on the deferred share awards and applying the downward

adjustment to the deferred STI, the following awards vested on 12 September 2025:

Number of

shares granted

Share-settled

dividend

equivalents

Performance

outcome as %

of maximum

Proportion of

vesting period

served

Number of

shares vested

Value

£’000Awards

Deferred STI

328,418 53,554 n/a n/a 160,715 262.8

2022 LTI

980,748 159,844 61.0% 36.6% 256,966 420.1

The performance outcome of the 2022 LTI award was set out in the 2024 Report.

The number of shares that vested under the deferred STI awards was reduced by 94,060 to reflect the impact of the Ongoing

Advice Review. Time pro-rating is not applied to deferred STI awards. Time pro-rating of LTI awards is calculated by reference to

thelast date of employment in accordance with the rules of the Performance Share Plan.

Value based on the share price on the deferred vesting date of 12 September 2025 of £1.6350.

Number of shares granted reflects the total balance of outstanding deferred STI awards as at 31 December 2024. The shares

vested represented one-third of Paul Feeney’s deferred STI awards in respect of the 2021 and 2022 financial years. The final tranche

of his 2022 deferred STI award will continue to accrue dividend equivalents and vest on the normal vesting date in 2026, subject to

the Policy, rules of the Share Reward Plan and additional post-termination conditions.

The vested LTI shares, after allowing sufficient shares to be sold to cover tax and National Insurance liabilities, are subject to a

minimum two-year post-vesting holding period and are subject to clawback during that period. The end date of the holding period

is27 March 2027 based on the normal vesting date.

Paul Feeney was also subject to a post-cessation minimum shareholding requirement for two years

after he stepped down. This requirement ended on 31 October 2024 and details of his shareholding

at that time are set out in the 2024 Report.

There were no further payments to past Directors during the year.

Strategic Report Other information

101

Quilter plc Annual Report 2025

Financial statementsGovernance Report

External directorships

Neither Executive Director held any external directorships during 2025.

Payments for loss of office

There were no payments for loss of office during 2025.

External advisers

During 2025, the Committee issued a Request for Proposal for independent, expert advice. After

completion of a thorough tender and procurement process, it reappointed Deloitte on 1 September

2025. Deloitte have been the Committee’s independent adviser since April 2021.

During the year, Deloitte provided advice to the Committee covering the Policy, the Report and

disclosures, market practice, incentive design and regulatory requirements. Deloitte also support the

Group with risk advisory, tax compliance and consulting services. As part of the procurement and

contracting process, appropriate safeguards were put in place to ensure no conflict of interest arises.

The Committee remains satisfied that the advice received is objective and independent, and the firm

isamember of the Remuneration Consultants Group, whose voluntary Code of Conduct is designed

toensure objective and independent advice is given to committees. The total fees paid in respect of

remuneration advice during 2025, on a time and materials basis, were as follows:

Adviser Key areas of advice received

Total fees

2025 (excl. VAT)

Deloitte Policy review, application, disclosures, governance and market practice £76.9k

Statement of shareholder voting

The table below sets out the outcome of shareholder voting on the prior year Report and the Policy.

ThePolicy is set out on pages 83 to 91 of the 2024 Annual Report and Accounts, which is available on

theCompany’s website: plc.quilter.com/annualreport.

AGM Resolution Votes For Votes Against Votes Withheld

22 May 2025 2024 Directors’ Remuneration Report

(advisory)

98% 2% 358,050 (0.03% of

issued share capital)

22 May 2025 Directors’ Remuneration Policy

(binding)

96% 4% 359,621 (0.03% of

issued share capital)

Annual Report on Remuneration continued

102

Quilter plc Annual Report 2025

At a glance – implementation of the Policy in 2026

50% paid in cash

Short-term Incentive

Long-term Incentive

Key

Alignment to strategic pillars

How we create value for our stakeholders:

Metrics

Short-term incentive:

Long-term incentive

Grow distribution Enhance propositions Be future fit

Policy illustration

– Fixed pay reflects expected base pay, benefits

and pension funding over 2026.

– Target and maximum outcomes reflect STI and

LTI outcomes at 50% and 100% of maximum.

– An additional scenario is included to illustrate

the impact of 50% share price appreciation to

the maximum LTI outcome on total

remuneration.

Steven Levin (£’000)

2,270

0 1,000 2,000 3,000 4,000 5,00

100%

35%

21%

18%

32%

38%

32%

33%

40%

33% 17%

4,489

802

3,739

Maximum + 50%

share price growth

Maximum

Minimum*

Target

Mark Satchel (£’000)

0 1,000 2,000 3,000 4,000 5,000

100%

36%

22%

18%

32%

39%

33%

32%

39%

33% 16%

3,080

560

Maximum + 50%

share price growth

Maximum

Minimum*

Target

2,574

1,567

LTIP

50% share price growth

Fixed pay

S T I P

2026 2028 20302027 2029 2031

Performance period

35% Adjusted profit

20% Customer

25% Net flows

20% Personal

1/3 vesting50% paid in QLT shares 1/3 vesting

1/3 vesting

100% paid in QLT shares

Performance period

Minimum holding period

Vesting

Release

– Maximum opportunity of 200% of base salary.

– 50% paid in cash in Q1 following the end of the performance year.

– 50% deferred via an award of conditional shares

which vest annually in equal tranches over three years.

– Subject to malus and clawback provisions.

– Maximum opportunity of 200% of base salary.

– Nil cost options subject to three-year vesting

period.

– Options can be exercised at vesting, with

acquired shares subject to minimum two-year

holding period.

– Subject to malus and clawback provisions.

60% Cumulative EPS

7.5% Principles for Responsible Investment

30% TSR relative to FTSE 250 excluding investment trusts andmining, oil and gas sectors

2.5% Scope 1 and 2 emissions reduction

Uncapped malus and clawback

2026 2028 20302027 2029 2031

Financial metrics

Non-financial metrics

Strategic Report Other information

103

Quilter plc Annual Report 2025

Financial statementsGovernance Report

Base salary

From 1 April 2026, Steven Levin’s base salary will be increased by 20% to recognise his strong

performance and leadership of the business, his progression in the Chief Executive Officer role since

being appointed at a material discount to his predecessor, and market relativity. Further details are set

out in the Chair’s letter on page 82 and key areas of Committee focus on pages 85 to 86. Mark Satchel’s

base salary will be increased by 4% from 1 April 2026 in line with the wider workforce.

Audited

Annual base

salary as at

1April 2025

£’000

Annual base

salary as at

1April 2026

£’000Executive Director

Steven Levin 625.0 750.0

Mark Satchel 486.5 506.0

STI for 2026

Each Executive Director will have a maximum STI opportunity equal to 200% of base salary, with

outcomes to be determined against a balanced scorecard comprising the metrics and weightings set out

below, which are consistent with the prior year. The targets will be disclosed retrospectively in next

year’s Report due to commercial sensitivity, in line with normal practice.

Audited

Weighting2026 STIP performance metrics

Adjusted profit 35%

Net inflows as a percentage of opening AuMA 25%

Customer performance 20%

Strategic and personal performance 20%

LTI awards to be granted in 2026

The Committee intends to grant awards to the Executive Directors in April 2026 over nil cost options

under the Performance Share Plan with a face value at grant of 200% of base salary. As it does prior to any

LTI grant, the Committee will consider the prevailing share price at the time of grant and may decide to

scale back the level of awards in consideration of the potential for windfall gains if it considers it necessary

to do so. The metrics, weightings and targets for the 2026 award are set out in the following table.

Audited

Weighting

Threshold

(25% vesting)

Maximum

(100% vesting)2026 LTIP performance metrics

Earnings per share Cumulative adjusted EPS 2026–28

(pre-dividend excluding amortisation

and goodwill)

60% 33.5p 50p

Total shareholder return Ranking relative to the constituents

of the FTSE 250 excluding investment

trusts and companies in the basic

resources, oil and gas sectors

30% Median Upper quartile

ESG

– Responsible investing

(Principles for Responsible

Investment aggregate modules

rating)

7.5% 12 stars 20 stars

– Total Scope 1 and Scope 2 carbon

emissions (tonnes of carbon dioxide

equivalent (tCO

e))

2.5% 700 500

Straight-line interpolation between threshold and maximum.

If the score for any module is less than three stars, it will not count towards the total.

The Committee may apply discretion to adjust the formulaic outcome upon vesting based on a review

ofthe extent to which windfall gain considerations apply.

All variable pay arrangements operated by the Company are subject to malus and clawback provisions.

Malus and clawback provisions may be operated at the discretion of the Committee. The circumstances

that malus and clawback may be invoked are detailed on page 87 of the 2024 Annual Report and

Accounts. The Committee considers that a period of five years from award is a suitable time horizon

formalus and/or clawback to be applied in accordance with the nature and risk profile of the business.

Non-executive Director remuneration

During 2025, the Board Chair and Executive Directors undertook a comprehensive review of

Non-executive Director fees, and the Committee reviewed the Board Chair’s fee, supported by the

Committee’s independent adviser. The review considered the current fees against prevailing market

data as well as the complexity, time commitment and additional regulatory responsibilities of the

Directors’ dual roles on the Quilter plc Board and certain boards of subsidiary entities in the Affluent

business (the “Affluent Boards”) as detailed in the 2024 Report. The Board Chair and Executive Directors

concluded that it would be appropriate to adopt one inclusive Board fee that reflected the

Non-executive Directors’ responsibilities across the Quilter plc and Affluent Boards. In determining

theoverall fee, the Board Chair and Executive Directors aligned the Quilter plc base fee to the median

ofthe Company’s peer group and added 25% for the Affluent Boards. They concluded that this served

as a simple, appropriate methodology and baseline for future annual reviews. This had the effect of

increasing the aggregate base fee for Non-executive Directors from £80,000 to £92,500 for serving

onthe Quilter plc and Affluent Boards. A small inflationary increase was also applied to the Board

Committee fees, with the fee for Committee membership set at 50% of the Committee Chair’s fee.

Implementation of the Policy in 2026

104

Quilter plc Annual Report 2025

Implementation of the Policy in 2026 continued

In its review of the Board Chair’s fee, including consideration of appropriate market benchmarks, the

Committee (excluding the Board Chair), decided to apply the same percentage increase as applied to

thecombined base fee of the other Non-executive Directors, resulting in an increase to the Board

Chair’s fee from £350,000 to £405,000. The Committee noted that the Board Chair’s fee had not been

increased since appointment three years earlier, when it was set at a 7% discount to the prior

incumbent’s fee. It also had not been adjusted in the intervening period to reflect the additional

complexity and regulatory responsibilities following the revision of the Group's board corporate

governance structure whereby the Group Chair assumed the role as Chair of the main legal entities of

the Affluent segment.

The new fees will apply from 1 January 2026 as set out in the following table:

Audited

Fees as at

31 December

2025

Fees from

1 January

2026Quilter plc annual Board fees

Chair £350,000 £405,000

Non-executive Director annual fee

(aggregate fee for serving on the Quilter plc and Affluent Boards)

£80,000 £92,500

Additional fees:

Senior Independent Director £20,000 £20,000

Chairs of Board Audit, Board Risk and Board Remuneration Committees £30,000 £32,000

Members of the above Board Committees £15,000 £16,000

Members of the Board Corporate Governance and Nominations Committee

£5,500 £7,500

The Board Chair currently chairs the Board Corporate Governance and Nominations Committee

and does not receive a fee for this as the Board Chair receives a single, all-inclusive fee.

Where applicable, additional fees are paid to a Non-executive Director who also serves on the Board

orCommittee of a subsidiary company within the Group (in addition to the Affluent entity appointments

covered by the inclusive fee detailed above). The current subsidiary board and committee fees paid to

the Quilter plc Non-executive Directors are listed below, and details of fees paid are disclosed in the

financial statements of the relevant legal entity.

Audited

Fees as at

31 December

2025

Fees from

1 January

2026

Subsidiary board fees

Chair of Quilter Cheviot Limited Board

£80,000 £100,000

Member of Quilter Cheviot Limited Board

£45,000 £52,000

Member of Quilter Cheviot Limited Board Committee

£5,000 £8,000

Member of Quilter Investors Limited Board

£50,000 £52,000

On 1 January 2026, Andrew Ross was appointed to the Quilter plc Board and as Chair of Quilter Cheviot Limited.

Moira Kilcoyne serves on the Quilter Cheviot Limited Board and its Audit, Risk and Governance Committee.

George Reid serves on the Quilter Investors Limited Board.

Director service agreements and appointment letters

As detailed on page 90, both Executive Directors have a service agreement of indefinite duration that

may be terminated with six months’ notice. The Non-executive Directors are appointed for an initial

term of three years, subject to annual re-election at the Company’s AGM, that may be terminated with

three months’ notice. Details of the Non-executive Directors’ dates of appointment and Board and

Committee responsibilities are set out in their biographies on pages 53 to 55.

Strategic Report Other information

105

Quilter plc Annual Report 2025

Financial statementsGovernance Report

Directors’ Report

The Directors present their Report

for the financial year ended 31 December 2025

Cautionary statement

This Annual Report has been prepared for, and only for, the members of the Company, as a body, and

noother persons. The Company, its Directors, employees, agents or advisers do not accept or assume

responsibility to any other person to whom this document is shown or into whose hands it may come

and any such responsibility or liability is expressly disclaimed. By their nature, the statements

concerning the risks and uncertainties facing the Group in this Annual Report involve uncertainty since

future events and circumstances can cause results and developments to differ materially from those

anticipated. The forward-looking statements reflect knowledge and information available at the date

ofpreparation of this Annual Report and the Company undertakes no obligation to update these

forward-looking statements. Nothing in this Annual Report should be construed as a profit forecast.

Corporate governance statement

The information that fulfils the requirements of the corporate governance statement for the purposes

ofthe FCA’s DTRs can be found in the Governance section of the Annual Report on pages 51 to 105

(allof which forms part of this Directors’ Report) and in this Directors’ Report.

Information included in the Strategic Report

The Company’s Strategic Report is on pages 1 to 49 and includes the following information that would

otherwise be required to be disclosed in this Directors’ Report:

Subject matter

Page

reference

Likely future developments in the business 3 to 5

Events since the end of the financial year 172

Engagement with employees 17 and 20 to 25

Engagement with suppliers, customers and others 16 to 19

Employment of disabled persons 22

Greenhouse gas emissions, energy consumption and energy efficiency action 26 to 36

Financial risks 46

Information to be disclosed under UK Listing Rule 6.6.1R

Subject matter

Page

reference

Details of long-term incentive schemes 96 to 97

Shareholder waivers of dividends 106

Shareholder waivers of future dividends 106

Financial instruments and risk management

The information relating to financial instruments and financial risk management objectives and policies

can be found on pages 127 to 129, 149 to 150 and 165 to 171.

Branches

During the year, the Group had a branch in the United Arab Emirates.

Profit and dividends

Statutory profit after tax for 2025 was £120 million (2024: £34 million loss).

The Directors have recommended a Final Dividend for the financial year ended 31 December 2025 of

4.3 pence per Ordinary Share which will be paid out of distributable reserves, subject to approval by

shareholders at the AGM. Further information regarding the dividend, including key dates, can be found

at plc.quilter.com/divi dends. On 6 August 2025, the Board declared an Interim Dividend of2 pence

per Ordinary Share. The Interim Dividend was paid on 22 September 2025 to shareholders on the UK

and South African share registers.

Shares are held in the Quilter Employee Benefit Trust and the Equiniti Share Plans Trust (“ESPT”) in

connection with the operation of the Company’s share plans. Dividend waivers are in place for those

shares that have not been allocated to employees.

Directors

The names of the current Directors of the Company, along with their biographical details, are set out

onpages 53 to 55 and are incorporated into this Report by reference. There were no Director

appointments or resignations during the year to 31 December 2025. However, as announced on

23September 2025, Andrew Ross joined the Board on 1 January 2026 as an independent Non-executive

Director. As announced on 4 March 2026, George Reid will not seek re-election at the 2026 AGM which is

due to be held on 14 May 2026 and will stand down from the Board at the conclusion of that meeting.

Details of the Directors’ interests in the share capital of the Company are set out in the Annual Report

on Remuneration on pages 92 to 102.

The powers given to the Directors are contained in the Company’s Articles of Association and are

subject to relevant legislation and, in certain circumstances, including in relation to the issuing or buying

back by the Company of its shares, subject to authority being given to the Directors by shareholders in

General Meeting. The Articles of Association also govern the appointment and replacement of Directors.

The Board has the power to appoint additional Directors or to fill a casual vacancy amongst Directors.

Any such Director only holds office until the next AGM and must offer themselves for election.

106

Quilter plc Annual Report 2025

Articles of Association

The Articles of Association may be amended in accordance with the provisions of the Companies Act

2006 by way of a special resolution of the Company’s shareholders. The following information

summarises certain provisions in the Articles of Association in force as at the date of this Report.

Share capital and control

The Company has a single class of Ordinary Shares in issue with a nominal value of 8

⁄6 pence

each,representing 100% of the total issued share capital as at 31 December 2025 and as at

27 February 2026 (the latest practicable date for inclusion in this Report). There was no movement in the

Company’s share capital during the year. Details of theCompany’s share capital can be found in note 27

to the financial statements on page155. The rights attaching to the Ordinary Shares are set out in the

Articles ofAssociation and aresummarised in the following paragraphs:

Voting rights of members

On a show of hands, every member or authorised corporate representative present has one vote

andevery proxy present has one vote except if the proxy has been duly appointed by more than one

member and has been instructed by (or exercises his discretion given by) one or more of those

members to vote for the resolution and has been instructed by (or exercises his discretion given by)

oneor more other of those members to vote against it, in which case a proxy has one vote for and

onevote against the resolution. On a poll, every member present in person, by authorised corporate

representative or by proxy, has one vote for every share of which he is a holder. In the case of joint

holders, the vote of the person whose name stands first in the register of members and who tenders

avote is accepted to the exclusion of any votes tendered by any other joint holders.

Unless the Board decides otherwise, a member shall not be entitled to vote either in person or by proxy

at any General Meeting of the Company in respect of any share held by him unless all calls and other

sums presently payable by him in respect of that share have been paid.

Transfers

Save as described below, the Ordinary Shares are freely transferable.

A member may transfer all or any of his shares in any manner which is permitted by any applicable

statutory provision and is from time to time approved by the Board. The Company shall maintain

arecord of uncertificated shares in accordance with the relevant statutory provisions.

A member may transfer all or any of his certificated shares by an instrument of transfer in any usual

form, or in such other form as the Board may approve. The instrument of transfer shall be signed by or

on behalf of the transferor and, except in the case of a fully paid share, by or on behalf of the transferee.

The Board may, in its absolute discretion, refuse to register any instrument of transfer of any certificated

share which is not fully paid up (but not so as to prevent dealings in listed shares from taking place on

anopen and proper basis) or on which the Company has a lien. The Board may also refuse to register

any instrument of transfer of a certificated share unless it is left at the registered office, or such other

place as the Board may decide, for registration, accompanied by the certificate for the shares to be

transferred and such other evidence (if any) as the Board may reasonably require to prove title of the

intending transferor or his right to transfer shares; and it is in respect of only one class of shares. If the

Board refuses to register a transfer of a certificated share it shall, as soon as practicable and in any

event within two months after the date on which the instrument was lodged, give to the transferee

notice of the refusal together with its reasons for refusal. The Board must provide the transferee with

such further information about the reasons for the refusal as the transferee may reasonably request.

Unless otherwise agreed by the Board in any particular case, the maximum number of persons who

maybe entered on the register as joint holders of a share is four.

Variation of rights

If at any time the share capital is divided into different classes of shares, the rights attached to any class

(unless otherwise provided by the terms of issue) may, whether or not the Company is being wound up,

be varied with the consent in writing of the holders of three-fourths in nominal value of the issued

shares of that class or with the sanction of a special resolution of the holders of the shares of that class.

Exercisability of rights under an employee share scheme

An Employee Benefit Trust operates in connection with certain of the Group’s employee share plans

(“Plans”). The Trustee of the Employee Benefit Trust may exercise all rights attaching to the shares in

accordance with their fiduciary duties other than as specifically restricted in the relevant Plan governing

documents. The Trustee of the Employee Benefit Trust has informed the Company that their normal

policy is to abstain from voting in respect of the Quilter shares held in trust. The Trustee of the Quilter

Share Incentive Plan (“SIP”) will vote as directed by SIP participants in respect of the allocated shares

butthe Trustee will not otherwise vote in respect of the unallocated shares held in the SIP Trust.

Purchase of own shares

At the AGM held on 22 May 2025, shareholders passed resolutions to authorise the Company to

purchase a maximum of 140,410,549 Ordinary Shares of 8

⁄6 pence each, representing 10% of the

Company’s issued Ordinary Share capital as at 18 March 2025, which was the latest practicable date

prior to publication of the Notice of AGM. As at 27 February 2026, the latest practicable datefor

inclusion in this Report, no shares have been purchased under this authority.

Following the capital review announced on 6 August 2025, the Company confirmed on 4 March 2026

itsintention to return up to £100 million of capital to shareholders via a Share Buyback Programme

(the“Programme”). The Programme will be conducted in accordance with the authorities approved

byshareholders at the 2025 AGM with new authorities to be sought at the Company’s 2026 AGM. In

accordance with relevant institutional guidelines, these authorities include the renewal of the authority for

the purchase of shares on the LSE, together with an authority relating to the potential off-market purchase

of shares on the JSE, where the Company has a secondary listing, subject to the same overall limits.

It is expected that any shares purchased will be cancelled. Further information on the Programme can

be found in the Financial review on pages 38 to 43.

Directors’ Report continued

Strategic Report Other information

107

Quilter plc Annual Report 2025

Financial statementsGovernance Report

Significant agreements (change of control)

All the Company’s share plans contain provisions relating to a change of control. In the event of a change

of control, outstanding awards and options may be lapsed and replaced with equivalent awards over

shares in the new company, subject to the Board Remuneration Committee’s discretion.

Alternatively, outstanding awards and options may vest and become exercisable on a change of control

subject, where appropriate, to the assessment of performance at that time and pro-rating of awards.

Exceptionally, the Board Remuneration Committee may exercise its discretion to waive pro-rating.

Short-term incentive (“STI”) awards may continue to be paid in respect of the full financial year pre

andpost change of control, or a pro-rated STI award may be paid in respect of the portion of the year

that has elapsed at the point of change of control.

On a change of control, including following a takeover bid, the Company is required to enter into

negotiations in good faith with the lenders under the Group’s Revolving Credit Facility in respect of any

changes to its terms. If after such negotiations no agreement has been reached, the Revolving Credit

Facility would be cancelled and existing drawdowns would become repayable.

The Group is also party to a number of supplier agreements that may be terminated upon a change

ofcontrol of the Company, including following a takeover bid. In many cases, whether this may apply

depends on the identity or characteristics of the new controller. This may result in the provision of

certain services and software licences being terminated early.

Directors’ indemnities

Qualifying third-party indemnity provisions (as defined by section 234 of the Companies Act 2006)

werein force during the course of the financial year ended 31 December 2025 for the benefit of the

thenDirectors and, at the date of this Report, remain in force for the benefit of the Directors in relation

to certain losses and liabilities which they may incur (or have incurred) in connection with their duties,

powers andoffice. In addition, the Company maintains Directors’ and Officers’ Liability Insurance which

gives appropriate cover for legal action brought against its Directors.

Donations

Quilter does not make monetary donations or gifts in kind to political parties, elected officials or

election candidates. Accordingly, no such donations were made in 2025. However, at the 2026 AGM, the

Directors are seeking to renew the Company’s and its subsidiaries’ authority to make political donations

not exceeding £50,000 in aggregate. This is for the purposes of ensuring that neither the Company

norits subsidiaries inadvertently breach Part 14 of the Companies Act 2006 by virtue of the relevant

definitions being widely drafted. Further information is available in the 2026 Notice of AGM. For

information on our engagement with shareholders following the 2025 AGM, please refer to page 16.

Major shareholders

As at 31 December 2025, the Company had been notified, in accordance with Rule 5 of the FCA’s DTRs,

of the following holdings of voting rights in its Ordinary Share capital:

Name of shareholder

Number of

voting rights

attached to

Quilter shares

% interest in

voting rights

attached to

Quilter shares

Nature of

holding

notified

Coronation Asset Management (Pty) Ltd 237,944,285 16.94% Direct

Public Investment Corporation of the Republic of South Africa 145,010,857 10.32% Direct

Ninety One UK Ltd

82,416,634 5.01% Indirect

Equiniti Trust (Jersey) Limited

55,786,133 3.97% Direct

The percentage of voting rights detailed above was calculated at the time of the relevant disclosures made in accordance with Rule 5

of the FCA’s DTRs.

The number of voting rights reflects the position at the time of notification which, in this case, was prior to a consolidation of

Ordinary Shares in May 2022.

These shares are held by Equiniti Trust ( Jersey) Limited in its capacity as Trustee of the Employee Benefit Trust.

As at 27 February 2026, the latest practicable date for inclusion in this Report, the following voting rights

had been notified, in accordance with Rule 5 of the FCA’s DTRs:

Name of shareholder

Number of

voting rights

attaching to

Quilter shares

% interest in

voting rights

attaching to

Quilter shares

Nature of

holding

notified

Coronation Asset Management (Pty) Ltd 243,602,668 17.34% Direct

Public Investment Corporation of the Republic of South Africa 145,010,857 10.32% Direct

BlackRock Inc. 70,616,097 5.02% Indirect

Ninety One UK Ltd

82,416,634 5.01% Indirect

Equiniti Trust (Jersey) Limited

55,786,133 3.97% Direct

The percentage of voting rights detailed above was calculated at the time of the relevant disclosures made in accordance with Rule 5

of the FCA’s DTRs.

The number of voting rights reflects the position at the time of notification which, in this case, was prior to a consolidation

ofOrdinary Shares in May 2022.

These shares are held by Equiniti Trust ( Jersey) Limited in its capacity as Trustee of the Employee Benefit Trust.

Information provided to the Company by major shareholders pursuant to the FCA’s DTRs is published

via a Regulatory Information Service and is available at plc.quilter.com/investor-relations.

Directors’ Report continued

108

Quilter plc Annual Report 2025

Directors’ responsibility statements

The following statements should be read in conjunction with the Statement of Directors’ responsibilities

in respect of the Annual Report and the financial statements on page 111.

The Directors are responsible for preparing the Annual Report of the Parent Company and consolidated

financial statements in accordance with applicable law and regulations.

The Directors consider that the Annual Report and Accounts, taken as a whole, are fair, balanced and

understandable and provide the information necessary for shareholders to assess the Company’s

andthe Group’s position, performance, business model and strategy.

Each of the Directors in office as at the date of this report, whose names and functions are listed

onpages 53 to 55, confirms that, to the best of his or her knowledge:

– the consolidated financial statements, which have been prepared in accordance with International

Financial Reporting Standards as endorsed by the UK, give a true and fair view of the assets, liabilities,

financial position and profit or loss of the Company and the Group; and

– the Strategic Report and Directors’ Report include a fair review of the development and performance

of the business and the position of the Company and the Group, together with a description of the

principal risks and uncertainties that they face.

For further information on the comprehensive process followed by the Board in order to reach these

conclusions please refer to the Board Audit Committee Report on pages 70 to 76.

Disclosure of information to external auditors

Each person who is a Director of the Company as at the date of approval of this Report confirms that:

a) so far as the Director is aware, there is no relevant audit information of which the Company’s external

auditors are unaware; and

b) the Director has taken all the steps that he or she ought to have taken as a Director in order to make

him/herself aware of any relevant audit information and to establish that the Company’s external

auditors are aware of that information.

Independent auditors

The Directors are recommending the reappointment of PricewaterhouseCoopers LLP as the Company’s

statutory auditors at the 2026 AGM.

AGM

The Quilter plc 2026 AGM will be held at Senator House, 85 Queen Victoria Street, London EC4V 4AB on

Thursday 14 May 2026 at 11:00am (UK time). Details of the business to be transacted at the 2026 AGM,

along with details of how you can ask questions and join the meeting, are included in the Quilter plc

2026 Notice of AGM which can be found on our GM Hub at plc.quilter.com/gm.

By order of the Board

Clare Barrett

Company Secretary

4 March 2026

Directors’ Report continued

Strategic Report Other information

109

Quilter plc Annual Report 2025

Financial statementsGovernance Report

Index to the consolidated

financial statements

For the year ended 31 December 2025

Group consolidated financial statements

111 Statement of Directors’ responsibilities

112 Independent auditors’ report

119 Consolidated statement of comprehensive income

120 Consolidated statement of financial position

121 Consolidated statement of changes in equity

122 Consolidated statement of cash flows

Notes to the consolidated financial statements

General information

122 1: Basis of preparation

124 2: New standards, amendments to standards

andinterpretations adopted by the Group

124 3: Future standards, amendments to standards

andinterpretations not early adopted in these

financial statements

124 4: Significant changes in the year

124 5: Material accounting policies

134 6: Business combinations, acquisitions

and disposals

134 7: Alternative performance measures

138 8: Segment information

141 9: Investment return

141 10: Expenses

142 11: Tax

144 12: Earnings per share

145 13: Dividends

145 14: Goodwill and intangible assets

147 15: Property, plant and equipment

147 16: Investment property

148 17: Investments in associates

148 18: Loans and advances

149 19: Financial investments

149 20: Derivatives – assets and liabilities

149 21: Categories of financial instruments

150 22: Fair value methodology

153 23: Structured entities

154 24: Trade, other receivables and other assets

154 25: Contract costs

154 26: Cash and cash equivalents

155 27: Ordinary Share capital

155 28: Share-based payments reserve

157 29: Investment contract liabilities

157 30: Provisions

159 31: Tax assets and liabilities

161 32: Borrowings and lease liabilities

162 33: Trade, other payables and other liabilities

162 34: Post-employment benefits

164 35: Master netting and similar arrangements

165 36: Contingent liabilities

165 37: Commitments

165 38: Capital and financial risk management

171 39: Fiduciary activities

171 40: Related party transactions

172 41: Parent company guarantee audit exemption

172 42: Events after the reporting date

Appendix

173 A: Related undertakings

Parent Company financial statements

175 Company statement of financial position

176 Company statement of changes in equity

177 Notes to the financial statements of the Company

Money needs a plan

At Quilter, we believe everyone deserves the

confidence to make their money work harder.

That’s why we are running our Money needs

a plan brand campaign across the UK,

encouraging people to take positive steps

with their savings and investments.

Read more on page 8.

110

Quilter plc Annual Report 2025

The Directors are responsible for preparing the Annual Report and the Group and Parent Company

financial statements in accordance with applicable laws and regulations.

Company law requires the Directors to prepare Group and Parent Company financial statements for

each financial year. Under that law, the Directors have prepared the Group financial statements in

accordance with UK-adopted international accounting standards and the Parent Company financial

statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom

Accounting Standards, comprising FRS101 “Reduced Disclosure Framework” and applicable law).

Under company law, the Directors must not approve the financial statements unless they are satisfied

that they give a true and fair view of the state of affairs of the Group and Parent Company and of the

profit or loss of the Group for that period. In preparing the financial statements, the Directors are

required to:

– select suitable accounting policies and then apply them consistently;

– state whether applicable UK-adopted international accounting standards have been followed for the

Group financial statements;

– state whether applicable United Kingdom Accounting Standards, comprising FRS 101, have been

followed for the Parent Company financial statements, subject to any material departures disclosed

and explained in the financial statements;

– make judgements and accounting estimates that are reasonable and prudent; and

– prepare the financial statements on the going concern basis unless it is inappropriate to presume

thatthe Group and Parent Company will continue in business.

The Directors are responsible for safeguarding the assets of the Group and Parent Company and

hencefor taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are also responsible for keeping adequate accounting records that are sufficient to show

and explain the Group’s and the Parent Company’s transactions and disclose with reasonable accuracy

at any time the financial position of the Group and Parent Company and enable them to ensure that

thefinancial statements and the Directors’ Remuneration Report comply with the Companies Act 2006.

The Directors are responsible for the maintenance and integrity of the Parent Company’s website.

Legislation in the United Kingdom governing the preparation and dissemination of financial statements

may differ from legislation in other jurisdictions.

Directors’ confirmations

The Directors consider that the Annual Report and the Group and Parent Company financial statements,

taken as a whole, are fair, balanced and understandable and provide the information necessary for

shareholders to assess the Group’s and Parent Company’s position and performance, business model

and strategy.

Each of the Directors, whose names and functions are listed in the Governance Report, confirm that,

tothe best of our knowledge:

– the Group financial statements, which have been prepared in accordance with UK-adopted

international accounting standards, give a true and fair view of the assets, liabilities, financial position

and profit or loss of the Group;

– the Parent Company financial statements, which have been prepared in accordance with United

Kingdom Accounting Standards, comprising FRS 101, give a true and fair view of the assets, liabilities

and financial position of the Parent Company; and

– the Strategic Report includes a fair review of the development and performance of the business

andthe position of the Group and Parent Company, together with a description of the principal risks

and uncertainties that they face.

Signed on behalf of the Board

Steven Levin

Chief Executive Officer

4 March 2026

Mark Satchel

Chief Financial Officer

Statement of Directors’ responsibilities

in respect of the Annual Report and the financial statements

Strategic Report Governance Report Other information

111

Quilter plc Annual Report 2025

Financial statements

Opinion

In our opinion:

– Quilter plc’s Group financial statements and Company financial statements (the “financial statements”)

give a true and fair view of the state of the Group’s and of the Company’s affairs as at 31 December

2025 and of the Group’s profit and the Group’s cash flows for the year then ended;

– the Group financial statements have been properly prepared in accordance with UK-adopted

international accounting standards as applied in accordance with the provisions of the Companies Act

2006;

– the Company financial statements have been properly prepared in accordance with United Kingdom

Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 101

“Reduced Disclosure Framework”, and applicable law); and

– the financial statements have been prepared in accordance with the requirements of the Companies

Act 2006.

We have audited the financial statements, included within the Annual Report 2025 (the “Annual Report”),

which comprise:

– the Consolidated statement of financial position as at 31 December 2025;

– the Company statement of financial position as at31 December 2025;

– the Consolidated statement of comprehensive income for the year then ended;

– the Consolidated statement of changes in equity for the year then ended;

– the Consolidated statement of cash flows for the year then ended;

– the Company statement of changes in equity forthe year then ended; and

– the notes to the financial statements, comprising material accounting policy information and other

explanatory information.

Our opinion is consistent with our reporting to the Board Audit Committee.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and

applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities

for the audit of the financial statements section of our report. We believe that the audit evidence we

have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We remained independent of the Group in accordance with the ethical requirements that are relevant to

our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable

to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with

these requirements.

To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s

Ethical Standard were not provided.

Other than those disclosed in note 10 to the Group’s financial statements, we have provided no

non-audit services to the Company or its controlled undertakings in the period under audit.

Our audit approach

Context

This is our sixth year of involvement as auditors of the Quilter plc Group (“the Group”). In planning for

the 2025 audit of the Group, we met with the Board Audit Committee and members of management

across the business to discuss and understand significant changes during the year, and to understand

their perspectives on associated business risks. We used this insight, along with our experience from

the previous year’s audit approach, when forming our views regarding the business updates, as part

ofdeveloping our audit plan and when scoping and performing our audit procedures.

Overview

Audit scope

– At 31 December 2025, the Group comprised two operating segments, together with head office

activities, each of which contain several reporting components. We conducted audit testing over

eleven components in total excluding the consolidation adjustments, which we selected based on

theirrespective significance to the consolidated results. The Company is considered a full scope

component.

– In addition to the Company, five components were subject to an audit of their complete financial

information due to their financial significance.

– Three components were subject to an audit of a specific provision (customer remediation exercise

provision) due to its significance.

– Specific financial statement line items were also brought into scope for a further two components

toensure sufficient coverage was obtained over all material balances in the Group accounts.

– Taken together, the procedures we performed over the six full scope components provided us with

coverage of over 82% of total income as recognised in the Consolidated statement of comprehensive

income and greater than 52% for each material line item for the Group, including profit before tax.

– We have considered the potential impact of climate change-related factors within our audit, including

challenging management on its assessment of how climate change related risks and opportunities

impact the financial statements. Given that Quilter has opted to take the approach of preparing a

separate Task Force on Climate-related Financial Disclosures (“TCFD”) report, which is then referred

toin the Annual Report, we have further challenged management to ensure that all materially

relevantinformation from the separate TCFD report is also included and linked clearly to within

theAnnual Report.

Key audit matters

– Customer remediation exercise provision (Group)

– Impairment of investments in subsidiary undertakings (Company)

Materiality

– Overall Group materiality: £9,364,000 (2024: £8,840,000) based on 5% of adjusted profit before tax

from continuing operations.

– Overall Company materiality: £28,720,000 (2024: £28,230,000) based on 1% of total assets.

– Performance materiality: £7,023,000 (2024: £6,630,000) (Group) and £21,540,000 (2024: £21,170,000)

(Company).

Independent auditors’ report to the members of Quilter plc

Report on the audit of the financial statements

112

Quilter plc Annual Report 2025

Our audit approach continued

The scope of our audit

As part of designing our audit, we determined materiality and assessed the risks of material

misstatement in the financial statements.

Key audit matters

Key audit matters are those matters that, in the auditors’ professional judgement, were of most

significance in the audit of the financial statements of the current period and include the most

significant assessed risks of material misstatement (whether or not due to fraud) identified by the

auditors, including those which had the greatest effect on: the overall audit strategy; the allocation

ofresources in the audit; and directing the efforts of the engagement team. These matters, and any

comments we make on the results of our procedures thereon, were addressed in the context of our

audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide

a separate opinion on these matters.

This is not a complete list of all risks identified by our audit.

Goodwill impairment assessment (Group), which was a key audit matter last year, is no longer included

because of the risk of the carrying value exceeding the value in use having decreased compared to the

prior year. Based on 2025 results, the Group is generating higher income, which suggests substantial

headroom and a minimal risk of impairment. Otherwise, the key audit matters below are consistent

withlast year.

Key audit matter How our audit addressed the key audit matter

Customer remediation exercise provision (Group)

Refer to the Board Audit Committee Report and note 30

to the Group financial statements.

During the prior year, the Group recognised a provision

related to the review of a sub-population of customers

that has been charged for ongoing advice services since

the start of 2018 but where the evidence of delivery of

the ongoing advice service falls below the acceptable

standard (the customer remediation exercise provision).

The final approach to the remediation exercise had

not been finalised at the time the 31 December 2024

accounts were approved.

During the year to 31 December 2025 the Group has

finalised the approach to the customer remediation

exercise and updated the assumptions associated

with this. The total provision in respect of the review

was £42 million (2024: £76 million) which represents

the updated estimated refund of fees, interest and the

administration costs associated with completing the

customer remediation exercise.

The estimation of the provision involves subjectivity in

relation to key assumptions and estimates. Management

has estimated the provision based on a sample of case

record reviews undertaken by a Skilled Person (and

management’s expert for the purpose of our audit)

with the results from the sample used to determine the

population for further review. Management have then

overlaid further assumptions onto the calculation based

on internal reviews performed to date.

Significant assumptions include:

– the estimation of the population of customers where

evidence is not available to demonstrate that ongoing

advice was provided;

– the response rate from customers; and

– the administration costs of running the review

programme.

We have assessed and challenged the Group’s

methodology and the assumptions and judgements

applied in arriving at the provision.

We obtained management’s calculation and tested the

mathematical accuracy and agreed the calculation back

to source data.

We have tested the completeness and accuracy of source

data used by management’s expert.

We reviewed the updated scope, methodology and

results of theprocedures undertaken on the sample

population ofcustomers by management’s expert to

assess whether it was an appropriate basis for the

calculation of a provision. As part of our procedures, we

selected a sample of the findings from management’s

expert and assessed whether the reported finding was

appropriate.

We tested the data used by management to calculate

the estimated response rate and proportion of cases for

which payments will be required to a sample of actual

response rate data and cases reviewed to date.

We tested a sample of the administration costs of the

review programme to appropriate evidence.

We obtained and reviewed relevant regulatory

correspondence with the Financial Conduct Authority

and discussed the content of any correspondence

considered to be pertinent to our audit with

management.

Given the inherent uncertainty in the estimation of the

provision we evaluated the disclosures made in the

financial statements. In particular, we focused on the

disclosure of the sensitivity of the provision to changes

inthe underlying assumptions.

Based on the procedures performed and the evidence

obtained, we found no material matters to report.

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Quilter plc Annual Report 2025

Financial statements

Key audit matter How our audit addressed the key audit matter

Impairment of investments

in subsidiary undertakings

(Company)

Refer to note 3 to the Company

financial statements.

The Company holds investments

in subsidiaries of £2,203 million

(2024: £2,187 million). Whilst these

eliminate on consolidation in the

Group financial statements, they

are recorded in the Company

financial statements.

Based on management’s

assessment, no indicators of

impairment were identified through

the following:

– Comparing the investment in

subsidiaries’ carrying value in the

Company statement of financial

position to the net tangible assets

for each identified cash

generating unit; and

– Comparing the carrying value to

avalue-in-use model for each

cash generating unit.

Management have therefore

concluded that as no impairment

triggers were identified no formal

impairment assessment was

required.

We agree with management’s evaluation that no impairment indicators

are present, given that tangible net assets fully support the value of the

investment in subsidiaries for each identified cash generating unit. We have

considered the liquidity of such tangible net assets with no issues noted.

The impairment trigger assessment leveraged management’s value-in-use

calculations for the Group goodwill impairment assessment. We checked

that the cashflow forecasts used by management in the value-in-use

impairment assessment were consistent with the Board-approved three-

year Business Plan.

We evaluated the historical accuracy of the cash flow forecasts, including a

comparison of the current year actual results with the 2025 figures included

in the prior year forecast.

We engaged our internal valuation experts to independently calculate a

reasonable range for both the discount rate and long-term growth rate

assumptions used within the value-in-use calculations. Management’s rates

were within the calculated range.

For investments in non-trading subsidiaries the value in use is considered

to be represented by their net asset position as this best approximates the

funds that can be made available for distribution as dividends.

We also considered management’s assessment of what defines a cash

generating unit reasonable and supportable.

The disclosures made in the Company financial statements are appropriate

and align with our understanding from the procedures performed.

Based on the procedures performed and the evidence obtained, we found

no material matters to report.

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able to give an

opinion on the financial statements as a whole, taking into account the structure of the Group and the

Company, the accounting processes and controls, and the industry in which they operate.

Quilter plc has two operating segments – High Net Worth and Affluent. Within these segments there are

several reporting units, of which the Company is considered a full scope component, six are considered

significant components due to size, and were all subject to an audit of their complete financial

information. Three other reporting entities were in scope as significant components due to risk as a

result of the customer remediation exercise provision. In addition, a further reporting entity was in

scope for specific audit procedures, as it contributed a significant proportion of a certain financial

statement line item. Together with the procedures performed at the Group level, including auditing the

consolidation and financial statement disclosures, taxation, and goodwill impairment assessment, this

gave us the evidence we needed to form our opinion on the financial statements as a whole. Almost all

of the Group’s trading is based in the UK, resulting in all of the audit procedures being performed locally

by the UK audit team. Of the eleven components that we have performed audit procedures over, none

of these components were based outside the UK.

We applied an overall materiality level of £643,382,000 to the classification of unit-linked assets and

liabilities in the Consolidated statement of financial position, the related line items in the Consolidated

statement of comprehensive income and the related notes to the financial statements. This materiality

was applied solely for our work on matters for which a misstatement is likely only to lead to a

reclassification between line items, in accordance with FRC Practice Note 20: ‘The audit of Insurers in

theUnited Kingdom’. The Group contains several regulated trading entities and is a regulated insurance

group itself. Some of the Group’s activities are outsourced to third-party providers, such as investment

and platform administration. In respect of the activities outsourced to service providers, we were able to

gain appropriate audit evidence through a combination of evaluating the providers’ published assurance

reports on internal controls and performing substantive procedures.

The Company is a single legal entity over which we were required to perform a full scope statutory audit.

We have determined the scope using our set materiality levels and performed procedures over those

financial statement line items which are material through the monetary threshold or material by nature.

The impact of climate risk on our audit

As part of our audit, we made enquiries of management to understand the process management

adopted to assess the extent of the potential impact of climate risk on the Group’s financial statements

and support the disclosures made within the Annual Report. The Group prepares a separate TCFD

report, which is then cross referenced in the Annual Report, with the key highlights included in the main

body of the report. Based on this, we have challenged management to ensure that all materially relevant

information in the separate report is also included and linked clearly within the Annual Report. In

addition to enquiries with management, we also challenged the completeness of management’s climate

risk assessment by comparing the consistency of management’s climate impact assessment with

internal climate plans and Board minutes, including whether the time horizons management have used

take account of all relevant aspects of climate change such as transition risks.

Independent auditors’ report to the members of Quilter plc

Report on the audit of the financial statements

Our audit approach continued

114

Quilter plc Annual Report 2025

Materiality

The scope of our audit was influenced by our application of materiality. We set certain quantitative

thresholds for materiality. These, together with qualitative considerations, helped us to determine the

scope of our audit and the nature, timing and extent of our audit procedures on the individual financial

statement line items and disclosures and in evaluating the effect of misstatements, both individually and

in aggregate on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole

as follows:

Financial statements – Group Financial statements – Company

Overall materiality £9,364,000 (2024: £8,840,000). £28,720,000 (2024: £28,230,000).

How we determined it 5% of adjusted profit before tax from

continuing operations*

1% of total assets

Rationale for benchmark applied A profit-based metric is an expected

materiality basis for auditing a profit-

oriented entity and so we deem it

appropriate to use adjusted profit

before tax as a benchmark, in line

with prior year.

* We have adjusted for specific key

performance metrics and added them

back to arrive at our materiality

benchmark.

A benchmark of total assets has

been used as the Company’s primary

purpose is to act as a holding company

with investments in the Group’s

subsidiaries, not to generate operating

profits and therefore a profit-

based measure is not considered

appropriate.

For each component in the scope of our Group audit, we allocated a materiality that is less than our

overall Group materiality. The range of materiality allocated across components was £897,000 to

£9,364,000. Certain components were audited to a local statutory audit materiality that was also less

than our overall Group materiality.

We use performance materiality to reduce to an appropriately low level the probability that the

aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we

use performance materiality in determining the scope of our audit and the nature and extent of our

testing of account balances, classes of transactions and disclosures, for example in determining sample

sizes. Our performance materiality was 75% (2024: 75%) of overall materiality, amounting to £7,023,000

(2024: £6,630,000) for the Group financial statements and £21,540,000 (2024: £21,170,000) for the

Company financial statements.

In determining the performance materiality, we considered a number of factors – the history of

misstatements, risk assessment and aggregation risk and the effectiveness of controls – and concluded

that an amount at the upper end of our normal range was appropriate.

We agreed with the Board Audit Committee that we would report to them misstatements identified

during our audit above £500,000 (Group audit) (2024: £500,000) and £1,436,000 (Company audit)

(2024:£1,379,643) as well as misstatements below those amounts that, in our view, warranted reporting

for qualitative reasons.

Conclusions relating to going concern

Our evaluation of the Directors’ assessment of the Group’s and the Company’s ability to continue

toadopt the going concern basis of accounting included:

– Obtaining the Directors’ updated going concern assessment and challenging the rationale for

assumptions on growth of assets under management/administration and asset returns using our

knowledge of Quilter’s business performance and corroborating to external market evidence where

available. Our assessment included reviewing management’s stress testing and scenario analyses.

– Obtaining management’s estimated solvency capital position and evaluating this for consistency with

available information and against management’s own target capital ratios. We found that the Group

maintained internal targets for its Group Solvency Capital Requirement (SCR) ratio, and is forecasted to

remain compliant with all external regulatory capital requirements for the period covered by the going

concern assessment; and

– Confirming compliance with the debt covenants of the Group’s borrowing facilities, and the forecast

continued compliance for the duration of the period covered by the going concern assessment.

Based on the work we have performed, we have not identified any material uncertainties relating to

events or conditions that, individually or collectively, may cast significant doubt on the Group’s and

theCompany’s ability to continue as a going concern for a period of at least twelve months from

whenthe financial statements are authorised for issue.

In auditing the financial statements, we have concluded that the Directors’ use of the going concern

basis of accounting in the preparation of the financial statements is appropriate.

However, because not all future events or conditions can be predicted, this conclusion is not a

guarantee as to the Group’s and the Company’s ability to continue as a going concern.

In relation to the Directors’ reporting on how they have applied the UK Corporate Governance Code, we

have nothing material to add or draw attention to in relation to the Directors’ statement in the financial

statements about whether the Directors considered it appropriate to adopt the going concern basis of

accounting.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described

in the relevant sections of this report.

Independent auditors’ report to the members of Quilter plc

Our audit approach continued

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115

Quilter plc Annual Report 2025

Financial statements

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial

statements and our auditors’ report thereon. The Directors are responsible for the other information.

Our opinion on the financial statements does not cover the other information and, accordingly, we do

not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form

of assurance thereon.

In connection with our audit of the financial statements, our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with

thefinancial statements or our knowledge obtained in the audit, or otherwise appears to be materially

misstated. If we identify an apparent material inconsistency or material misstatement, we are required

to perform procedures to conclude whether there is a material misstatement of the financial statements

or a material misstatement of the other information. If, based on the work we have performed, we

conclude that there is a material misstatement of this other information, we are required to report that

fact. We have nothing to report based on these responsibilities.

With respect to the Strategic Report and Directors’ Report, we also considered whether the disclosures

required by the UK Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to

report certain opinions and matters as described below.

Strategic Report and Directors’ Report

In our opinion, based on the work undertaken in the course of the audit, the information given in the

Strategic Report and Directors’ Report for the year ended 31 December 2025 is consistent with the

financial statements and has been prepared in accordance with applicable legal requirements.

In light of the knowledge and understanding of the Group and Company and their environment

obtained in the course of the audit, we did not identify any material misstatements in the Strategic

Report and Directors’ Report.

Directors’ Remuneration

In our opinion, the part of the Annual Report on Remuneration to be audited has been properly

prepared in accordance with the Companies Act 2006.

Corporate governance statement

The Listing Rules require us to review the Directors’ statements in relation to going concern, longer-term

viability and that part of the corporate governance statement relating to the Company’s compliance with

the provisions of the UK Corporate Governance Code specified for our review. Our additional

responsibilities with respect to the corporate governance statement as other information are described

in the Reporting on other information section of this report.

Based on the work undertaken as part of our audit, we have concluded that each of the following

elements of the corporate governance statement is materially consistent with the financial statements

and our knowledge obtained during the audit, and we have nothing material to add or draw attention

toin relation to:

– The Directors’ confirmation that they have carried out a robust assessment of the emerging and

principal risks;

– The disclosures in the Annual Report that describe those principal risks, what procedures are in

placeto identify emerging risks and an explanation of how these are being managed or mitigated;

– The Directors’ statement in the financial statements about whether they considered it appropriate to

adopt the going concern basis of accounting in preparing them, and their identification of any material

uncertainties to the Group’s and Company’s ability to continue to do so over a period of at least twelve

months from the date of approval of the financial statements;

– The Directors’ explanation as to their assessment of the Group’s and Company’s prospects, the period

this assessment covers and why the period is appropriate; and

– The Directors’ statement as to whether they have a reasonable expectation that the Company will be

able to continue in operation and meet its liabilities as they fall due over the period of its assessment,

including any related disclosures drawing attention to any necessary qualifications or assumptions.

Our review of the Directors’ statement regarding the longer-term viability of the Group and Company

was substantially less in scope than an audit and only consisted of making inquiries and considering

theDirectors’ process supporting their statement; checking that the statement is in alignment with the

relevant provisions of the UK Corporate Governance Code; and considering whether the statement

isconsistent with the financial statements and our knowledge and understanding of the Group and

Company and their environment obtained in the course of the audit.

In addition, based on the work undertaken as part of our audit, we have concluded that each of the

following elements of the corporate governance statement is materially consistent with the financial

statements and our knowledge obtained during the audit:

– The Directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced

andunderstandable, and provides the information necessary for the members to assess the Group’s

and Company’s position, performance, business model and strategy;

– The section of the Annual Report that describes the review of effectiveness of risk management and

internal control systems; and

– The section of the Annual Report describing the work of the Board Audit Committee.

We have nothing to report in respect of our responsibility to report when the Directors’ statement

relating to the Company’s compliance with the Code does not properly disclose a departure from

arelevant provision of the Code specified under the Listing Rules for review by the auditors.

Independent auditors’ report to the members of Quilter plc

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Quilter plc Annual Report 2025

Responsibilities for the financial statements and the audit

Responsibilities of the Directors for the financial statements

As explained more fully in the Statement of Directors’ responsibilities, the Directors are responsible for

the preparation of the financial statements in accordance with the applicable framework and for being

satisfied that they give a true and fair view. The Directors are also responsible for such internal control

as they determine is necessary to enable the preparation of financial statements that are free from

material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s and the

Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless the Directors either intend to liquidate

the Group or the Company or to cease operations, or have no realistic alternative but to do so.

Auditors’ responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole

are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that

includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an

audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the

aggregate, they could reasonably be expected to influence the economic decisions of users taken

onthebasis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design

procedures in line with our responsibilities, outlined above, to detect material misstatements in respect

of irregularities, including fraud. The extent to which our procedures are capable of detecting

irregularities, including fraud, is detailed below.

Based on our understanding of the Group and industry, we identified that the principal risks of

non-compliance with laws and regulations related to breaches of UK regulatory principles, such as those

governed by the Prudential Regulation Authority (“PRA”) and the Financial Conduct Authority (“FCA”), and

unsuitable or prohibited business practices, and we considered the extent to which non-compliance

might have a material effect on the financial statements. We also considered those laws and regulations

that have a direct impact on the financial statements such as the Companies Act 2006 and the Listing

Rules. We evaluated management’s incentives and opportunities for fraudulent manipulation of the

financial statements (including the risk of override of controls), and determined that the principal risks

were related to overstating results by overstating revenue or understating expenses to improve current

year profit, as well as management bias in accounting estimates and judgemental areas of the financial

statements, such as the customer remediation exercise provision. The Group engagement team shared

this risk assessment with the component auditors so that they could include appropriate audit

procedures in response to such risks in their work. Audit procedures performed by the group

engagement team and/or component auditors included:

– Identifying and testing journal entries, in particular journal entries posted with unusual account

combinations, such as non-standard and unusual journals to revenue and expenses which may

beindicative of the manipulation of pre-tax profit.

– Discussions with the Board Audit Committee, management, internal audit, management involved inthe

risk and compliance functions and the Group and Company’s legal function, including consideration of

known or suspected instances of non-compliance with laws and regulation and fraud.

– Reviewing correspondence between the Group and the PRA, the FCA and HMRC in relation to

compliance with laws and regulations.

– Assessment of matters reported on the Group’s whistleblowing register including the quality and

results of management’s investigation of such matters.

– Reviewing Board minutes as well as relevant Board Committees’ meeting minutes, including those

ofthe Board Audit Committee, the Board Remuneration Committee, and the Board Risk Committee.

– Reviewing data regarding customer complaints, the Group’s and Company’s register of litigation and

claims, internal audit reports, and compliance reports in so far as they related to non-compliance with

laws and regulations and fraud.

– Challenging assumptions made by management in accounting estimates and judgements, in particular

in relation to provisions and the impairment assessment of investments in subsidiaries.

– Designing audit procedures to incorporate unpredictability around the nature, timing or extent of

our testing.

There are inherent limitations in the audit procedures described above. We are less likely to become

aware of instances of non-compliance with laws and regulations that are not closely related to events and

transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement

due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve

deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

Our audit testing might include testing complete populations of certain transactions and balances,

possibly using data auditing techniques. However, it typically involves selecting a limited number of items

for testing, rather than testing complete populations. We will often seek to target particular items for

testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable

usto draw a conclusion about the population from which the sample is selected.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s

website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.

Use of this report

This report, including the opinions, has been prepared for and only for the Company’s members as

abody in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose.

Wedo not, in giving these opinions, accept or assume responsibility for any other purpose or to any

other person to whom this report is shown or into whose hands it may come save where expressly

agreed by our prior consent in writing.

Independent auditors’ report to the members of Quilter plc

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117

Quilter plc Annual Report 2025

Financial statements

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

– we have not obtained all the information and explanations we require for our audit; or

– adequate accounting records have not been kept by the Company, or returns adequate for our audit

have not been received from branches not visited by us; or

– certain disclosures of Directors’ remuneration specified by law are not made; or

– the Company financial statements and the part of the Annual Report on Remuneration to be audited

are not in agreement with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

Appointment

We were first appointed by the Company for the financial year ended 31 December 2020.

Ouruninterrupted engagement covers six financial years.

Other matter

The Company is required by the Financial Conduct Authority Disclosure Guidance and Transparency

Rules to include these financial statements in an annual financial report prepared under the structured

digital format required by DTR 4.1.15R – 4.1.18R and filed on the National Storage Mechanism of the

Financial Conduct Authority. This auditors’ report provides no assurance over whether the structured

digital format annual financial report has been prepared in accordance with those requirements.

Sandra Dowling

(Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

London

4 March 2026

Independent auditors’ report to the members of Quilter plc

118

Quilter plc Annual Report 2025

		Year ended	Year ended
		31 December	31 December
		2025	2024
	Notes	£m	£m
Income
Fee income and other income from service activities	8	733	544
Investment return	9	8,607	4,877
Other income		24	28
Total income		9,364	5,449
Expenses
Investment contract claims benefits		(1)	–
Change in investment contract liabilities	29	(7,145)	(4,065)
Fee and commission expenses and other acquisition costs	10(a)	(51)	(49)
Change in third-party interests in consolidated funds		(1,223)	(587)
Other operating and administrative expenses	10(b)	(600)	(691)
Finance costs	10(e)	(21)	(21)
Total expenses		(9,041)	(5,413)
Impairment of investments in associates	17(b)	–	(1)
Share of profit after tax of associates	17(a)	1	–
Profit before tax		324	35
Income tax expense attributable to policyholder returns	11(a)	(161)	(95)
Profit/(loss) before tax attributable to shareholder returns		163	(60)
Income tax expense	11(a)	(204)	(69)
Less: income tax expense attributable to policyholder returns		161	95
Income tax (expense)/credit attributable to shareholder returns	11(a)	(43)	26
Profit/(loss) after tax attributable to the owners of the Company		120	(34)
Other comprehensive income/(expense)
Items that may be reclassified subsequently to profit or loss
Exchange gains/(losses) on translation of foreign operations		1	(1)
Total comprehensive income		121	(35)
Earnings per Ordinary Share
Basic earnings per Ordinary Share (pence)	12	8.9	(2.5)
Diluted earnings per Ordinary Share (pence)	12	8.6	(2.5)

All income and expenses relate to continuing operations.

The above consolidated statement of comprehensive income should be read in conjunction with the

accompanying notes.

Consolidated statement of comprehensive income

For the year ended 31 December 2025

Strategic Report Governance Report Other information

119

Quilter plc Annual Report 2025

Financial statements

		31 December	31 December
		2025	2024
	Notes	£m	£m
Assets
Goodwill and intangible assets	14	328	339
Property, plant and equipment	15	86	91
Investment property	16	8	9
Investments in associates	17	21	16
Contract costs	25	31	24
Loans and advances	18	44	56
Financial investments	19	73,362	59,360
Deferred tax assets	31(a)	88	115
Current tax receivable	31(c)	–	45
Trade, other receivables and other assets	24	398	418
Derivative assets	20	24	26
Cash and cash equivalents	26	2,152	1,949
Total assets		76,542	62,448
Equity and liabilities
Equity
Ordinary Share capital	27	115	115
Ordinary Share premium reserve		58	58
Capital redemption reserve		346	346
Share-based payments reserve	28	40	42
Other reserves		–	(1)
Retained earnings		907	863
Total equity		1,466	1,423
Liabilities
Investment contract liabilities	29	64,493	51,758
Third-party interests in consolidated funds		9,394	8,225
Provisions	30	63	111
Deferred tax liabilities	31(b)	180	96
Current tax payable	31(c)	2	1
Borrowings and lease liabilities	32	271	275
Trade, other payables and other liabilities	33	649	506
Derivative liabilities	20	24	53
Total liabilities		75,076	61,025
Total equity and liabilities		76,542	62,448

The financial statements on pages 119 to 122 were approved by the Board of Directors on 4 March 2026

and signed on its behalf by

Steven Levin

Chief Executive Officer

Mark Satchel

Chief Financial Officer

The above consolidated statement of financial position should be read in conjunction with the

accompanying notes.

Consolidated statement of financial position

At 31 December 2025

120

Quilter plc Annual Report 2025

Consolidated statement of changes in equity

For the year ended 31 December 2025

		Ordinary	Ordinary Share	Capital	Share-based			Total
		Share	premium	redemption	payments	Other	Retained	shareholders’
		capital	reserve	reserve 2	reserve	reserves	earnings	equity
Year ended 31 December 2025	Notes	£m	£m	£m	£m	£m	£m	£m
Balance at 1 January 2025		115	58	346	42	(1)	863	1,423
Profit after tax attributable to the owners of the Company		–	–	–	–	–	120	120
Other comprehensive income		–	–	–	–	1	–	1
Total comprehensive income		–	–	–	–	1	120	121
Dividends	13	–	–	–	–	–	(84)	(84)
Movement in own shares 3		–	–	–	–	–	(13)	(13)
Equity-settled share-based payment transactions	28(e)	–	–	–	(5)	–	18	13
Aggregate tax effects of items recognised directly in equity		–	–	–	3	–	3	6
Total transactions with the owners of the Company		–	–	–	(2)	–	(76)	(78)
Balance at 31 December 2025		115	58	346	40	–	907	1,466

		Ordinary	Ordinary Share	Capital	Share-based			Total
		Share	premium	redemption	payments	Other	Retained	shareholders’
		capital	reserve	reserve 2	reserve	reserves	earnings	equity
Year ended 31 December 2024	Notes	£m	£m	£m	£m	£m	£m	£m
Balance at 1 January 2024		115	58	346	42	–	958	1,519
Loss after tax attributable to the owners of the Company		–	–	–	–	–	(34)	(34)
Other comprehensive expense		–	–	–	–	(1)	–	(1)
Total comprehensive income		–	–	–	–	(1)	(34)	(35)
Dividends	13	–	–	–	–	–	(73)	(73)
Exchange rate movements (ZAR/GBP) 1		–	–	–	–	–	(1)	(1)
Movement in own shares 3		–	–	–	–	–	(6)	(6)
Equity-settled share-based payment transactions	28(e)	–	–	–	(4)	–	18	14
Aggregate tax effects of items recognised directly in equity		–	–	–	4	–	1	5
Total transactions with the owners of the Company		–	–	–	–	–	(61)	(61)
Balance at 31 December 2024		115	58	346	42	(1)	863	1,423

For shares registered on the Johannesburg Stock Exchange, the amounts of proposed dividends are set in South African Rand on the relevant Market Announcement date which is prior to the date of payment. The impact of exchange rate movements between these dates

is recognised directly in equity. The Group held cash in South African Rand equal to the expected cash outflows and therefore was economically hedged for these payments. Refer to note 7(b)(vi) for further details.

The Capital redemption reserve is comprised of the nominal value of shares cancelled or shares redeemed under share buyback and capital return programmes.

The number of own shares held by Quilter’s employee benefit trusts is disclosed in note 12(a).

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

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Quilter plc Annual Report 2025

Financial statements

Consolidated statement of cash flows

For the year ended 31 December 2025

Notes to the consolidated financial statements

For the year ended 31 December 2025

The cash flows presented in this statement cover all the Group’s activities and include flows from both

policyholder and shareholder activities. All cash and cash equivalents are available for general use by

the Group for the purposes of the disclosures required under IAS 7 Statement of Cash Flows except

forcash and cash equivalents in consolidated funds (as shown in note 26).

		Year ended	Year ended
		31 December	31 December
		2025	2024
	Notes	£m	£m
Cash flows from operating activities
Cash flows from operating activities		6,239	4,654
Taxation paid		(43)	(69)
Total net cash flows from operating activities	26(b)	6,196	4,585
Cash flows from investing activities
Net purchases and sales of financial investments excluding fixed-term
deposits		(5,810)	(4,360)
Investment in fixed-term deposits		(50)	–
Purchase of property, plant and equipment		(4)	(8)
Acquisition of subsidiaries	6	(2)	(6)
Acquisition of shares in associates		(4)	(14)
Total net cash flows from investing activities		(5,870)	(4,388)
Cash flows from financing activities
Dividends paid to the owners of the Company	13	(84)	(73)
Exchange rate movements passed to shareholders 1		–	(1)
Quilter plc shares acquired for use within the Group’s employee share
schemes		(13)	(6)
Finance costs on borrowings 2	32(a)	(17)	(18)
Payment of interest on lease liabilities 2	32(b)	(2)	(2)
Payment of principal of lease liabilities		(7)	(8)
Total net cash flows from financing activities		(123)	(108)
Net increase in cash and cash equivalents		203	89
Cash and cash equivalents at the beginning of the year		1,949	1,859
Effect of exchange rate changes on cash and cash equivalents		–	1
Cash and cash equivalents at the end of the year	26(a)	2,152	1,949

The exchange rate movements passed to shareholders relate to foreign exchange gains or losses that have arisen on dividend

payments to JSE shareholders. Further details are included within the consolidated statement of changes in equity.

The total interest paid of £1 9 million (2024: £20 million) includes finance costs on borrowings and payment of interest on lease

liabilities.

General information

Quilter plc (the “Company”, the “Parent Company”), a public limited company incorporated in England

and Wales and domiciled in the United Kingdom (“UK”), together with its subsidiaries (collectively, the

“Group”) offers investment and wealth management services, long-term savings and financial advice

primarily in the UK. Quilter plc is listed with a primary listing on the London Stock Exchange (“LSE”) and a

secondary listing on the Johannesburg Stock Exchange (“JSE”).

The Company’s registration number is 06404270. The address of the registered office is Senator House,

85 Queen Victoria Street, London, EC4V 4AB.

1: Basis of preparation

The consolidated financial statements of Quilter plc for the year ended 31 December 2025 have been

prepared in accordance with UK-adopted International Accounting Standards and with the requirements

of the Companies Act 2006 as applicable to companies reporting under those standards.

These consolidated financial statements have been prepared on a historical cost basis, except for the

revaluation of certain financial instruments which are held at fair value, and are presented in pounds

sterling, which is the currency of the primary economic environment in which the Group operates.

Appendix A Related undertakings forms an integral part of these consolidated financial statements.

The separate financial statements of the Company are on pages 175 to 176.

Going concern

The Directors have considered the resilience of the Group, its current financial position, the principal

risks facing the business and the effectiveness of any mitigating strategies which are or could be

applied. This included an assessment of capital and liquidity over a three-year business planning period

covering 2026 to 2028. This assessment incorporated a number of stress tests covering a broad range

of severe but plausible adverse scenarios, including economic and market shocks of up to 40% falls in

equity markets, mass lapse events, new business growth scenarios and severe business interruption,

equivalent to one in every 50 and one in every 200-year events. As part of the going concern

assessment, the Group took into consideration the current position of the UK and global economy.

The Group also considered how climate-related risks and opportunities affect operations, investment

activities, advice and distribution, and their impact on specific projects and initiatives, estimates and

judgements. Based on the assessment, the Directors believe that both the Group and Quilter plc have

sufficient financial resources to continue in business for a period of at least 12 months from the date of

approval of these financial statements and continue to adopt the going concern basis in preparing the

Group and Parent Company financial statements. Further information is contained in the viability

statement and going concern section of the Annual Report.

Basis of consolidation

The Group’s consolidated financial statements incorporate the assets, liabilities and results of the

Company and its subsidiaries. Subsidiaries are those entities, including investment funds, controlled

by the Group. More information on how the Group assesses whether it has control over an entity is

provided in accounting policy note 5(a). Subsidiaries are consolidated from the date the Group obtains

control and are excluded from consolidation from the date the Group loses control.

The above consolidated statement of cash flows should be read in conjunction with the

accompanyingnotes.

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Quilter plc Annual Report 2025

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the

accounting policies used in line with Group policies. All intercompany transactions, balances and

unrealised gains and losses on transactions between Group companies are eliminated when preparing

consolidated financial statements.

Liquidity analysis of the statement of financial position

The Group’s statement of financial position is in order of liquidity. For each asset and liability line item,

those amounts expected to be recovered or settled more than 12 months after the reporting date are

disclosed separately in the notes to the consolidated financial statements.

Critical accounting estimates and judgements

The preparation of financial statements requires management to exercise judgement in applying the

Group’s material accounting policies and make estimates and assumptions that affect the reported

amounts of assets and liabilities at the date of the financial statements. The Board Audit Committee

reviews these areas of judgement and estimates, and the appropriateness of material accounting

policies adopted in the preparation of these financial statements.

The Group’s critical accounting judgements and estimates are detailed below:

Critical accounting judgements

The Group’s critical accounting judgements are those made when applying its material accounting

policies and that have the greatest effect on the net profit and net assets recognised in the Group’s

financial statements. There are no critical accounting judgements that have a significant impact on these

financial statements.

Critical accounting estimates

The Group’s critical accounting estimates involve the most complex or subjective assessments and

assumptions, which have a significant risk of resulting in material adjustment to the net carrying

amounts of assets and liabilities until those amounts are settled. Management uses its knowledge of

current facts and circumstances and applies estimation and assumption setting techniques, that are

aligned with relevant actuarial and accounting standards and guidance, to make predictions about

future actions and events. Actual results may differ materially from those estimates.

Ongoing Advice Review

As previously announced in March 2024, the Group committed to undertake a review of historical data

and practices across the Appointed Representative firms in the Quilter Financial Planning network in

relation to the provision of ongoing advice. Following discussion with the FCA, a Skilled Person was

appointed in June 2024 to assess and provide a view to the FCA on whether the delivery of ongoing

advice services by Appointed Representative firms in the Quilter Financial Planning network had

been compliant with applicable regulatory requirements, during the period from 1 January 2017 to

31 December 2023. Based on the results of the Skilled Person Review, together with other evidence

available at the time the Group’s 2024 financial statements were approved, the Group recognised a

provision for a reasonable estimate of the costs of a customer remediation exercise at 31 December

2024, including both redress and administrative costs. This was based upon assumptions at the time

as to a plausible customer remediation approach that may be followed.

The Skilled Person Review was finalised, and the final report submitted to the FCA during the first half

of 2025, with no major differences in results noted from those used to recognise a provision at

31 December 2024. Accordingly, a Customer Remediation Strategy in relation to ongoing advice was

developed by the Group, in consultation with management’s external experts and remains ongoing. The

remediation exercise is risk-based and will consider cases where the customer has been charged for

ongoing advice services, and the adviser is unable to satisfactorily evidence the provision of those

services. The remediation exercise will involve the population of customers who are at the highest

likelihood of having not received the expected level of service from their adviser, based upon the results

of the Skilled Person Review, together with other evidence available. The Group has revised the

estimated costs from the costs previously recognised within the provision. The value of the provision at

31 December 2025 takes account of the latest estimates for:

– refunds of fees previously charged for the population of customers included within the review;

– interest payable, which has been updated to align to the latest Financial Ombudsmen Service interest

payment policy; and

– the costs of carrying out the remediation exercise.

Further information on the provision including information about the assumptions made and the

uncertainties arising is contained in note 30.

The significant estimates in the calculation of the provision are:

– extrapolation of the proportion of the sample where satisfactory evidence of servicing was not found

following an initial internal review, to the entire population of ongoing advice customers;

– response rate for customers invited to engage in the remediation exercise; and

– administrative costs to perform the remediation exercise, including costs associated with customer

engagement and case reviews, which have been determined based upon experience from the project

to date, and assumptions on the time period to complete the review process.

1: Basis of preparation continued

Notes to the consolidated financial statements

For the year ended 31 December 2025

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Quilter plc Annual Report 2025

Financial statements

2: New standards, amendments to standards, and interpretations adopted

by the Group

The amendments to accounting standards in the table below became applicable for the current

reporting period, with no material impact on the Group’s results, financial position or disclosures.

Adopted by the Group from	Amendments to standards
1 January 2025	Amendments to IAS 21 Lack of Exchangeability

3: Future standards, amendments to standards, and interpretations not

early adopted in these financial statements

Certain new standards, interpretations and amendments to existing standards have been published by

the International Accounting Standards Board (“IASB”) that are not yet effective. The Group has not early

adopted these standards, interpretations and amendments.

IFRS 18 Presentation and Disclosures in Financial Statements

IFRS 18 includes requirements for all entities applying IFRS for the presentation and disclosure of

information in financial statements. The standard aims to improve how companies communicate in

their financial statements, with a focus on information about financial performance in the statement

of profit or loss. IFRS 18 replaces IAS 1 Presentation of Financial Statements. The effective date of

IFRS 18 is 1 January 2027. The standard was approved for adoption by the UK Endorsement Board on

10 December 2025. The Group is currently assessing the impact of adoption and expects the standard

to have a material impact on the presentation and disclosure of the financial statements of the Group

and the Parent Company. It is not anticipated that the adoption of the standard will impact on the profit

or net assets of the Group or the Parent Company.

IFRS 19 Subsidiaries without Public Accountability: Disclosures

IFRS 19 specifies the reduced disclosure requirements an eligible subsidiary is permitted to apply

instead of the disclosure requirements in other IFRS standards. The effective date of IFRS 19 is 1 January

2027. The standard is not yet endorsed by the UK Endorsement Board and the Group does not expect

the standard to have a material impact on the financial statements of the Group or the Parent Company.

IFRS 9 and IFRS 7 – Amendments to the Classification and Measurement of Financial Instruments

Amendments to IFRS 9 and IFRS 7 were made to:

– clarify the date of recognition and derecognition of some financial assets and liabilities, with a new

exception for some financial liabilities settled through an electronic cash transfer system;

– clarify and add further guidance for assessing whether a financial asset meets the solely payments

of principal and interest (“SPPI”) criterion;

– add new disclosures for certain instruments with contractual terms that can change cash flows

(such as some financial instruments with features linked to the achievement of environment, social

and governance targets); and

– update the disclosures for equity instruments designated at fair value through other comprehensive

income (“FVOCI”).

The Group does not expect these amendments to have a material impact on its operations or financial

statements. The effective date of these amendments is 1 January 2026.

4: Significant changes in the year

Except for the matters disclosed in the notes to these financial statements there are no significant

changes in the current reporting period to be disclosed.

5: Material accounting policies

The Group’s material accounting policies are described below. There have been no changes to the

Group’s material accounting policies as a result of changes in accounting standards during the year.

The accounting policies disclosed in these notes have been consistently applied throughout the current

and prior financial year.

5(a): Group accounting

Subsidiaries

Subsidiary undertakings are those entities (investees) controlled by the Group. The Group controls

an investee if, and only if, the Group has all three elements of control:

– power over the investee;

– exposure or rights to variable returns from its involvement with the investee; and

– the ability to affect those returns through its power over the investee.

For operating entities, this usually arises with a shareholding in the entity of 50% or more.

Associates

Associates are entities over which the Group has significant influence, but not control or joint control,

through its participation in the entity’s financial and operating policy decisions. Significant influence is

generally demonstrated by the Group holding between 20% and 50% of the voting rights. Voting rights

are not the only consideration, all other relevant factors, contractual or otherwise, are assessed in

determining whether the Group can exercise significant influence.

The results, assets and liabilities of associates are incorporated into these consolidated financial

statements using the equity method of accounting from the date that significant influence commences

until the date it ends. Under this method, the cost of the investment in an associate together with the

Group’s share of that entity’s post-acquisition changes to shareholders’ funds is included as an asset

in the consolidated statement of financial position. The cost includes goodwill recognised on acquisition.

After initial recognition, the consolidated financial statements include the Group’s share of the profit

or loss and other comprehensive income of the associate until the date on which significant influence

ceases. Where a Group entity transacts with an associate of the Group, unrealised profits and losses

are eliminated to the extent of the Group’s interest in the relevant associate. Unrealised losses are

eliminated in the same way but only to the extent that there is no evidence of impairment. Investments

in associates that are held with a view to subsequent resale are accounted for as non-current assets

held for sale.

Where the Group has an investment in an associate, a portion of which is held by, or is held indirectly

through a unit trust or similar entity, including through unit-linked funds, that portion of the investment

is measured at FVTPL.

Notes to the consolidated financial statements

For the year ended 31 December 2025

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Quilter plc Annual Report 2025

The Group classified 360 Dot Net Limited as an associate throughout 2024 and 2025. In addition, the

Group classified Beals Mortgage and Financial Services Limited and Clinton Kennard Associates Ltd

as associates from 29 October 2024 to 31 December 2024 in the prior period and throughout 2025.

Digby Associates Limited was classified as an associate from 3 April 2025 (see note 6).

Investment funds

The Group consolidates certain of its interests in open-ended investment companies (“OEICs”), unit

trusts, mutual funds and similar investment vehicles (collectively “investment funds”).

The Group continually assesses any changes to facts and circumstances to determine, in the context of

the three elements of control listed above, whether it still controls the investee and is therefore required

to consolidate it.

The Group invests in a wide range of investment funds in respect of its unit-linked investment contracts

where investments are made to match the investment choices of its customers. For some of these

funds, it also acts as fund manager. These funds invest predominantly in equities, bonds, cash and cash

equivalents. The Group holds interests in these investment funds mainly through the receipt of fund

management fees, in the case where the Group acts as fund manager, which provide a variable return

based on the value of the funds under management and other criteria, and in the case of third-party

funds where fund performance has an impact on fund-based fees within unit-linked investment

contracts and other similar customer investment products. Where the Group acts as fund manager,

it may also hold investments in the underlying funds, through acquiring units or shares. Where these

investments are held in unit-linked funds, the Group has a secondary exposure to variable returns

through the management fees that it deducts from unit-linked policyholders’ account balances. The

Group’s percentage ownership can fluctuate from day-to-day according to the Group’s participation

in them as customers’ underlying investment choices change.

Where, as is often the case with investment funds, voting or similar rights are not the dominant factor

in deciding who controls the investee, other factors are considered in the control assessment. When

assessing the control of investment funds, the Group considers the purpose and design of the fund,

the scope of its decision-making authority, including its ability to direct relevant activities and to govern

the operations of a fund so as to obtain variable returns from that fund and its ability to use its power

to affect these returns, both from the perspective of an investor and an asset manager. In addition, the

Group assesses rights held by other parties including substantive removal (“kick-out”) rights that may

affect the Group’s ability to direct relevant activities.

On consolidation, the interests of parties other than the Group are classified as a liability in the Group’s

statement of financial position and are described as “third-party interests in consolidated funds”. Such

interests are not recorded as non-controlling interests as they meet the criteria to be classified as

liabilities rather than equity. These liabilities are regarded as current, as they are repayable on demand,

although it is not expected that they will be settled in a short time period.

Business combinations

The Group is required to use the acquisition method of accounting for business combinations. Business

combinations are accounted for at the date that control is achieved (the acquisition date). The cost of a

business combination is measured as the aggregate of the fair values (at the date of exchange) of assets

given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for

control of the acquiree. Deferred and contingent consideration relating to acquisitions is recognised

as a liability on the date of acquisition.

The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for

recognition are recognised at their fair value at the acquisition date.

If the initial accounting for a business combination is incomplete by the end of the reporting period in

which the combination occurs, the Group reports provisional amounts. Where provisional amounts are

reported, these are adjusted during the measurement period which extends up to a maximum of 12

months from the acquisition date. Additional assets or liabilities may also be recognised during this

period, to reflect any new information obtained about the facts and circumstances that existed at the

acquisition date that, if known, would have affected the amounts recognised at that date.

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of

the identifiable net assets of the acquired entity at the date of acquisition. Other acquisition-related

costs, not forming part of the cost of acquisition, are expensed as incurred.

Upon sale, the Group derecognises a subsidiary or disposal group on the date on which control passes.

The consolidated statement of comprehensive income includes the results of a subsidiary or disposal

group up to the date of disposal. The difference between the proceeds from the sale of a subsidiary

undertaking and its carrying amount as at the date of disposal, including the cumulative amount of

any related exchange differences that are recognised in the foreign currency translation reserve,

is recognised in profit and loss as the gain or loss on sale of the subsidiary undertaking.

Intangible assets acquired as part of a business combination

Intangible assets acquired as part of a business combination are recognised where they are separately

identifiable and can be measured reliably. Acquired intangible assets consist primarily of contractual

relationships such as customer relationships and distribution channels. Such items are capitalised at

their fair value, represented by the estimated net present value of the future cash flows from the relevant

relationships acquired at the date of acquisition. Brands and similar items acquired as part of a business

combination are capitalised at their fair value based on a ‘relief from royalty’ valuation methodology.

After initial recognition, acquired intangible assets are measured at cost less amortisation and any

recognised impairment losses. Amortisation is recognised at rates calculated to write off the cost or

valuation less estimated residual value, using a straight-line method over their estimated useful lives

as set out below:

– Distribution channels 8 years

– Customer relationships 7-10 years

– Software 5 years

5: Material accounting policies continued

5(a): Group accounting continued

Notes to the consolidated financial statements

For the year ended 31 December 2025

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Quilter plc Annual Report 2025

Financial statements

The economic lives are determined by considering relevant factors such as usage of the asset, product

life cycles, potential obsolescence, competitive position and stability of the industry. The amortisation

period is re-evaluated at the end of each financial year.

5(b): Fair value measurement

Fair value is a market-based measure and is the price that would be received to sell an asset or paid to

transfer a liability in an orderly transaction between market participants at the measurement date. For

a financial instrument, the best evidence of fair value at initial recognition is normally the transaction

price, which represents the fair value of the consideration given or received.

Where observable market prices in an active market, such as bid or offer (ask) prices are unavailable, fair

value is measured using valuation techniques based on the assumptions that market participants would

use when pricing the asset or liability. If an asset or a liability measured at fair value has a bid or an offer

price, the price within the bid-offer spread that is most representative of fair value is used as the basis

of the fair value measurement.

The quality of the fair value measurement for financial instruments is disclosed by way of the fair value

hierarchy in note 22.

5(c): Product classification

The Group’s life assurance contracts included in the Affluent segment are categorised as investment

contracts, in accordance with the classification criteria set out in the paragraph below.

Investment contracts

Investment contracts do not meet the IFRS definition of an insurance contract as they do not transfer

significant insurance risk from the policyholder to the insurer. Unit-linked investment contracts are

separated into two components, an investment management services component and a financial

liability. The financial liability component is designated at FVTPL as it is managed on a fair value basis,

and its value is directly linked to the market value of the underlying portfolio of assets. The Group does

not directly benefit economically from returns from the assets held to match policyholder liabilities,

apart from secondary exposure to future annual management fees that the Group expects to receive

over the life of the policy.

5(d): Fee income and other income from service activities

Fee income and other income from service activities represent the fair value of services provided, net of

value added tax. Revenue is only recognised to the extent that management is satisfied that it is highly

probable that no significant reversal of the revenue recognised will be required when uncertainties are

resolved. In circumstances where refunds are expected on a portion of the income, including indemnity

commission on policies sold, an estimate of the reduction of revenue is made and charged to profit and

loss at the point of sale, based upon assumptions determined from historical experience.

Fund-based fees

This relates to non-refundable fees taken on receipt of customers’ investments and recognised on

receipt over the life of the contract, in line with the performance obligation associated with the contract

in respect of the administration of the underlying customer records and customer benefits.

In addition, this also includes periodic fee income based on the market valuation of the Group’s

contracts with customers. It is calculated and recognised on a daily basis in line with the provision

of investment management services.

This also includes the fee income of consolidated funds.

Premium-based fees

This relates to fees in respect of advice to customers when the advice has been provided and the

financial adviser’s performance obligation has been fully delivered. Accordingly, fee income is recognised

from the inception of the financial product sold.

Given the Group’s business model for advice, management is required to exercise judgement in

assessing the capacity in which the Group is contracting for the purposes of recognising revenue from

the advice business under IFRS 15. As a result of the assessment, management has determined that

revenue from the advice business should be presented net of certain fees and commissions payable

to Appointed Representatives of Quilter companies.

Fixed fees

This is periodic fee income which is fixed in value according to underlying contract terms and relates to

the provision of services and transactional dealing fees. It is recognised on provision of the transaction

or service.

Other fee and commission income

This includes charges taken from unit-linked funds to meet future policyholder tax liabilities. Depending

on the nature of the tax liability, the charges are either recognised at the point a transaction occurs on

the unit-linked fund, or annually.

5(e): Investment return

Investment return comprises two elements (a) investment income and (b) realised and unrealised gains

and losses on investments held at FVTPL.

Investment income

Investment income includes dividends on equity securities, customer and shareholder interest income

and rental income. Dividends are recorded as revenue on the ex-dividend date. Interest income is

recognised using the effective interest rate method which allocates interest and other finance costs at

a constant rate over the expected life of the financial instrument. In respect of client money, retained

interest income is accounted for under the principles of IFRS 15 and is calculated as the difference, on

an accruals basis, between total interest received and interest paid to customers.

Rental income is recognised on a straight-line basis over the lease term.

Realised and unrealised gains and losses

A gain or loss on a financial investment is only realised on disposal or transfer and represents the

difference between the proceeds received, net of transaction costs, and its original cost (or amortised

cost). Unrealised gains or losses, arising on investments which have not been disposed of or transferred,

represent the difference between carrying value at the year end and the carrying value at the previous

year end or purchase value (if this occurs during the year), less the reversal of previously recognised

unrealised gains or losses in respect of disposals made during the year.

5: Material accounting policies continued

5(a): Group accounting continued

Notes to the consolidated financial statements

For the year ended 31 December 2025

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Quilter plc Annual Report 2025

Gains and losses resulting from changes in both market value and foreign exchange rates on

investments classified at FVTPL are recognised in the period in which they occur.

5(f): Contract costs

Incremental costs, including fee and commission expenses, that are directly attributable to securing

unit-linked investment contracts, asset management services and advice business are deferred and

recognised as contract costs. Contract costs are linked to the contractual right to benefit from providing

the service. These are therefore amortised in line with the provision of the services to which the contract

relates.

5(g): Investment contract liabilities

The Group’s investment contracts are unit-linked contracts. At inception, investment contract liabilities

for unit-linked business are classified as financial liabilities and measured at FVTPL. For these contracts,

the fair value liability is equal to the total value of units allocated to the policyholders, based on the bid

price of the underlying assets in the fund. The FVTPL classification reflects the fact that the matching

investment portfolio that backs the unit-linked liabilities, is managed, and its performance evaluated,

on a fair value basis.

Contributions received on investment contracts are treated as policyholder deposits and credited

directly to investment contract liabilities, as opposed to being reported as revenue. Withdrawals paid

out to policyholders on investment contracts are treated as a reduction to policyholder deposits,

reducing the investment contract liabilities, as opposed to being recognised as expenses. This practice

is known as deposit accounting.

5(h): Financial instruments (other than derivatives)

Financial instruments cover a wide range of financial assets, including financial investments, trade

receivables and cash and cash equivalents and financial liabilities, including investment contract

liabilities, trade payables, borrowings, and obligations to purchase equity interests of companies within

the Group. Derivatives, which are also financial instruments, are covered by accounting policy note 5(j).

Financial assets and financial liabilities are recognised in the Group’s statement of financial position

when the Group becomes party to the contractual provisions of the instrument. Credit risk is assessed

at initial recognition based on experience. The Group derecognises a financial asset when the

contractual rights to receive cash flows have expired or been forfeited by the Group. A financial liability

is derecognised when the liability is extinguished.

The Group assesses the objective of a business model in which an asset is held at a portfolio level

because this best represents the way the business is managed and information is reported to

management. The assessment considers the stated portfolio policies and objectives. The Group

determines its strategy in holding the financial asset, particularly considering whether the Group earns

contractual interest revenue, for example to match the duration of financial assets to the duration of

liabilities that are funding those assets or to realise cash flows through the sale of the assets. The

frequency, volume and timing of sales in prior periods may be reviewed, along with the reasons for such

sales and expectations about future sales activity. These factors enable management to determine

which financial assets should be measured at FVTPL.

Initial measurement of financial assets

A financial asset (unless it is a trade receivable without a significant financing component that is initially

measured at the transaction price) is initially measured at fair value plus, for an item not at FVTPL,

transaction costs that are directly attributable to its acquisition.

Subsequent measurement of financial assets

The classification of financial assets depends on (i) the purpose for which it was acquired, (ii) the

business model in which it is managed, and (iii) its contractual cash flow characteristics. Two categories

are applicable to the Group’s financial assets: FVTPL and amortised cost. This classification determines

the subsequent measurement basis. The following accounting policies apply to the subsequent

measurement of financial assets.

Measurement basis	Accounting policies
FVTPL	These financial assets are subsequently measured at fair value. Net gains
	and losses, including interest and dividend income, are recognised in profit
	or loss.
Amortised cost	These financial assets are subsequently measured at amortised cost
	using the effective interest rate method. The amortised cost is reduced
	by impairment losses. Interest income, foreign exchange gains and losses
	and impairments are recognised in profit or loss. Any gain or loss on
	derecognition is recognised in profit or loss.

Amortised cost of financial assets

A financial asset is measured at amortised cost if it meets both of the following conditions and unless

recognised as FVTPL on initial recognition applying the Fair Value Option (see below):

– the asset is held within a business model whose objective is to hold assets to collect contractual cash

flows; and

– the contractual terms of the financial asset give rise to cash flows that are solely payments of principal

and interest on the principal amount outstanding on specified dates.

For the purposes of this assessment, principal is defined as the fair value of the financial asset on initial

recognition. Interest is defined as consideration for the time value of money and for the credit risk

associated with the principal amount outstanding during a particular period of time and for other basic

lending risks and costs (e.g. liquidity risk and administrative costs), as well as profit margin.

All other financial assets that are not measured at amortised cost are classified and measured at FVTPL.

Financial investments

The Group’s interests in pooled investment funds, equity securities and debt securities are mandatorily

at FVTPL, as they are part of groups of financial assets which are managed and whose performance is

evaluated on a fair value basis. These investments are recognised at fair value initially and subsequently,

with changes in fair value recognised in investment return.

Fixed-term deposits with a maturity profile exceeding three months are categorised as financial

investments and are measured at amortised cost.

5: Material accounting policies continued

5(e): Investment return continued

Notes to the consolidated financial statements

For the year ended 31 December 2025

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Financial statements

The Group recognises purchases and sales of financial investments on trade date, which is the date that

the Group commits to purchase or sell the assets. The costs associated with investment transactions

are included within expenses.

On initial recognition, the Group may irrevocably designate a financial asset at FVTPL that otherwise

meets the requirements to be measured at amortised cost, if doing so eliminates or significantly

reduces an accounting mismatch that would otherwise arise (the Fair Value Option).

Loans and advances

Loans are recognised when cash is advanced to borrowers. Loans to advisers are stated at amortised

cost using the effective interest rate method, except for loans at below-market interest rates which are

measured at fair value. Loans stated at amortised cost are subject to the impairment requirements

outlined below.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances, call deposits, money market collective investment

funds and other short-term deposits with an original maturity of three months or less.

Cash and cash equivalents held within money market collective investment funds are classified as

FVTPL. All other cash and cash equivalents are classified as amortised cost which means they are

initially recognised at fair value and subsequently carried at amortised cost using the effective interest

method and are subject to the impairment requirements outlined below. The carrying amount of cash

and cash equivalents, other than money market collective investment funds which are measured at fair

value, approximates to their fair value.

Financial liabilities and equity

Financial liabilities and equity instruments are classified according to the substance of the contractual

arrangements entered into. At inception, investment contract liabilities for unit-linked business and

obligations to purchase equity interests of companies within the Group are recognised as financial

liabilities and measured at FVTPL. Other financial liabilities, including the Group’s borrowings and trade

payables, are measured at amortised cost using the effective interest method. Investment contract

liabilities and obligations to purchase equity interests of companies within the Group are subsequently

measured at fair value. Gains and losses are recognised in profit or loss.

Trade payables and receivables

Trade payables and receivables are classified at amortised cost. Due to their short-term nature, their

carrying amount is considered to be the same as their fair value.

Impairment of financial assets

The expected loss accounting model for credit losses applies to financial assets measured at amortised

cost, but not to financial assets at FVTPL. Financial assets at amortised cost include trade receivables,

cash and cash equivalents (excluding money market collective investment funds which are measured

at fair value), fixed-term deposits and certain loans and advances.

Credit loss allowances are measured on each reporting date according to a three-stage expected credit

loss (“ECL”) impairment model:

Performing financial assets:

Stage 1

From initial recognition of a financial asset to the date on which an asset has experienced a significant

increase in credit risk relative to its initial recognition, a stage 1 loss allowance is recognised equal to the

credit losses expected to result from its default occurring over the earlier of the next 12 months or its

maturity date (“12-month ECL”).

Stage 2

Following a significant increase in credit risk relative to the initial recognition of the financial asset, a

stage 2 loss allowance is recognised equal to the credit losses expected from all possible default events

over the remaining lifetime of the asset (“Lifetime ECL”).

The assessment of whether there has been a significant increase in credit risk requires considerable

judgement, based on the lifetime probability of default.

Impaired financial assets:

Stage 3

When a financial asset is considered to be credit-impaired, the allowance for credit losses (“ACL”)

continues to represent lifetime expected credit losses. However, interest income is calculated based

on the amortised cost of the asset, net of the loss allowance, rather than its gross carrying amount.

Application of the impairment model

The Group applies the ECL model to all financial assets that are measured at amortised cost:

– Trade receivables, to which the simplified approach prescribed by IFRS 9 is applied. This approach

requires the recognition of a Lifetime ECL allowance on day one and thereafter.

– Loans, cash and cash equivalents, and fixed-term deposits at amortised cost, to which the general

three-stage model is applied, whereby a 12-month ECL is recognised initially and the balance is

monitored for significant increases in credit risk which would trigger the recognition of a Lifetime ECL

allowance.

ECLs are a probability-weighted estimate of credit losses. ECLs for financial assets that are not credit-

impaired at the reporting date are measured as the present value of all cash shortfalls (i.e. the difference

between the cash flows due in accordance with the contract and the cash flows that the Group expects

to receive). ECLs for financial assets that are credit-impaired at the reporting date are measured as the

difference between the gross carrying amount and the present value of estimated future cash flows.

ECLs are discounted at the effective interest rate of the financial asset. The maximum period considered

when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.

The measurement of ECLs considers information about past events and current conditions, as well as

supportable information about future events and economic conditions. The Group has implemented its

impairment methodology for estimating the credit loss, taking into account forward-looking information

in determining the appropriate level of allowance. In addition, it has identified indicators and set up

procedures for monitoring for significant increases in credit risk.

5: Material accounting policies continued

5(h): Financial instruments (other than derivatives) continued

Notes to the consolidated financial statements

For the year ended 31 December 2025

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Credit-impaired financial assets

At each reporting date, the Group assesses whether financial assets carried at amortised cost are

credit-impaired. A financial asset is credit-impaired when one or more events that have a detrimental

impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial

asset is credit-impaired includes events such as significant financial difficulty of the borrower or issuer,

a breach of contract such as a default or past due event or the restructuring of a loan or advance by the

Group on terms that the Group would not otherwise consider. The assumption that the credit risk for

balances over 30 days significantly increases has been rebutted on the basis that some balances will

exceed 30 days in the normal course of the settlement cycle, and therefore, there is no increase in the

credit risk.

Presentation of impairment

Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying

amount of the assets.

Write-offs

Loans and debt securities are written off (either partially or in full) when there is no realistic prospect

of the amount being recovered. This is generally the case when the Group concludes that the borrower

does not have assets or sources of income that could generate sufficient cash flows to repay the

amounts subject to the write-off.

5(i): Contract assets

Contract assets are not classified as financial assets. Due to their short-term nature, their carrying

amount is considered to be the same as their fair value.

The expected loss accounting model for credit losses applies to contract assets. The Group applies

the ECL model to contract assets, which are measured at amortised cost. The simplified approach

prescribed by IFRS 9 is applied to contract assets. This approach requires the recognition of a Lifetime

ECL allowance on day one and thereafter.

5(j): Derivatives

The only derivatives recognised in the Group’s statement of financial position arise as a result of the

consolidation of funds (described in note 5(a)). Management determines the classification of derivatives

at initial recognition and classifies derivatives as mandatorily at FVTPL. All derivatives are carried as

assets when their fair value is positive and as liabilities when their fair value is negative.

5(k): Employee benefits

Pension obligations

The Group operates two types of pension plans which have been established for eligible employees

of the Group:

– Defined contribution schemes where the Group makes contributions to members’ pension plans but

has no further payment obligations once the contributions have been paid.

– Defined benefit plans which provide pension payments upon retirement to members as defined by the

plan rules. The Group has funded these liabilities by ring-fencing assets in trustee-administered funds.

Defined contribution pension obligations

Under a defined contribution plan, the Group’s legal or constructive obligation is limited to the amount

it agrees to contribute to a pension fund and there is no obligation to pay further contributions if the

fund does not hold sufficient assets to pay benefits. Contributions in respect of defined contribution

schemes for current service are expensed as staff costs and other employee-related costs when

incurred.

Defined benefit pension obligations

A defined benefit pension plan typically defines the amount of pension benefit that an employee

will receive on retirement. For these plans, the Group’s defined benefit obligation is calculated by

independent actuaries using the projected unit credit method, which measures the pension obligation

as the present value of estimated future cash outflows. The discount rate used is determined based on

the yields for investment grade corporate bonds that have maturity dates approximating to the terms

of the Group’s obligations. Plan assets are measured at their fair value at the reporting date. The net

surplus or deficit of the defined benefit plan is recognised as an asset or liability and represents the

present value of the defined benefit obligation at the end of the reporting period less the fair value

of the plan assets.

An asset is recognised only where there is an unconditional right to future benefits. The current and

past service cost curtailments and settlements are charged to other expenses.

Remeasurements which comprise gains and losses as a result of experience adjustments and changes

in actuarial assumptions, the actual return on plan assets (excluding interest) and the effect of the asset

ceiling are recognised immediately in other comprehensive income in the period in which they occur.

Remeasurements are not reclassified to profit or loss in subsequent periods. Administration costs

(other than the costs of managing plan assets) are recognised as an expense when the service is

provided.

When the benefits of a plan are changed, or when a plan is curtailed, the portion of the changed benefit

related to past service by employees, or the gain or loss on curtailment, is recognised immediately in

profit or loss when the plan amendment or curtailment occurs.

Employee share-based payments

The Group operates a number of share incentive plans for its employees. These involve an award of

shares or options in the Group (equity-settled share-based payments). The Group has not granted

awards under cash-settled plans in the current or prior year.

The Group’s incentive plans have conditions attached before the employee becomes entitled to the

award. These can be performance and/or service conditions (vesting conditions) or conditions that are

often wholly within the control of the employee, for example where the employee has to provide funding

during the vesting period, which is then used to exercise share options (non-vesting condition).

Performance conditions may be market-based or non-market-based. Market-based performance

conditions are those related to an entity’s equity, such as achieving a specified share price or targets

based on a comparison of the entity’s share price with an index of share prices. Non-market

performance conditions are those related to an entity’s profit or revenue targets, an example of which

would be Earnings per Share (“EPS”). Market based performance conditions and non-vesting conditions

5: Material accounting policies continued

5(h): Financial instruments (other than derivatives) continued

Notes to the consolidated financial statements

For the year ended 31 December 2025

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Financial statements

are taken into account when estimating the fair value of the share or option awards at the measurement

date. The fair value of the share awards or options is not adjusted to take into account non-market

performance features. These are taken into consideration by adjusting the number of equity

instruments in the share-based payment measurement and this adjustment is made each period

until the equity instruments vest.

The fair value of share-based payment awards granted is recognised as an expense over the vesting

period which accords with the period for which related services are provided by the employee.

A corresponding increase in equity is recognised for equity-settled plans.

For equity-settled plans, the fair value is determined at grant date and not subsequently remeasured.

At each period end, the Group reassesses the number of equity instruments expected to vest for

awards subject to non-market based conditions and recognises any difference between the revised and

original estimate in profit or loss with a corresponding adjustment to the share-based payments reserve

in equity.

At the time the equity instruments vest, the amount recognised in the share-based payments reserve

in respect of those equity instruments is transferred to retained earnings.

5(l): Tax

Current tax

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or

substantively enacted at the reporting date and any adjustment to income tax payable in respect of

previous years. In the UK, a change in tax law is substantively enacted when it has been accepted by the

House of Commons. Current tax is charged or credited to profit or loss, except when it relates to items

recognised directly in equity or in other comprehensive income.

Deferred tax

Deferred tax represents the tax on profits or losses which are required by law to be taxed in a different

year to the year in which they impact the financial statements.

Deferred tax is calculated according to the statement of financial position method, based on temporary

differences between the tax base of assets and liabilities and their carrying amounts in the financial

statements. Deferred tax is calculated at the tax rates that are expected to apply in the period when

the liability is settled or the asset is realised.

Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available

against which the deductible temporary differences can be utilised.

Deferred tax is charged or credited to profit or loss, except when it relates to items recognised directly

in equity or in other comprehensive income. In certain circumstances, as permitted by accounting

standards, deferred tax balances are not recognised. In particular, where the liability relates to the initial

recognition of goodwill, or transactions that are not a business combination and at the time of their

occurrence affect neither accounting nor taxable profit. Note 31 includes further detail of circumstances

in which the Group does not recognise temporary differences.

Policyholder tax

Certain products are subject to tax on the policyholder investment returns. This “policyholder tax” is

an element of the Group’s total tax expense. To make the tax expense more meaningful, tax attributable

to policyholder returns and tax attributable to shareholder returns are shown separately.

The tax attributable to policyholder returns is the amount payable in the year plus the movement

of amounts expected to be payable in future years. The remainder of the tax expense is attributed

to shareholder returns.

5(m): Investments in subsidiaries

The Parent Company’s investments in subsidiary undertakings are initially stated at cost. Subsequently,

investments in subsidiary undertakings are stated at cost less any provision for impairment. An

investment in a subsidiary is deemed to be impaired when its carrying amount is greater than its

estimated recoverable amount, and there is evidence to suggest that the impairment occurred after

the initial recognition of the asset in the financial statements. All impairments are recognised in the

Parent Company profit or loss as they occur.

5(n): Goodwill and intangible assets

The recognition of goodwill arises on the acquisition of a business and represents the premium paid

over the fair value of the Group’s share of the identifiable assets and liabilities acquired at the date

of acquisition. Intangible assets include intangible assets initially recognised as part of a business

combination, purchased assets and internally generated assets, such as software development costs

related to amounts recognised for in-house systems development.

Goodwill and goodwill impairment

Goodwill arising on the Group’s investments in subsidiaries is shown as a separate asset, while that

on associates, where it arises, is included within the carrying value of those investments. Goodwill is

recognised as an asset at cost at the date when control is achieved (the acquisition date) and is

subsequently measured at cost less any accumulated impairment losses. Goodwill is not amortised

but is subject to annual impairment reviews.

Goodwill is allocated to one or more groups of cash-generating units (“CGUs”) expected to benefit from

the synergies of the combination, where the CGU represents the smallest identifiable group of assets

that generates cash inflows that are largely independent of the cash inflows from other assets or groups

of assets. Goodwill is reviewed for impairment at least annually as a matter of course even if there is

no indication of impairment, and whenever an event or change in circumstances occurs which indicates

a potential impairment. For impairment testing, the carrying value of goodwill is compared to the

recoverable amount. The recoverable amount is the higher of value-in-use and the fair value less costs of

disposal. Any impairment loss is recognised immediately in profit or loss and is not subsequently reversed.

On disposal of an operation within a group of CGUs to which goodwill has been allocated, the goodwill

associated with that operation is included in the carrying amount of the operation when determining

the gain or loss on sale. It is measured based on the relative values of the operation disposed of and the

portion of the CGU retained.

5: Material accounting policies continued

5(k): Employee benefits continued

Notes to the consolidated financial statements

For the year ended 31 December 2025

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The value-in-use calculations are determined as the sum of net tangible assets and the expected cash

flows from existing and expected future new business derived from the Business Plan. Future cash flow

elements allow for the cost of capital needed to support the business.

Market share and market growth information is also used to inform the expected volumes of future

new business.

Cost savings linked to future restructuring activity are only included in the value-in-use calculation in cases

where an associated restructuring provision has also been recognised. Consequently, for the purpose

of the value-in-use calculation, a number of planned cost savings and the related implementation costs,

primarily in relation to strategic projects, have been removed from the future cash flows.

The cost of capital is the weighted average of the cost of equity (return required by shareholders) and

the cost of debt (return required by bondholders and owners of properties leased by the Group).

When assessing the systematic risk (i.e. the beta value) within the calculation of the cost of equity, a

triangulation approach is used that combines beta values obtained from historical data, a forward-

looking view on the progression of beta values and the external views of investors.

Research, development and internally developed software

Costs incurred in the research phase are expensed, whereas costs incurred in the development phase

are capitalised, subject to meeting specific criteria, as set out in the relevant accounting standards and

guidance. In particular, for the costs to be capitalised, it is a requirement that future economic benefits

can be identified as resulting from the development expenditure.

There are a number of factors taken into account when considering whether internally developed

software meets the criteria to be recognised as an asset in the statement of financial position. For

example, where a third-party provider retains ownership of the software, no asset will be recognised

by the Group and the costs will be expensed as incurred.

Where it is capitalised, internally developed software is held at cost less accumulated amortisation and

impairment losses. Such software is recognised as an asset if, and only if, it is probable that the relevant

future economic benefits attributable to the software will flow to the Group and its cost can be

measured reliably.

Amortisation is recognised as an expense on a straight-line basis over the estimated useful life of

five years.

Subsequent expenditure

Subsequent expenditure on intangible assets is capitalised only when it increases the future economic

benefits embodied in the specific asset to which it relates. All other expenditure is expensed as

incurred.

Impairment testing for intangible assets

For intangible assets with finite lives, impairment charges are recognised where evidence of impairment

is observed. Indicators of impairment can be based on external factors, such as significant adverse

changes to the asset as part of the overall business environment and internal factors, such as worse

than expected performance reflected in the Group’s three-year Business Plan. If an indication of

impairment exists, the recoverable amount of the asset is estimated in order to determine the extent

of the impairment loss (if any). The recoverable amount is calculated as the higher of fair value less costs

to sell and value in use. If the recoverable amount of an intangible asset is estimated to be less than its

carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment

loss is recognised as an expense immediately. Where an intangible asset is not yet available for use, it

is subject to an annual impairment test by comparing the carrying value with the recoverable amount.

The recoverable amount is estimated by considering the ability of the asset to generate sufficient future

economic benefits to recover the carrying value.

5(o): Property, plant and equipment

Aside from right-of-use assets, property, plant and equipment consist principally of computer

equipment and fixtures and fittings and are stated at cost less accumulated depreciation and any

recognised impairment losses. Property, plant and equipment also include assets under construction

which are not depreciated. Cost includes the original purchase price of the asset and the costs of

bringing the asset to its working condition for its intended use. Depreciation is charged to profit or loss

on a straight-line basis to write down the cost of the asset to its residual value over its estimated useful

life. The following maximum useful lives are applied:

– Right-of-use assets length of the lease

– Plant and equipment 5-10 years

Management determines useful lives and residual values for assets when they are acquired, based

on experience of similar assets and taking into account other relevant factors such as any expected

changes in technology. The Group assesses and, where appropriate, adjusts the useful life, residual

value and depreciation method for property plant and equipment on an annual basis.

Items of property, plant and equipment are reviewed for impairment whenever events or changes in

circumstances indicate that the carrying amount may not be recoverable. For assessing impairment,

assets are grouped at the lowest level for which there are separately identifiable cash flows. Where

the carrying amount of an asset is greater than its estimated recoverable amount, which represents

the higher of the asset’s fair value less costs of disposal and value in use, it is written down immediately

to its recoverable amount and an impairment loss is recognised as an expense. Impaired non-financial

assets, except goodwill, are reviewed for possible reversal of the impairment at each reporting date.

On derecognition of an item of equipment, any gain or loss on disposal, determined as the difference

between the net disposal proceeds and the carrying amount of the asset, is included in profit or loss

at the date of the disposal. Items of property and equipment that are not owned by the Group but are

held under lease arrangements are accounted for in accordance with the accounting policy on leases.

5: Material accounting policies continued

5(n): Goodwill and intangible assets continued

Notes to the consolidated financial statements

For the year ended 31 December 2025

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Financial statements

5(p): Leases

The Group assesses whether a contract is or contains a lease at the inception of the contract. A contract

is or contains a lease if the contract conveys the right to control the use of an identified asset for a

period of time in exchange for consideration. To assess where a contract conveys the right to control

the use of an identified asset, the Group assesses whether:

– the contract involves the use of an identified asset which may be specified explicitly or implicitly and

is physically distinct or represents substantially all of the capacity of a physically distinct asset. If the

supplier has a substantive substitution right, then the asset is not identified;

– the Group has the right to obtain substantially all of the economic benefits from the use of the asset

throughout the period of use; and the Group has the right to direct the use of the asset.

For lessee contracts, the right-of-use asset is initially measured at cost, which comprises the initial

amount of lease liability, adjusted for any lease payments made at or before the commencement date,

and any initial direct costs incurred. Adjustments are also made, where appropriate, to recognise

provisions for property restoration costs and for lease incentives received such as rent-free periods.

The lease liability is initially measured at the present value of the lease payments that are unpaid at

the commencement date, discounted using the asset-specific incremental borrowing rates.

After lease commencement, the Group measures the right-of-use asset using a cost model, whereby

the asset is held at cost less accumulated depreciation and any accumulated impairment. Depreciation

is recognised as an expense on a straight-line basis to write down the cost of the right-of-use asset to

its residual value over its estimated useful life which is dependent on the length of the lease. In addition,

the carrying amount of the right-of-use asset may be adjusted for certain remeasurements of the lease

liability. The lease liability is subsequently measured at amortised cost using the effective interest

method, taking account of any lease modifications or reassessments.

The Group presents its right-of-use assets within “Property, plant and equipment” and “Investment

property” and lease liabilities within “Borrowings and lease liabilities” in the statement of financial position.

The Group currently has material lease commitments of varying durations for the rental of a number

of office buildings. The Group’s future lease cash outflows are not materially exposed to variable lease

payments, low value or short-term leases, residual value guarantees or restrictions imposed by a lease

contract or sale and leaseback transactions.

Subleases

Where the Group sublets a leased asset to a third party, it accounts for its interest in the sublease

separately from the head lease. In determining whether a sublease is a finance or operating lease,

the Group assesses whether the sublease has transferred substantially all the risk and rewards

of the right-of-use asset arising from the head lease to the sublessee.

Where the sublease does transfer substantially all the risk and rewards of the right-of-use asset to

the sublessee, the Group derecognises the right-of-use asset and a net investment in finance leases

is recognised. The net investment in finance lease is calculated as the present value of the future lease

payments receivable under the sublease. Any difference between the initial value of the net investment

in finance leases and the right-of-use asset derecognised is recognised immediately in profit or loss.

Interest is calculated on the net investment in finance lease using the incremental borrowing rate and

is recognised as finance income.

Where the sublease does not transfer substantially all the risk and rewards of the right-of-use asset to

the sublessee, the Group continues to recognise the right-of-use asset. The sublease is accounted for as

an operating lease with the lease payments received recognised as investment income. Lease incentives

granted are recognised as part of the rental income and are spread over the lease term.

The Group had one material sublease at 31 December 2025 (2024: one) as detailed in note 16.

5(q): Provisions, contingent assets and contingent liabilities

Provisions are recognised when the Group has a present legal or constructive obligation as a result of

past events, it is more probable than not that an outflow of economic benefits will be required to settle

the obligation and a reliable estimate of the amount of the obligation can be made. Provisions are

measured at management’s best estimate of the expenditure required to settle the obligation at the

reporting date. Where the effect of the time value of money is material, provisions are discounted and

represent the present value of the expected expenditure. Provisions are not recognised for future

operating costs or losses.

The Group recognises specific provisions where they arise for the situations outlined below:

– Customer compensation and related costs, when the Group compensates customers in the context

of providing fair customer outcomes.

– Onerous contracts, when the expected benefits to be derived by the Group from a contract are lower

than the unavoidable cost of meeting the obligations under the contract.

– Corporate restructuring, only if the Group has approved a detailed formal plan and raised a valid

expectation among those parties directly affected, that the plan will be carried out either by having

commenced implementation or by publicly announcing the plan’s main features. Such provisions

include the direct expenditure arising from the restructuring, such as employee termination payments

but not those costs associated with the ongoing activities of the Group.

– Legal uncertainties and the settlement of other claims.

– Clawback provisions in respect of potential refunds due to product providers in relation to indemnity

commission.

– Property provisions, where the Group has an obligation to restore a property to its original condition

at the end of the lease.

5: Material accounting policies continued

Notes to the consolidated financial statements

For the year ended 31 December 2025

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Contingent liabilities are possible obligations of the Group for which the timing or amount are subject to

significant uncertainty. Contingent liabilities are not recognised in the consolidated statement of financial

position, unless they are assumed by the Group as part of a business combination. They are, however,

disclosed, unless they are considered to be remote. If a contingent liability becomes probable and the

amount can be reliably measured it is no longer treated as contingent and it is recognised as a liability.

Contingent assets, which are possible benefits to the Group, are only disclosed if it is probable that the

Group will receive the benefit. If such a benefit becomes virtually certain, it is no longer considered

contingent and is recognised in the statement of financial position as an asset.

5(r): Foreign currency translation

The Group and Parent Company’s presentation currency is pounds sterling. The functional currency

of the Group’s foreign operations is the currency of the primary economic environment in which the

relevant entities operate. The results and cash flows of foreign entities are translated into the Group’s

presentation currency at average exchange rates for the year and their statements of financial position

are translated at the year-end exchange rates. Exchange rate differences arising from the translation of

the net investment in foreign subsidiaries are recognised in other comprehensive income and taken

to the currency translation reserve which forms part of other reserves within equity. To the extent that

these gains and losses are effectively hedged, the cumulative effect of such gains and losses arising

on the hedging instruments is also included in that component of equity. On disposal of a foreign entity,

exchange differences are transferred out of this reserve and included within the gain or loss on sale

in profit or loss.

Foreign currency transactions are converted into the relevant functional currency at the exchange rate

prevailing at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated into the relevant

functional currency at exchange rates prevailing at the reporting date. Non-monetary assets and

liabilities denominated in foreign currencies that are stated at fair value are translated into the functional

currency at the exchange rates prevailing at the dates the fair values were determined. Non-monetary

assets and liabilities denominated in foreign currencies that are stated at historical cost are converted

into the functional currency at the rate of exchange at the time of the initial recognition of the asset and

liability and are not subsequently retranslated.

Exchange gains and losses on the translation and settlement during the year of foreign currency assets

and liabilities are recognised in profit or loss. Exchange differences for non-monetary items are

recognised in other comprehensive income when the changes in the fair value of the non-monetary item

are recognised in other comprehensive income, and in profit or loss if the changes in fair value of the

non-monetary item are recognised in profit or loss.

5(s): Share capital

Equity instruments

Shares are classified as equity instruments when there is no contractual obligation to deliver cash

or other assets to another entity on terms that may be unfavourable. The value of the Company’s

share capital consists of the number of Ordinary Shares in issue multiplied by their nominal value.

The difference between the proceeds received on the issue of the shares and the nominal value

of the shares issued is recorded in share premium.

Cost of issuing shares

Incremental external costs directly attributable to the issue of new shares are shown in equity as

a deduction, net of tax, from the proceeds of the issue and disclosed where material.

Dividends

Dividends are distributions of profit to the Company’s shareholders and as a result are recognised as a

deduction in equity. Interim Dividends payable to shareholders are announced with the half-year results

and authorised by the Directors. The Final Dividend is announced with the Annual Report and typically

requires shareholder approval at the Annual General Meeting. For this reason, it is not included as a

liability in the annual financial statements for the year to which the Final Dividend relates.

Shares held by trusts

Shares in the Company that are held by the Employee Benefit Trust (“EBT”) are treated as “own shares”.

The EBT acquires shares in the Company for delivery to employees under employee incentive plans.

Acquired shares are recognised as a deduction from equity at the price paid for them.

5(t): Earnings per share

Basic earnings per share are calculated by dividing the profit attributable to the Ordinary Shareholders

of the Company by the weighted average number of Ordinary Shares in issue during the year, excluding

Ordinary Shares held within employee benefit trusts (“EBTs”) and shares held in consolidated funds

(“own shares”). Own shares are deducted for the purpose of calculating both basic and diluted EPS.

Diluted earnings per share recognises the dilutive impact of shares awarded and options granted to

employees under share-based payment arrangements, to the extent they have value, in the calculation

of the weighted average number of shares, as if the relevant shares were in issue for the full year, and

are calculated by increasing the weighted average number of Ordinary Shares outstanding to assume

conversion of all dilutive potential Ordinary Shares, notably those related to employee share schemes.

The Group is also required to calculate headline earnings per share (“HEPS”) in accordance with the

Johannesburg Stock Exchange (“JSE”) Listing Requirements, determined by reference to the South

African Institute of Chartered Accountants’ circular 1/2023 Headline Earnings. Disclosure of HEPS

is not a requirement of IFRS, but it is a commonly used measure of earnings in South Africa.

5: Material accounting policies continued

5(q): Provisions, contingent assets and contingent liabilities continued

Notes to the consolidated financial statements

For the year ended 31 December 2025

Strategic Report Governance Report Other information

133

Quilter plc Annual Report 2025

Financial statements

5(u): Investment property

Investment properties are valued under the cost model. Depreciation is recognised as an expense on a

straight-line basis to write down the cost of the right-of-use asset to its residual value over its estimated

useful life which is dependent on the length of the lease.

Lease income from operating leases where the Group is a lessor, is recognised in income on a straight-

line basis over the sublease term.

6: Business combinations, acquisitions and disposals

Acquisitions

The Group made two acquisitions during the year to 31 December 2025.

MediFintech Ltd, 1 April 2025

On 1 April 2025, Quilter acquired 100% of the share capital of MediFintech Ltd, a company that provides

detailed NHS pension reports, technical support and analysis to NHS pension members, for a total

consideration of £5 million. £2 million was paid on acquisition and a further estimated £3 million is

deferred consideration payable in stages on the first, second, third and fourth anniversary dates post

completion dependent on business performance. The Group has carried out an assessment of control

and concluded that it has control of this entity and accordingly MediFintech Ltd’s results are included in

the Group’s financial statements from 1 April 2025.

Digby Associates Limited, 3 April 2025

On 3 April 2025, the Group acquired 30% of the share capital of Digby Associates Limited for £3 million.

The Group has carried out an assessment of control and influence and concluded that it has significant

influence but not control of this entity. It therefore accounts for the holding as an investment in

associate and accounts for its share of the post-tax profits or losses of Digby Associates Limited using

the equity method of accounting. Subject to certain terms being met, the Group intends to acquire the

remaining share capital of Digby Associates Limited in 2027.

Acquisitions in the prior year

There were two acquisitions during the year ended 31 December 2024. On 5 September 2024, Quilter

acquired 100% of the share capital of Quilter Invest Limited (formerly NuWealth Limited) for a total

consideration of £6 million. On 29 October 2024, the Group acquired 35% of the share capital of Beals

Mortgage and Financial Services Limited, and 9.4% of the share capital of its subsidiary, Clinton Kennard

Associates Ltd.

Disposals

There were no material disposals of businesses during the current year or the prior year.

7: Alternative performance measures

7(a): Adjusted profit before tax and reconciliation to profit after tax

Basis of preparation of adjusted profit before tax

Adjusted profit before tax is one of the Group’s alternative performance measures (“APMs”) and

represents the Group’s IFRS results, adjusted for specific items that management considers to be

outside of the Group’s normal operations or one-off in nature, as detailed in note 7(b). Adjusted profit

before tax does not provide a complete picture of the Group’s financial performance, which is disclosed

in the consolidated statement of comprehensive income, but is instead intended to provide additional

comparability and understanding of the financial results.

		Year ended	Year ended
		31 December	31 December
		2025	2024
	Notes	£m	£m
Affluent		169	148
High Net Worth		47	48
Head Office		(9)	–
Adjusted profit before tax	8(b)	207	196
Adjusting items:
Impact of acquisition and disposal-related accounting	7(b)(i)	(17)	(40)
Business transformation costs	7(b)(ii)	(31)	(26)
Skilled Person Review	7(b)(iii)	–	(10)
Customer remediation exercise	7(b)(iv)	20	(76)
Other customer remediation	7(b)(v)	–	3
Exchange rate movements (ZAR/GBP)	7(b)(vi)	–	1
Policyholder tax adjustments	7(b)(vii)	2	(90)
Finance costs	7(b)(viii)	(18)	(18)
Total adjusting items before tax		(44)	(256)
Profit/(loss) before tax attributable to shareholder returns		163	(60)
Income tax attributable to policyholder returns	11	161	95
IFRS profit before tax		324	35
Income tax expense	11	(204)	(69)
IFRS profit/(loss) after tax		120	(34)

5: Material accounting policies continued

Notes to the consolidated financial statements

For the year ended 31 December 2025

134

Quilter plc Annual Report 2025

7(b): Adjusting items

The adjustments made to the Group’s IFRS profit before tax to calculate adjusted profit before tax are

detailed below.

7(b)(i): Impact of acquisition and disposal-related accounting

The Group excludes any impairment of goodwill from adjusted profit as well as the amortisation and

impairment of acquired intangible assets, finance costs related to the discounting of contingent

consideration and incidental items relating to past disposals.

The effect of these adjustments to determine adjusted profit are summarised below.

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£m	£m
Amortisation of acquired intangible assets	14	38
Amortisation of acquired adviser schemes	3	2
Total impact of acquisition and disposal-related accounting	17	40

7(b)(ii): Business transformation costs

In 2025, business transformation costs totalled £31 million (2024: £26 million), the principal components

of which are described below:

Business Simplification costs – 2025: £30 million, 2024: £24 million

During 2025, the Group achieved its target to deliver £50 million of annualised cost savings as part of

the Business Simplification programme. Further modest implementation costs are expected during

2026 to complete the Advice and Wealth Transformation Programmes and for the final closure costs for

Business Simplification.

Investment in business costs – 2025: £1 million, 2024: £2 million

Investment in business costs of £1 million (2024: £2 million) were incurred as the Group continues to

enable and support advisers and customers and improve productivity through better utilisation of

technology. This cost was excluded from adjusted profit as management considered it to be outside

of the Group’s normal operations and one-off in nature.

7(b)(iii): Skilled Person Review

During 2025, there were no Skilled Person Review costs (2024: £10 million). Prior year costs included

external costs and direct costs of internal resources to support and perform the Skilled Person Review

of historical data and practices across the Quilter Financial Planning network of Appointed

Representative firms. This cost was excluded from adjusted profit as management considered it to be

outside of the Group’s normal operations and one-off in nature.

7(b)(iv): Customer remediation exercise

For 2025, a customer remediation credit has been recognised of £20 million (2024: cost of £76 million).

The current year credit represents a £22 million reduction in the customer remediation exercise

provision due to changes made to reflect current view of expected experience, partially offset by a cost

of £2 million for the unwinding of discounting. The assumptions used to determine the value of the

customer remediation provision include the proportion of customers within the scope of the review and

the interest rates on redress payable which are aligned to the updated Financial Ombudsmen Service

policy. Both of these have resulted in a decrease of the total amount of costs that are anticipated to

be incurred as part of the customer remediation exercise. The unwinding of discounting reflects the

passage of time since 31 December 2024 when calculating the present value of future costs for the

purposes of determining the value of the provision as at 31 December 2025. See note 30 for further

detail. Charges and credits relating to the customer remediation exercise are excluded from adjusted

profit as management considers the exercise to be outside of the Group’s normal operations and

one-off in nature.

7(b)(v): Other customer remediation

Lighthouse pension transfer advice provision – 2025: £nil, 2024: £3 million credit

For 2024, a credit of £3 million related to a non-British Steel Pension Scheme redress provision release

as a result of the changes in assumptions used to perform the calculations and market movements

of the pension scheme values during 2024. For 2025, there were no movements on this provision that

impacted adjusted profit. Further details of the provision are provided in note 30.

7(b)(vi): Exchange rate movements (ZAR/GBP)

During 2025, there was no income or cost recognised (2024: £1 million income) due to foreign exchange

movements on cash held in South African Rand in preparation for payments of dividends to

shareholders. Cash was converted to South African Rand upon announcement of the dividend

payments to provide an economic hedge for the Group. The foreign exchange movements in 2024 were

fully offset by an equal amount taken directly to retained earnings.

7(b)(vii): Policyholder tax adjustments

For 2025, the total amount of policyholder tax adjustments to adjusted profit is a charge of £2 million

(2024: £90 million credit). Adjustments to policyholder tax are made to remove distortions due to the

recognition of the income received from policyholders to fund the policyholder tax liability (which is

included within the Group’s income) which may vary in timing to the recognition of the corresponding

tax expense, creating volatility in the Group’s IFRS profit or loss before tax.

The Group made changes to the unit pricing policy relating to policyholder tax charges in 2024.

As expected, this has significantly reduced the volatility in these timing differences, and in turn,

the value of the policyholder tax adjustments in 2025.

7(b)(viii): Finance costs

The nature of much of the Group’s operations means that, for management’s decision-making and

internal performance management, the effects of interest costs on subordinated debt are removed

when calculating adjusted profit. For 2025, finance costs were £18 million (2024: £18 million).

7: Alternative performance measures continued

Notes to the consolidated financial statements

For the year ended 31 December 2025

Strategic Report Governance Report Other information

135

Quilter plc Annual Report 2025

Financial statements

7(c): Reconciliation of IFRS income and expenses to “Total net revenue” and “Operating expenses” within adjusted profit

This reconciliation shows how each line of the Group’s IFRS income and expenses are allocated to the Group’s APMs: Net management fees, Other revenue, Investment revenue, Total net revenue and Operating

expenses, which are all defined on pages 185 and 186 and form the Group’s adjusted profit before tax. The total column in the table below, down to “Profit before tax attributable to shareholder returns”,

reconciles to each line of the consolidated statement of comprehensive income. Allocations are determined by management and aim to show the Group’s sources of profit (net of relevant directly attributable

expenses). These allocations remain consistent from year to year to ensure comparability, unless otherwise stated.

	Net mgmt.	Other	Investment	Total net	Operating	Adjusted profit	Consol. of
	fees 1	revenue 1	revenue 1	revenue 1	expenses 1	before tax	funds 2	Total
Year ended 31 December 2025	£m	£m	£m	£m	£m	£m	£m	£m
Income
Fee income and other income from service activities	739	92	–	831	–	831	(98)	733
Investment return 3	49	7,120	73	7,242	2	7,244	1,363	8,607
Other income	–	1	–	1	20	21	3	24
Total income	788	7,213	73	8,074	22	8,096	1,268	9,364
Expenses
Investment contract claims benefits	–	(1)	–	(1)	–	(1)	–	(1)
Change in investment contract liabilities 3	(19)	(7,116)	(10)	(7,145)	–	(7,145)	–	(7,145)
Fee and commission expenses and other acquisition costs	(52)	3	–	(49)	(2)	(51)	–	(51)
Change in third-party interests in consolidated funds	–	–	–	–	–	–	(1,223)	(1,223)
Other operating and administrative expenses	(16)	–	–	(16)	(539)	(555)	(45)	(600)
Finance costs	–	–	–	–	(21)	(21)	–	(21)
Total expenses	(87)	(7,114)	(10)	(7,211)	(562)	(7,773)	(1,268)	(9,041)
Share of profit after tax of associates	–	1	–	1	–	1	–	1
Profit before tax	701	100	63	864	(540)	324	–	324
Income tax expense attributable to policyholder returns	(161)	–	–	(161)	–	(161)	–	(161)
Profit before tax attributable to shareholder returns	540	100	63	703	(540)	163	–	163
Adjusting items:
Impact of acquisition and disposal-related accounting	–	–	–	–	17	17
Business transformation costs	–	–	–	–	31	31
Customer remediation exercise	–	–	–	–	(20)	(20)
Policyholder tax adjustments	(2)	–	–	(2)	–	(2)
Finance costs	–	–	–	–	18	18
Adjusting items	(2)	–	–	(2)	46	44
Adjusted profit before tax	538	100	63	701	(494)	207

The APMs “Net management fees”, “Other revenue”, “Investment revenue”, “Total net revenue” and “Operating expenses” are commented on within the Financial review.

Consolidation of funds shows the grossing up impact to the Group’s profit or loss as a result of the consolidation of funds requirements, as described within note 5(a) to the Group’s 2025 Annual Report. This grossing up is excluded from the Group’s adjusted profit.

Reported within net management fees, investment return of £49 million represents £28 million interest income on investments held for the benefit of policyholders and £21 million net interest income on client money balances. Change in investment contract liabilities

of £19 million represents the amount of interest income paid to policyholders. The net balance of £30 million represents interest income on customer balances retained by the Group for 2025. The £73 million investment return less £10 million change in investment

contract liabilities paid to customers on transactional cash balances, as reported within investment revenue, represents £63 million of net interest income on shareholder cash and cash equivalents.

7: Alternative performance measures continued

Notes to the consolidated financial statements

For the year ended 31 December 2025

136

Quilter plc Annual Report 2025

7(c): Reconciliation of IFRS income and expenses to “Total net revenue” and “Operating expenses” within adjusted profit continued

	Net mgmt.	Other	Investment	Total net	Operating	Adjusted profit	Consol. of
	fees 1	revenue 1	revenue 1	revenue 1	expenses 1	before tax	funds 2	Total
Year ended 31 December 2024	£m	£m	£m	£m	£m	£m	£m	£m
Income
Fee income and other income from service activities	541	87	–	628	–	628	(84)	544
Investment return 3	57	4,037	78	4,172	–	4,172	705	4,877
Other income	–	3	–	3	21	24	4	28
Total income	598	4,127	78	4,803	21	4,824	625	5,449
Expenses
Change in investment contract liabilities 3	(26)	(4,032)	(7)	(4,065)	–	(4,065)	–	(4,065)
Fee and commission expenses, and other acquisition costs	(50)	3	–	(47)	(1)	(48)	(1)	(49)
Change in third-party interests in consolidated funds	–	–	–	–	–	–	(587)	(587)
Other operating and administrative expenses	(15)	–	–	(15)	(639)	(654)	(37)	(691)
Finance costs	–	–	–	–	(21)	(21)	–	(21)
Total expenses	(91)	(4,029)	(7)	(4,127)	(661)	(4,788)	(625)	(5,413)
Impairment of investments in associates	–	–	–	–	(1)	(1)	–	(1)
Profit before tax	507	98	71	676	(641)	35	–	35
Income tax expense attributable to policyholder returns	(95)	–	–	(95)	–	(95)	–	(95)
Loss before tax attributable to shareholder returns	412	98	71	581	(641)	(60)	–	(60)
Adjusting items:
Impact of acquisition and disposal-related accounting	–	–	–	–	40	40
Business transformation costs	–	–	–	–	26	26
Skilled Person Review	–	–	–	–	10	10
Customer remediation exercise	–	–	–	–	76	76
Other customer remediation	–	–	–	–	(3)	(3)
Exchange rate movements (ZAR/GBP)	–	(1)	–	(1)	–	(1)
Policyholder tax adjustments	90	–	–	90	–	90
Finance costs	–	–	–	–	18	18
Adjusting items	90	(1)	–	89	167	256
Adjusted profit before tax	502	97	71	670	(474)	196

The APMs “Net management fees”, “Other revenue”, “Investment revenue”, “Total net revenue” and “Operating expenses” are commented on within the Financial review.

Consolidation of funds shows the grossing up impact to the Group’s profit or loss as a result of the consolidation of funds requirements, as described within note 5(a). This grossing up is excluded from the Group’s adjusted profit.

Reported within net management fees, investment return of £57 million represents £36 million interest income on investments held for the benefit of policyholders and £21 million net interest income on client money balances. Change in investment contract liabilities

of £26 million represents the amount of interest income paid to policyholders. The net balance of £31 million represents interest income on customer balances retained by the Group for 2024. The £78 million investment return less £7 million change in investment contract

liabilities paid to customers on transactional cash balances, as reported within investment revenue, represents £71 million of net interest income on shareholder cash and cash equivalents.

7: Alternative performance measures continued

Notes to the consolidated financial statements

For the year ended 31 December 2025

Strategic Report Governance Report Other information

137

Quilter plc Annual Report 2025

Financial statements

8: Segment information

8(a): Segment presentation

The Group has two operating segments: High Net Worth and Affluent. The segments used for reporting

purposes are consistent with the structure and management of the Group. Head Office includes certain

revenues and central costs that are not allocated to the segments.

Adjusted profit before tax is an APM reported to the Group’s management and the Board of Quilter plc.

The segment information in this note reflects the adjusted and IFRS profit measures for each operating

segment as provided to management and the Board. Management and the Board use additional

performance indicators to assess the performance of each of the segments, including net inflows,

assets under management and administration, total net revenue and operating margin. Income

is analysed in further detail for each operating segment in note 8(b).

Consistent with internal reporting, income and expenses that are not directly attributable to a particular

segment are allocated between segments where appropriate. The Group accounts for inter-segment

income and transfers as if the transactions were with third parties at current market prices.

High Net Worth

This segment comprises Quilter Cheviot and Quilter Cheviot Financial Planning.

Quilter Cheviot provides discretionary investment management, predominantly in the United Kingdom,

with bespoke investment portfolios tailored to the individual needs of high net worth clients, charities,

companies and institutions through a network of branches in London and the regions. Investment

management services are also provided by operations in the Channel Islands and Ireland.

Quilter Cheviot Financial Planning offers a restricted advice proposition to high net worth clients.

Affluent

This segment comprises Quilter Investment Platform, Quilter Investors, Quilter Financial Planning and

Quilter Invest.

Quilter Investment Platform is a leading investment platform provider of advice-based wealth

management products and services in the UK, which serves an affluent customer base through advised

multi-channel distribution.

Quilter Investors is a leading provider of investment solutions in the UK multi-asset market. It develops

and manages investment solutions in the form of funds for the Group and third-party customers. It has

several fund ranges which vary in breadth of underlying asset class. The investment management of the

Quilter Investors fund range has been delegated to Quilter Investment Platform from 1 January 2025.

Quilter Financial Planning is a restricted and independent financial adviser network providing mortgage

and financial planning advice and financial solutions for both individuals and businesses through a

network of intermediaries. It operates across all markets, from wealth management and retirement

planning advice through to dealing with property wealth and personal and business protection needs.

Quilter Invest is the developer of a fintech platform through which customers can build investment

portfolios. The Quilter Invest platform provides access to savings and investments and is particularly

aimed at people starting to invest who are looking for additional help and guidance, and who may

choose to work with a financial adviser later in their investment journey.

Head Office

In addition to the Group’s two operating segments, Head Office comprises the investment return on

centrally held assets, central support function expenses, central core structural borrowings and certain

tax balances.

Notes to the consolidated financial statements

For the year ended 31 December 2025

138

Quilter plc Annual Report 2025

8(b): Adjusted profit statement – segment information

The table below presents the Group’s operations split by operating segment, reconciling IFRS profit or loss to adjusted profit before tax. The Total column reconciles to the consolidated statement of

comprehensive income.

		Operating segments
			High	Head	Consolidation
		Affluent	Net Worth	Office	adjustments 1	Total
Year ended 31 December 2025	Notes	£m	£m	£m	£m	£m
Income
Premium-based fees		69	21	–	–	90
Fund-based fees		376	193	–	(98)	471
Fixed fees		1	–	–	–	1
Other fee and commission income		171	–	–	–	171
Fee income and other income from service activities		617	214	–	(98)	733
Investment return 2		7,211	19	31	1,346	8,607
Other income		103	–	–	(79)	24
Segment income		7,931	233	31	1,169	9,364
Expenses
Investment contract claims benefits		(1)	–	–	–	(1)
Change in investment contract liabilities 2		(7,145)	–	–	–	(7,145)
Fee and commission expenses and other acquisition costs		(52)	–	–	1	(51)
Change in third-party interests in consolidated funds		–	–	–	(1,223)	(1,223)
Other operating and administrative expenses		(401)	(203)	(32)	36	(600)
Finance costs		(3)	–	(35)	17	(21)
Segment expenses		(7,602)	(203)	(67)	(1,169)	(9,041)
Share of profit after tax of associates		1	–	–	–	1
Profit/(loss) before tax		330	30	(36)	–	324
Income tax expense attributable to policyholder returns		(161)	–	–	–	(161)
Profit/(loss) before tax attributable to shareholder returns		169	30	(36)	–	163
Adjusting items:
Impact of acquisition and disposal-related accounting	7(b)(i)	11	7	(1)	–	17
Business transformation costs	7(b)(ii)	11	10	10	–	31
Customer remediation exercise	7(b)(iv)	(20)	–	–	–	(20)
Policyholder tax adjustments	7(b)(vii)	(2)	–	–	–	(2)
Finance costs	7(b)(viii)	–	–	18	–	18
Adjusting items before tax		–	17	27	–	44
Adjusted profit/(loss) before tax		169	47	(9)	–	207

Consolidation adjustments comprise the elimination of inter-segment transactions and the consolidation of investment funds.

Investment return and change in investment contract liabilities includes net £30 million of interest income on customer cash and cash equivalents retained by the Group. Investment return total also includes £63 million of interest income on shareholder cash and cash

equivalents, comprising – Affluent: £30 million, High Net Worth: £6 million, and Head Office: £27 million.

8: Segment information continu ed

Notes to the consolidated financial statements

For the year ended 31 December 2025

Strategic Report Governance Report Other information

139

Quilter plc Annual Report 2025

Financial statements

8(b): Adjusted profit statement – segment information continued

		Operating segments
			High		Consolidation
		Affluent	Net Worth	Head Office	adjustments 1	Total
Year ended 31 December 2024	Notes	£m	£m	£m	£m	£m
Income
Premium-based fees		70	19	–	–	89
Fund-based fees		343	184	–	(83)	444
Fixed fees		1	–	–	–	1
Other fee and commission income		10	–	–	–	10
Fee income and other income from service activities		424	203	–	(83)	544
Investment return 2		4,131	21	31	694	4,877
Other income		98	2	1	(73)	28
Segment income		4,653	226	32	538	5,449
Expenses
Change in investment contract liabilities 2		(4,065)	–	–	–	(4,065)
Fee and commission expenses, and other acquisition costs		(49)	–	–	–	(49)
Change in third-party interests in consolidated funds		–	–	–	(587)	(587)
Other operating and administrative expenses		(484)	(217)	(29)	39	(691)
Finance costs		(2)	–	(29)	10	(21)
Segment expenses		(4,600)	(217)	(58)	(538)	(5,413)
Impairment of investment in associates		–	–	(1)	–	(1)
Profit/(loss) before tax		53	9	(27)	–	35
Income tax expense attributable to policyholder returns		(95)	–	–	–	(95)
(Loss)/profit before tax attributable to shareholder returns		(42)	9	(27)	–	(60)
Adjusting items:
Impact of acquisition and disposal-related accounting	7(b)(i)	9	31	–	–	40
Business transformation costs	7(b)(ii)	8	8	10	–	26
Skilled Person Review	7(b)(iii)	10	–	–	–	10
Customer remediation exercise	7(b)(iv)	76	–	–	–	76
Other customer remediation	7(b)(v)	(3)	–	–	–	(3)
Exchange rate movements (ZAR/GBP)	7(b)(vi)	–	–	(1)	–	(1)
Policyholder tax adjustments	7(b)(vii)	90	–	–	–	90
Finance costs	7(b)(viii)	–	–	18	–	18
Adjusting items before tax		190	39	27	–	256
Adjusted profit before tax		148	48	–	–	196

Consolidation adjustments comprise the elimination of inter-segment transactions and the consolidation of investment funds.

Investment return and change in investment contract liabilities includes net £31 million of interest income on customer cash and cash equivalents retained by the Group. Investment return total also includes £71 million of interest income on shareholder cash and cash

equivalents, comprising – Affluent: £36 million, High Net Worth: £7 million, and Head Office: £28 million.

8: Segment information continu ed

Notes to the consolidated financial statements

For the year ended 31 December 2025

140

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9: Investment return

This note analyses the investment return from the Group’s investing activities.

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£m	£m
Interest and similar income
Loans and advances	5	4
Investments and securities	191	161
Cash and cash equivalents	92	100
Total interest and similar income	288	265
Dividend income	395	386
Rental income from investment property	1	1
Total gains on financial instruments mandatorily recognised at fair value through profit or loss	7,923	4,225
Total net investment return	8,607	4,877

10: Expenses

This note provides further information on the Group’s expenses.

10(a): Fee and commission expenses, and other acquisition costs

The table below analyses the fee and commission expenses and other acquisition costs.

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£m	£m
Fee and commission expense	1	1
Renewal commission – investment contracts	5	5
Fund management fees	36	31
Rebates paid	11	14
Other acquisition costs	(2)	(2)
Total fee and commission expenses, and other acquisition costs	51	49

10(b): Other operating and administrative expenses

The table below provides further information on other operating and administrative expenses.

		Year ended	Year ended
		31 December	31 December
		2025	2024
	Notes	£m	£m
Staff costs	10(c)(i)	333	312
Depreciation charge on right-of-use assets	15	5	6
Depreciation charge on other plant and equipment	15	5	5
Depreciation charge on sublet property	16	1	1
Amortisation of software	14(a)	4	2
Amortisation of other intangible assets	14(a)	12	38
Administration and other expenses		240	327
Total other operating and administrative expenses		600	691

Administration and other expenses include project costs and costs or credits relating to the customer

remediation exercise provision as well as general operating expenses including regulatory fees and

levies, professional and consultancy fees, marketing, premises and IT-related costs.

10(c): Staff costs and other employee-related costs

10(c)(i): Staff costs

		Year ended	Year ended
		31 December	31 December
		2025	2024
	Note	£m	£m
Salaries		191	178
Bonus and incentive remuneration		65	60
Social security costs		37	32
Retirement obligations – defined contribution plans		19	18
Share-based payments – equity-settled	28(e)	13	14
Other		8	10
Total staff costs		333	312

10(c)(ii): Employee numbers

	Year ended	Year ended
	31 December	31 December
	2025	2024
	Number	Number
The monthly average number of persons employed by the Group was:
Affluent	1,972	1,929
High Net Worth	963	934
Head Office	21	19
Strategy and transformation projects 1	191	107
Total monthly average number of employees during the year	3,147	2,989

Employees working on strategy and transformation projects are disclosed separately from business-as-usual functions to provide

additional information about the Group’s operations. Disclosures for the prior year have been re-presented to ensure comparability.

Notes to the consolidated financial statements

For the year ended 31 December 2025

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Quilter plc Annual Report 2025

Financial statements

10(d): Auditors’ remuneration

Included in other operating and administrative expenses are fees paid to the Group’s auditors. These

can be categorised as follows:

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£m	£m
Fees payable to the Group auditors and their associates for the audit of Parent
Company and Group consolidated financial statements	1.6	1.6
Fees payable to the Group auditors and their associates for other services:
Audit of the financial statements of the Group subsidiaries	2.0	2.5
Audit-related assurance services	1.0	1.1
Fees for other assurance services	0.5	0.7
Total Group auditors’ remuneration	5.1	5.9

10(e): Finance costs

The table below analyses the interest costs on the Group’s borrowings and similar charges, all of which

are measured at amortised cost. Finance costs comprise:

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£m	£m
Term loans and other external debt	1	1
Subordinated debt securities (Tier 2 bond)	17	17
Interest payable on borrowed funds	18	18
Interest expense on lease liabilities	2	3
Other interest expense	1	–
Total finance costs	21	21

Finance costs represent the cost of interest and finance charges on the Group’s borrowings from a

number of relationship banks and the interest expense on leased assets. More details regarding

borrowed funds, including the interest rates payable, are shown in note 32.

11: Tax

11(a): Tax charged

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£m	£m
Current tax
United Kingdom	91	67
Overseas tax	2	1
Adjustments to current tax in respect of prior years	(2)	(10)
Total current tax charge	91	58
Deferred tax
Origination and reversal of temporary differences	111	3
Adjustments to deferred tax in respect of prior years	2	8
Total deferred tax charge	113	11
Total tax charged	204	69
Attributable to policyholder returns	161	95
Attributable to shareholder returns	43	(26)
Total tax charged	204	69

Change in tax rate

As part of the UK Government’s Autumn Budget delivered in November 2025, the Chancellor announced

an increase in the future policyholder tax rate from 20% to 22%. The revised rate will apply from April

2027, subject to enactment of the relevant Finance Bill provisions. As the rate change was not

substantively enacted by 31 December 2025, the new rate has not been used in recognising the Group’s

deferred tax assets and liabilities (see note 31) should the temporary difference reverse after 1 April

2027. Once the rate change is substantively enacted, the policyholder deferred tax liability will increase

by approximately £14 million. The future increase in policyholder tax charge is economically borne by

the policyholder through the unit pricing of their product.

There has been no change in the shareholder tax rate which remains 25% (2024: 25%).

Policyholder tax

Certain products are subject to tax on policyholders’ investment returns. This “policyholder tax” is an

element of total tax expense. To make the tax expense more meaningful, tax attributable to policyholder

returns and tax attributable to shareholder returns are shown separately in the consolidated statement

of comprehensive income.

The tax attributable to policyholder returns is the amount payable in the year plus the movement of

amounts expected to be payable in future years. The remainder of the tax expense is attributed to

shareholder returns.

The Group’s income tax charge was £204 million in 2025 (2024: £69 million tax charge). The income tax

charge can vary significantly year-on-year because of market volatility and the impact this has on

policyholder tax.

Notes to the consolidated financial statements

For the year ended 31 December 2025

10: Expenses continued

142

Quilter plc Annual Report 2025

Notes to the consolidated financial statements

For the year ended 31 December 2025

The recognition of the income received from policyholders to fund the policyholder tax liability (which is

included within the Group’s income) has historically been volatile due to timing differences between the

recognition of policy deductions and credits and the corresponding policyholder tax expense, resulting

in the need for significant adjustments to the adjusted profit to remove these distortions. The Group

made changes to the Group’s unit pricing policy at the end of 2024 relating to policyholder tax charges

which has reduced volatility in these timing differences.

Market movements for the year ended 31 December 2025 resulted in investment gains of £756 million

on products subject to policyholder tax. The gain is a component of the total “investment return” gain

of £8,607 million shown in the consolidated statement of comprehensive income. The tax impact of the

£756 million investment return gain is a significant element of the £161 million tax charge attributable

to policyholder returns in 2025 (2024: £95 million charge).

Pillar II taxes

Pillar II legislation is applicable in the UK, establishing a Pillar II minimum effective tax rate of 15%.

The legislation implements a Multinational Top-up Tax (“MTT”) and a Domestic Top-up Tax (“DTT”).

The Group has applied the exemption under IAS 12.4A and accordingly will not recognise or disclose

information about deferred tax assets and liabilities related to Pillar II income taxes.

The scope of the MTT means that a top-up tax charge may also arise in the UK on profits earned in

countries with lower tax rates in which the Group operates, subject to a local qualifying domestic

minimum tax. There is no MTT due in the UK in 2025 as all overseas operations have minimum effective

tax rates of 15%.

The Group’s main non-UK operations are in Jersey and Ireland. In 2025, the effective corporation tax

rates in both Ireland and Jersey are above 15%, therefore no Pillar II tax liability is due for 2025 (2024:

liability of £136,282 in relation to Jersey).

The Isle of Man introduced a qualifying domestic top-up tax from accounting periods beginning on or

after 1 January 2025, resulting in a Pillar II tax liability of £114,215.

The Group has assessed that there are no material Pillar II tax charges in any other countries in which

it had a presence during 2024 or 2025.

11(b): Reconciliation of total income tax expense

The income tax credited or charged to profit or loss differs from the amount that would apply if all of the

Group’s profits from all the countries in which the Group operates had been taxed at the UK standard

Corporation Tax rate. The difference in the effective rate is explained below:

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£m	£m
Profit before tax	324	35
Tax at UK standard rate of 25% (2024: 25%)	82	9
Untaxed and low taxed income	(1)	(1)
Expenses not deductible for tax purposes	1	1
Adjustments to current tax in respect of prior years	(2)	(10)
Net movements on unrecognised deferred tax assets	–	(10)
Adjustments to deferred tax in respect of prior years	2	8
Income tax attributable to policyholder returns (net of tax relief)	122	72
Total tax charged to profit or loss	204	69

11(c): Reconciliation of IFRS income tax credit or expense to income tax on adjusted profit

		Year ended	Year ended
		31 December	31 December
		2025	2024
	Note	£m	£m
Income tax expense 1		204	69
Tax on adjusting items
Impact of acquisition and disposal-related accounting		4	10
Business transformation costs		8	7
Skilled Person Review		–	2
Customer remediation exercise		(6)	19
Other customer remediation		–	(1)
Finance costs		4	4
Tax adjusting items
Policyholder tax adjustments	7(b)(vii)	2	(90)
Other shareholder tax adjustments 2		–	33
Tax on adjusting items		12	(16)
Less: tax attributable to policyholder returns within adjusted profit 3		(163)	(5)
Tax charged on total adjusted profit		53	48

Includes both tax attributable to policyholder and shareholder returns, in compliance with IFRS.

Other shareholder tax adjustments comprise the reallocation of adjustments from policyholder tax as explained in note 7(b)(vii)

and shareholder tax adjustments for one-off items in line with the Group’s adjusted profit policy.

Adjusted profit treats policyholder tax as a pre-tax expense (this includes policyholder tax under IFRS and the policyholder tax

adjustments) and is therefore removed from the tax charge on adjusted profit.

11: Tax continued

11(a): Tax charged

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Quilter plc Annual Report 2025

Financial statements

Notes to the consolidated financial statements

For the year ended 31 December 2025

12: Earnings per share

The Group calculates earnings per share (“EPS”) on a number of different bases. IFRS requires the

calculation of basic and diluted EPS. Adjusted EPS reflects earnings that are consistent with the Group’s

adjusted profit measure and Headline earnings per share (“HEPS”) is a requirement of the Johannesburg

Stock Exchange.

12(a): Weighted average number of Ordinary Shares

The table below summarises the calculation of the weighted average number of Ordinary Shares for the

purposes of calculating basic and diluted earnings per share for each profit measure (IFRS, adjusted

profit and Headline earnings).

The bases for the calculation of the Group’s EPS are disclosed in note 5(t).

	Year ended	Year ended
	31 December	31 December
	2025	2024
	Million	Million
Weighted average number of Ordinary Shares	1,404	1,404
Own shares including those held in consolidated funds and employee
benefit trusts	(52)	(60)
Basic weighted average number of Ordinary Shares	1,352	1,344
Adjustment for dilutive share awards and options	43	48
Diluted weighted average number of Ordinary Shares	1,395	1,392

12(b): Basic and diluted EPS (IFRS and adjusted profit)

		Year ended	Year ended
		31 December	31 December
		2025	2024
	Notes	£m	£m
Profit/(loss) after tax		120	(34)
Total adjusting items before tax	7(a)	44	256
Tax on adjusting items	11(c)	(12)	16
Less: policyholder tax adjustments	11(c)	2	(90)
Adjusted profit after tax		154	148

		Year ended	Year ended
		31 December	31 December
	Post-tax profit	2025	2024
	measure used	Pence	Pence
Basic EPS	IFRS profit	8.9	(2.5)
Diluted EPS	IFRS profit	8.6	(2.5)
Adjusted basic EPS	Adjusted profit	11.4	11.0
Adjusted diluted EPS	Adjusted profit	11.0	10.6

12(c): Headline earnings per share

		Year ended 31 December 2025		Year ended 31 December 2024
	Gross	Net of tax	Gross	Net of tax
	£m	£m	£m	£m
Profit/(loss)		120		(34)
Adjusted for:
– add back impairment of investments in associates	–	–	1	1
– add back loss on disposal of property, plant
and equipment	1	1	–	–
Headline earnings		121		(33)
Headline basic EPS (pence)		8.9		(2.5)
Headline diluted EPS (pence)		8.7		(2.5)

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Quilter plc Annual Report 2025

Notes to the consolidated financial statements

For the year ended 31 December 2025

13: Dividends

			Year ended	Year ended
			31 December	31 December
			2025	2024
		Payment date	£m	£m
2023	Final Dividend paid – 3.7p per Ordinary Share	28 May 2024	–	50
2024	Interim Dividend paid –1.7p per Ordinary Share	23 September 2024	–	23
2024	Final Dividend paid – 4.2p per Ordinary Share	27 May 2025	57	–
2025	Interim Dividend paid – 2.0p per Ordinary Share	22 September 2025	27	–
Dividends paid to Ordinary Shareholders			84	73

On 4 March 2026, the Group announced a proposed Final Dividend for 2025 of 4 .3 pence per Ordinary

Share amounting to £5 8 million in total. Subject to approval by shareholders at the Annual General

Meeting, the dividend will be paid on 18 May 2026. In compliance with the rules issued by the Prudential

Regulation Authority (“PRA”) in relation to the UK Solvency II regime and other regulatory requirements

to which the Group is subject, the dividend is required to remain cancellable at any point prior to it

becoming due and payable on 18 May 2026 and to be cancelled if, prior to payment, the Group ceases to

hold capital resources equal to or in excess of its solvency capital requirement, or if that would be the

case if the dividend was paid. The Directors have no intention of exercising this cancellation right, other

than where required to do so by the PRA or for regulatory capital purposes.

Final and Interim Dividends paid to Ordinary Shareholders are calculated using the number of shares

in issue at the record date less own shares held in employee benefit trusts.

14: Goodwill and intangible assets

14(a): Analysis of goodwill and intangible assets

The table below shows the movements in cost and amortisation of goodwill and intangible assets.

			Other
			intangible
	Goodwill	Software	assets 3	Total
	£m	£m	£m	£m
Gross amount
1 January 2024	306	9	425	740
Acquisitions through business combinations 1	1	7	–	8
31 December 2024	307	16	425	748
Acquisitions through business combinations 2	1	4	–	5
31 December 2025	308	20	425	753
Accumulated amortisation and impairment losses
1 January 2024	–	(5)	(363)	(368)
Acquisitions through business combinations 1	–	(1)	–	(1)
Amortisation charge for the year	–	(2)	(38)	(40)
31 December 2024	–	(8)	(401)	(409)
Amortisation charge for the year	–	(4)	(12)	(16)
31 December 2025	–	(12)	(413)	(425)
Carrying amount
31 December 2024	307	8	24	339
31 December 2025	308	8	12	328

Relates to the acquisition of Quilter Invest Limited as explained in note 6. Total gross amount includes £1 million goodwill and

£7 million software, which consists of £2 million of Quilter Invest Limited’s net assets and £5 million recognised by the Group on

acquisition of the business. Total accumulated amortisation of £1 million relates to software in Quilter Invest Limited’s net assets.

Relates to the acquisition of MediFintech Limited as explained in note 6. Total gross amount includes £1 million goodwill within

MediFintech Limited’s net assets and £4 million recognised by the Group on acquisition of the business.

Assets related to customer relationships with a cost of £340 million and an accumulated amortisation of £340 million (net book

value: £nil) continue to be included within the total gross amount and total accumulated amortisation amount as at 31 December

2025 as the Group continues to benefit from this customer relationship base .

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145

Quilter plc Annual Report 2025

Financial statements

Notes to the consolidated financial statements

For the year ended 31 December 2025

14(b): Analysis of software and other intangible assets

	31 December	31 December	Average
	2025	2024	estimated	Average period
	£m	£m	useful life	remaining
Net carrying value
Software
Quilter Invest – fintech platform	5	6	5 years	4 years
MediFintech – report writing software	3	–	5 years	4 years
Quilter Financial Planning – operating software	–	2	5 years	–
	8	8
Other intangible assets
Distribution channels – Quilter Financial Planning	–	1	8 years	–
Customer relationships
Quilter Cheviot	–	4	10 years	–
Quilter Financial Planning	7	12	8 years	1 year
Quilter Cheviot Financial Planning	5	7	8 years	1 year
	12	24
Total software and other intangible assets	20	32

14(c): Allocation of goodwill to cash-generating units (“CGUs”) and consideration of the need for

an impairment review

Goodwill is monitored by management at the level of the Group’s two operating segments: Affluent and

High Net Worth. Both operating segments represent a group of CGUs.

	31 December	31 December
	2025	2024
	£m	£m
Goodwill (net carrying amount)
Affluent	225	224
High Net Worth	83	83
Total goodwill	308	307

Consideration of the need for an impairment review

Goodwill in both the Affluent and High Net Worth CGU groups is tested for impairment annually, or

earlier if an indicator of impairment exists, by comparing the carrying value of the CGU group to which

the goodwill relates to the recoverable value of that CGU group, being the higher of that CGU group’s

value-in-use or fair value less costs to sell. If applicable, an impairment charge is recognised when the

recoverable amount is less than the carrying value. Goodwill impairment indicators include sudden

stock market falls, the absence of net inflows, significant falls in profits and significant increases in

the discount rate.

The goodwill balance has been tested for impairment at 31 December 2025 and continues to

demonstrate a surplus of the recoverable amount over the carrying value of the CGUs. As a result,

no impairment is required.

The following table shows the percentage change required in each key assumption before the carrying

value would exceed the recoverable amount, assuming all other variables remain the same. This

highlights that further adverse movements in the key assumptions used in the value-in-use calculation

would be required before an impairment would need to be recognised.

		High
	Affluent	Net Worth
Reduction in forecast cash flows	63%	86%
Percentage point increase in the discount rate	60%	70%

Forecast cash flows are impacted by movements in underlying assumptions, including equity market

levels, revenue margins and net flows. The Group considers that forecast cash flows are most sensitive

to movements in equity markets because they have a direct impact on the level of the Group’s fee

income.

The principal sensitivity within equity market level assumptions relates to the estimated growth in equity

market indices included in the three-year cash flow forecasts. Management forecasts equity market

growth for each business using estimated asset-specific growth rates that are supported by internal

research, historical performance, Bank of England forecasts and other external estimates.

The Group has considered and assessed reasonably possible changes for other key assumptions and

has not identified any other instances that could cause the carrying amounts to exceed the recoverable

amounts.

Value-in-use methodology

The cash flows used to determine the value in use of the groups of CGUs are based on the most recent

management approved three-year profit forecasts, which are contained in the Group’s Business Plan.

These profit forecasts incorporate anticipated equity market growth on the Group’s future cash flows

and take into account climate-related risks and opportunities affecting operations, investments, advice

and distribution, and their impact on specific projects and initiatives, estimates and judgements. After

the three-year forecast period, the growth rate used to determine the terminal value of the groups of

CGUs in the annual assessment was 2.0% (31 December 2024: 2.0%).

The Group uses a single cost of capital (post tax) of 11.7% (31 December 2024: 9.0%) to discount

expected future cash flows across its two groups of CGUs. The single cost of capital is based on the

Group’s consideration of the level of risk that each group of CGUs represents. Capital is provided to

the Group predominantly by shareholders with a relatively small amount of debt financing.

14: Goodwill and intangible assets continued

146

Quilter plc Annual Report 2025

Notes to the consolidated financial statements

For the year ended 31 December 2025

15: Property, plant and equipment

	Right-of-use	Plant and	Assets under
	assets	equipment	construction 1	Total
	£m	£m	£m	£m
Gross amount
1 January 2024	102	53	–	155
Additions	3	4	4	11
Disposals	(7)	(3)	–	(10)
31 December 2024	98	54	4	156
Additions	2	4	–	6
Disposals	(3)	(3)	–	(6)
Transfers 1	–	4	(4)	–
31 December 2025	97	59	–	156
Accumulated depreciation and impairment losses
1 January 2024	(47)	(17)	–	(64)
Depreciation charge for the year	(6)	(5)	–	(11)
Disposals	7	3	–	10
31 December 2024	(46)	(19)	–	(65)
Depreciation charge for the year	(5)	(5)	–	(10)
Disposals	3	2	–	5
31 December 2025	(48)	(22)	–	(70)
Carrying value
31 December 2024	52	35	4	91
31 December 2025	49	37	–	86

The Group recognised £4 million of assets that were under construction at 31 December 2024. These assets, relating to

improvements to leased office property, were completed and transferred to property and equipment in 2025.

The carrying value of right-of-use assets at 31 December 2025 relates to £49 million of property leases

(31 December 2024: £52 million).

16: Investment property

In June 2023, the Group entered into a contract to sublet a property to a tenant under an operating

lease with rentals payable monthly. The sublet relates to one floor of a leased property which has a

useful economic life of eleven years. There is a break clause in the sublease agreement after five years

and the Group cannot reasonably expect the tenant to continue to lease beyond 2028.

The fair value of the sublet floor can only be reliably measured with the use of a surveyor. The Group

believes the cost of measuring the fair value would be uneconomical when compared to the value of

the sublet and therefore the investment property is valued under the cost model. This is consistent

with the valuation of the Group’s leased properties. The carrying amount of the investment property

approximates to the fair value.

Lease income from operating leases where the Group is a lessor is recognised in income on a straight-

line basis over the sublease term. Lease income for 2025 is £1 million (2024: £1 million). Expenses

relating to the property are immaterial to the Group.

There are no contractual obligations to purchase, construct, develop or dispose of investment property.

Standard terms and conditions of leasing are included in the sublease arrangements.

	2025	2024
	£m	£m
Gross amount
At beginning of the year	10	10
At end of the year	10	10
Accumulated depreciation
At beginning of the year	(1)	–
Depreciation	(1)	(1)
At end of the year	(2)	(1)
Carrying value
At end of the year	8	9

16(a): Maturity analysis

Undiscounted cash flows under the sublease are £1 million per annum (2024: £1 million) for each of the

three years (2024: four years) to the end of 2028.

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147

Quilter plc Annual Report 2025

Financial statements

Notes to the consolidated financial statements

For the year ended 31 December 2025

17: Investments in associates

The Group has an interest in each of the following associates, all of which are accounted for using the

equity method. None of these associates are market traded. The UK is the country of incorporation

and principal place of business for each associate. All of the associates have a reporting year ending

31 March, apart from Digby Associates Limited that has 30 September as year-end date. The carrying

value of investments included in Group accounts is based on management accounts of associates as

at 31 December 2025.

		% of ownership interest	Carrying amount
	2025	2024	2025	2024
	%	%	£m	£m
Material associate:
Beals Mortgage and Financial Services Limited	35%	35%	13	12
Immaterial associates			8	4
Total equity-accounted associates			21	16

17(a): Summarised financial information for material associate

The information disclosed reflects the amounts presented in the financial statements of the material

associate and not the Group’s share of those amounts.

	31 December	31 December
	2025	2024
Beals Mortgage and Financial Services Limited	£m	£m
Summarised statement of financial position
Total current assets	9	7
Total non-current assets	3	3
Total current liabilities	–	–
Total non-current liabilities	–	–
Net assets	12	10
Reconciliation to carrying amounts:
Opening net assets at 1 January	10	–
Opening net assets at 1 April	–	9
Profit for the year	2	–
Profit for the period	–	1
Dividend paid	–	–
Closing net assets at 31 December	12	10
% of Group share	35%	35%
Group share of closing net assets	4	4
Notional goodwill 1	9	8
Carrying amount	13	12
Summarised statement of comprehensive income
Profit for the year to 31 December 2025	2	–
Profit for the nine months to 31 December 2024	–	1
Total comprehensive income	2	1

The goodwill forms part of the investment in associates balance in the Group’s statement of financial position.

In 2024, the Group acquired a 35% direct ownership interest in Beals Mortgage and Financial Services

Limited (“Beals”) and an equal proportion of the voting rights. Beals is an Appointed Representative

which offers financial advice. For the year to 31 December 2025, Beals generated revenue of £6 million

(for nine months to 31 December 2024: £3 million). As at 31 December 2025, Beals had no contingent

liabilities (2024: none).

17(b): Summarised financial information for immaterial associates

During 2025, the Group’s interests in immaterial associates increased due to acquisition of 30% of the

share capital of Digby Associates Ltd and a further investment in the existing associate 360 Dot Net

Limited. The Group also has an investment in Clinton Kennard Associates Ltd, which is also an

immaterial associate. The Group’s share of profit from these associates was £nil (2024: £nil). The

aggregate carrying amounts of immaterial associates are disclosed above. In 2025, the Group

recognised £nil (2024: £1 million) impairment of an immaterial associate as the Group could no longer

support the carrying value.

18: Loans and advances

This note analyses the loans and advances the Group has made. The carrying amounts of loans and

advances were as follows:

	31 December	31 December
	2025	2024
	£m	£m
Loans to advisers	49	59
Gross loans and advances	49	59
Expected credit loss	(5)	(3)
Total net loans and advances	44	56
To be recovered within 12 months	5	5
To be recovered after 12 months	39	51
Total net loans and advances	44	56

Loans to advisers are made on individually negotiated commercial terms. The loan agreement with

the adviser details the dates on which the repayments of the loan are to be made. Where an adviser

is due commission payments from the Group, these commission payments are offset against the loan

repayments due from the adviser. In certain circumstances, the loan agreement period may be extended

where agreed by both the Group and the adviser. Should the adviser terminate their terms of business

agreement with the Group, the loan balance becomes immediately repayable in full. The carrying amount

of loans to advisers measured at amortised cost approximates to their fair value which is measured as

the principal amount receivable under the loan agreements net of expected credit losses.

148

Quilter plc Annual Report 2025

Notes to the consolidated financial statements

For the year ended 31 December 2025

19: Financial investments

The table below analyses the investments and securities that the Group invests in, either on its own

proprietary behalf (shareholder funds) or on behalf of third parties (policyholder funds).

	31 December	31 December
	2025	2024
	£m	£m
Government and government-guaranteed securities	264	171
Other debt securities, preference shares and debentures	3,515	2,644
Equity securities	9,716	11,034
Pooled investments	59,816	45,510
Fixed-term deposits treated as investments	50	–
Other	1	1
Total financial investments	73,362	59,360

The financial investments are recoverable within 12 months, apart from £7 million (2024: £6 million)

which is recoverable after 12 months. The financial investments recoverability profile is based on the

intention with which the financial assets are held. The assets held on behalf of policyholders cover the

liabilities for linked investment contracts, all of which can be withdrawn by policyholders on demand.

20: Derivatives – assets and liabilities

The Group has limited involvement with derivatives and does not use them for the purposes of

speculation.

The derivatives included within the statement of financial position at 31 December 2025 and 31

December 2024 relate to instruments included as a consequence of the consolidation of investment

funds, and therefore the Group does not anticipate any material adverse effect on its financial position

resulting from such contracts, nor does it anticipate non-performance by counterparties. Investors in

funds have the option to end their investment in the funds at any time and therefore derivative liabilities

are classified as having a maturity of less than a year.

21: Categories of financial instruments

The analysis of financial assets and liabilities into categories as defined in IFRS 9 Financial Instruments

is set out in the following tables. Assets and liabilities of a non-financial nature, or financial assets and

liabilities that are specifically excluded from the scope of IFRS 9, are reflected in the non-financial assets

and liabilities category.

For information about the methods and assumptions used in determining fair value, refer to note 22.

The Group’s exposure to various risks associated with financial instruments is discussed in note 38.

31 December 2025
		Fair value		Non-financial
	Mandatorily	Designated	Amortised	assets and
	at FVTPL	at FVTPL	cost	liabilities	Total
Measurement basis	£m	£m	£m	£m	£m
Assets
Loans and advances	–	–	44	–	44
Financial investments	73,311	1	50	–	73,362
Trade, other receivables and other assets	–	–	356	42	398
Derivative assets	24	–	–	–	24
Cash and cash equivalents	1,425	–	727	–	2,152
Total assets that include financial
instruments	74,760	1	1,177	42	75,980
Total other non-financial assets	–	–	–	562	562
Total assets	74,760	1	1,177	604	76,542
Liabilities
Investment contract liabilities	–	64,493	–	–	64,493
Third-party interests in consolidated
funds	9,394	–	–	–	9,394
Borrowings and lease liabilities	–	–	271	–	271
Trade, other payables and other liabilities	–	1	543	105	649
Derivative liabilities	24	–	–	–	24
Total liabilities that include financial
instruments	9,418	64,494	814	105	74,831
Total other non-financial liabilities	–	–	–	245	245
Total liabilities	9,418	64,494	814	350	75,076

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149

Quilter plc Annual Report 2025

Financial statements

Notes to the consolidated financial statements

For the year ended 31 December 2025

31 December 2024
		Fair value		Non-financial
	Mandatorily	Designated	Amortised	assets and
	at FVTPL	at FVTPL	cost	liabilities	Total
Measurement basis	£m	£m	£m	£m	£m
Assets
Loans and advances	–	–	56	–	56
Financial investments	59,359	1	–	–	59,360
Trade, other receivables and other assets	–	–	370	48	418
Derivative assets	26	–	–	–	26
Cash and cash equivalents	1,215	–	734	–	1,949
Total assets that include financial
instruments	60,600	1	1,160	48	61,809
Total other non-financial assets	–	–	–	639	639
Total assets	60,600	1	1,160	687	62,448
Liabilities
Investment contract liabilities	–	51,758	–	–	51,758
Third-party interests in consolidated
funds	8,225	–	–	–	8,225
Borrowings and lease liabilities	–	–	275	–	275
Trade, other payables and other liabilities	–	1	399	106	506
Derivative liabilities	53	–	–	–	53
Total liabilities that include financial
instruments	8,278	51,759	674	106	60,817
Total other non-financial liabilities	–	–	–	208	208
Total liabilities	8,278	51,759	674	314	61,025

22: Fair value methodology

This section explains the judgements and estimates made in determining the fair values of financial

instruments that are recognised and measured at fair value in the financial statements. Classifying

financial instruments into the three levels of the fair value hierarchy (see note 22(b)) provides an

indication of the reliability of inputs used in determining fair value.

22(a): Determination of fair value

The fair value of financial instruments that are actively traded in organised financial markets is

determined by reference to quoted market exit prices for assets and offer prices for liabilities, at the

close of business on the reporting date, without any deduction for transaction costs:

– for units in unit trusts and shares in open-ended investment companies, fair value is determined

by reference to published quoted prices representing exit values in an active market;

– for equity and debt securities not actively traded in organised markets and where the price cannot be

retrieved, the fair value is determined by reference to similar instruments for which market observable

prices exist;

– for assets that have been suspended from trading on an active market, the last published price is

used. Many suspended assets are still regularly priced. At the reporting date, all suspended assets

are assessed for impairment; and

– where the assets are private equity investments or within consolidated investment funds, the

valuation is based on the latest available set of audited financial statements, or if more recent is

available, reports from Investment Managers or professional valuation experts on the value of the

underlying assets of the private equity investment or fund.

There have been no significant changes in the valuation techniques applied when valuing financial

instruments. Where assets are valued by the Group, the general principles applied to those instruments

measured at fair value are outlined below:

Financial investments

Financial investments include government and government-guaranteed securities, listed and unlisted

debt securities, preference shares and debentures, listed and unlisted equity securities, listed and

unlisted pooled investments (see below), short-term funds and securities treated as investments and

certain other securities.

Pooled investments represent the Group’s holdings of shares/units in open-ended investment

companies, unit trusts, mutual funds and similar investment vehicles. Pooled investments are

recognised at fair value. The fair values of pooled investments are based on widely published prices

that are regularly updated.

Other financial investments that are measured at fair value use observable market prices where

available. In the absence of observable market prices, these investments and securities are fair valued

using various approaches including valuations based on discounted cash flows and earnings before

interest, tax, depreciation and amortisation multiples.

Derivatives

The fair value of derivatives is determined with reference to the exchange-traded prices of the specific

instruments. The fair value of over-the-counter forward foreign exchange contracts is determined by

reference to the relevant exchange rates.

Investment contract liabilities

The fair value of the investment contract liabilities is determined with reference to the underlying funds

that are held by the Group.

Third-party interests in consolidated funds

Third-party interests in consolidated funds are measured at the attributable net asset value of each fund.

21: Categories of financial instruments continued

150

Quilter plc Annual Report 2025

Notes to the consolidated financial statements

For the year ended 31 December 2025

22(b): Fair value hierarchy

Fair values are determined according to the following hierarchy:

Description of hierarchy	Types of instruments classified in the respective levels
Level 1 – quoted market prices: financial assets and	Listed equity securities, government securities and other
liabilities with quoted prices for identical instruments in	listed debt securities and similar instruments that are
active markets.	actively traded, actively traded pooled investments, certain
	quoted derivative assets and liabilities and investment
	contract liabilities directly linked to Level 1 financial assets.
Level 2 – valuation techniques using observable inputs:	Unlisted equity and debt securities where the valuation
financial assets and liabilities with quoted prices for	is based on models involving no significant unobservable
similar instruments in active markets or quoted prices for	data.
identical or similar instruments in inactive markets and	Over-the-counter derivatives, certain privately placed
financial assets and liabilities valued using models where all significant inputs are observable.	debt instruments and third-party interests in consolidated
	funds.
Level 3 – valuation techniques using significant	Unlisted equity and securities with significant
unobservable inputs: financial assets and liabilities valued	unobservable inputs, securities where the market is not
using valuation techniques where one or more significant	considered sufficiently active, including certain inactive
inputs are unobservable.	pooled investments.

The judgement as to whether a market is active may include, for example, consideration of factors

such as the magnitude and frequency of trading activity, the availability of prices and the size of bid/offer

spreads. In inactive markets, obtaining assurance that the transaction price provides evidence of fair

value or determining the adjustments to transaction prices that are necessary to measure the fair value

of the asset or liability requires additional work during the valuation process.

The majority of valuation techniques employ only observable data and so the reliability of the fair value

measurement is high. Certain financial assets and liabilities are valued on the basis of valuation

techniques that feature one or more significant inputs that are unobservable and, for them, the

derivation of fair value is more judgemental. A financial asset or liability in its entirety is classified as

valued using significant unobservable inputs if a significant proportion of that asset or liability’s carrying

amount is driven by unobservable inputs.

In this context, ‘unobservable’ means that there is little or no current market data available from which

to determine the price at which an arm’s length transaction would be likely to occur. It generally does

not mean that there is no market data available at all upon which to base a determination of fair value.

Furthermore, in some cases the majority of the fair value derived from a valuation technique with

significant unobservable data may be attributable to observable inputs.

22(c): Transfer between fair value hierarchies

The Group deems a transfer to have occurred between Level 1 and Level 2 or Level 3 when an actively

traded primary market ceases to exist for that financial instrument. A transfer between Level 2 and Level

3 occurs when one or more of the significant inputs used to determine the fair value of the instrument

become unobservable. Transfers from Levels 3 or 2 to Level 1 are also possible when assets become

actively priced.

There were £nil transfers of financial investments between Level 1 and Level 2 during the year 2025

(31 December 2024: £nil).

See note 22(e) for the reconciliation of Level 3 financial instruments.

22(d): Financial assets and liabilities measured at fair value, classified according to the fair value

hierarchy

The majority of the Group’s financial assets are measured using quoted market prices for identical

instruments in active markets (Level 1) and there have been no significant changes during the year.

Financial investments include linked assets that are held to cover the liabilities for linked investment

contracts which form part of the investment contract liabilities balance. The difference between the

value of linked assets and that of linked liabilities is mainly due to short-term timing differences between

policyholder premiums being received and invested in advance of policies being issued, and tax

liabilities within funds which are reflected within the Group’s tax liabilities.

Differences between assets and liabilities within the respective levels of the fair value hierarchy also

arise due to the mix of underlying assets and liabilities within consolidated funds. In addition, third-party

interests in consolidated funds are classified as Level 2.

The tables below analyse the Group’s financial assets and liabilities measured at fair value by the fair

value hierarchy described in note 22(b).

	Level 1	Level 2	Level 3	Total
31 December 2025	£m	£m	£m	£m
Financial investments	62,183	11,108	21	73,312
Cash and cash equivalents	1,425	–	–	1,425
Derivative assets	–	24	–	24
Total financial assets measured at fair value through profit or loss	63,608	11,132	21	74,761
Third-party interests in consolidated funds	–	9,394	–	9,394
Derivative liabilities	–	24	–	24
Investment contract liabilities	64,473	–	20	64,493
Other liabilities	–	1	–	1
Total financial liabilities measured at fair value through profit or loss	64,473	9,419	20	73,912

22: Fair value methodology continued

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151

Quilter plc Annual Report 2025

Financial statements

Notes to the consolidated financial statements

For the year ended 31 December 2025

	Level 1	Level 2	Level 3	Total
31 December 2024	£m	£m	£m	£m
Financial investments	49,052	10,292	16	59,360
Cash and cash equivalents	1,215	–	–	1,215
Derivative assets	–	26	–	26
Total financial assets measured at fair value through profit or loss	50,267	10,318	16	60,601
Third-party interests in consolidated funds	–	8,225	–	8,225
Derivative liabilities	–	53	–	53
Investment contract liabilities	51,745	–	13	51,758
Other liabilities	–	1	–	1
Total financial liabilities measured at fair value through profit or loss	51,745	8,279	13	60,037

22(e): Level 3 fair value hierarchy disclosure

The majority of the assets classified as Level 3 are held within linked policyholder funds. Where this is

the case, all of the investment risk associated with these assets is borne by policyholders and the value

of these assets is exactly matched by a corresponding liability due to policyholders. The Group bears no

risk from a change in the market value of these assets except to the extent that it has an impact on fees

earned.

Level 3 assets also include investments within consolidated funds attributable to the third-party interest

in those funds. The Group bears no risk from a change in the market value of these assets except to the

extent that it has an impact on fees earned. Any changes in market value are matched by a corresponding

change in the Level 2 liability for third-party interests in consolidated funds.

The table below reconciles the opening balance of Level 3 financial assets to the closing balance at each

year end:

	2025	2024
	£m	£m
Balance at 1 January	16	33
Fair value (losses)/gains (charged)/credited to profit or loss 1	(2)	4
Sales	(2)	(17)
Transfers in	14	8
Transfers out	(5)	(12)
Total Level 3 financial assets at the end of the year	21	16
Unrealised fair value losses recognised in profit or loss relating to assets held at the year end	(2)	(3)

Included in Investment return.

All of the assets that are classified as Level 3 are suspended funds for 2025 and 2024.

Transfers into Level 3 assets in the current year are mainly due to funds from Level 1 being suspended

and moved to Level 3. Suspended funds are valued based on external valuation reports received from

fund managers. Transfers out of Level 3 assets result from a transfer to Level 1 assets relating to assets

that are now being actively repriced (that were previously stale) and where fund suspensions have been

lifted.

The table below reconciles the opening balance of Level 3 financial liabilities to the closing balance at

each year end:

	2025	2024
	£m	£m
Balance at 1 January	13	24
Fair value gains credited to profit or loss 1	(2)	(2)
Transfers in	14	–
Transfers out	(5)	(9)
Total Level 3 financial liabilities at the end of the year	20	13
Unrealised fair value losses recognised in profit or loss relating to liabilities
at the year end	(2)	(2)

Included in Investment return.

22(f): Effect of changes in significant unobservable assumptions to reasonable alternatives

Details of the valuation techniques applied to the different categories of financial instruments can be

found in note 22(a) above, including the valuation techniques applied when significant unobservable

assumptions are used to value Level 3 assets.

For Level 3 assets and liabilities, no reasonable alternative assumptions are applicable and the Group

therefore performs a sensitivity test of an aggregate 10% change in the value of the financial asset or

liability (2024: 10%), representing a reasonable alternative judgement in the context of the current

macroeconomic environment in which the Group operates. It is therefore considered that the impact

of this sensitivity will be in the range of £2 million (2024: £2 million) to the reported fair value of Level 3

assets, and £2 million (2024: £1 million) to the reported fair value of Level 3 liabilities, both favourable

and unfavourable.

22(g): Fair value hierarchy for assets and liabilities not measured at fair value

Certain financial instruments of the Group are not carried at fair value. The carrying values of these are

considered reasonable approximations of their respective fair values as they are either short term in

nature or are repriced to current market rates at frequent intervals.

22: Fair value methodology continued

22(d): Financial assets and liabilities measured at fair value, classified according to the fair

valuehierarchy continued

152

Quilter plc Annual Report 2025

Notes to the consolidated financial statements

For the year ended 31 December 2025

23: Structured entities

Structured entities are defined as entities that have been designed so that voting or similar rights are

not the dominant factor in deciding who controls the entity, such as when any voting rights relate to

administrative tasks only and the relevant activities are directed by means of contractual arrangements.

The Group has interests in both consolidated and unconsolidated structured entities.

23(a): Group’s involvement in structured entities

The Group invests in collective investment vehicles, including OEICs and unit trusts, in order to match

unit-linked investment contract liabilities. This means that all of the investment risk associated with

these assets is borne by policyholders and any change in the value of these assets is closely matched by

a corresponding change in liability due to policyholders. As the Group earns management fees based on

the market value of unit-linked assets, any change in asset values will increase or decrease the Group’s

revenues. The Group has not provided any non-contractual support to any consolidated or

unconsolidated structured entities during 2024 or 2025.

As at 31 December 2024 and 31 December 2025, the Group has no obligation or intention to provide

financial support to structured entities that could expose the Group to a loss.

Shareholder funds are invested in collective investment vehicles, principally in respect of money market

funds as an alternative to bank deposits.

The Group’s holdings in collective investment vehicles are subject to the terms and conditions of the

respective investment vehicles’ offering documentation and are susceptible to market risk arising from

uncertainties about the future values of those investment vehicles. All of the investment vehicles in

the investment portfolios are managed by portfolio managers who are compensated by the respective

investment vehicles for their services. Such compensation generally consists of an asset-based fee

and a performance-based incentive fee and is reflected in the valuation of the investment vehicles.

These structured entities are not consolidated where the Group determines that it does not have control.

23(b): Interests in unconsolidated structured entities

The Group invests in unconsolidated structured entities as part of its normal investment and trading

activities. The Group’s total interest in unconsolidated structured entities is classified as financial

investments held mandatorily at fair value through profit or loss. The table below provides a summary

of the carrying value of the Group’s interests in unconsolidated structured entities:

	31 December	31 December
	2025	2024
	£m	£m
Financial investments	50,538	40,599
Cash and cash equivalents	1,425	1,215
Total Group interest in unconsolidated structured entities	51,963	41,814

The Group’s maximum exposure to loss with regard to the Group’s interests in unconsolidated

structured entities presented above, before consideration of the reduction in unit-linked liabilities, is the

carrying amount of the Group’s investments (2025: £51,963 million; 2024: £41,814 million). The majority

of the exposure relates to unit-linked products and therefore any movement in the Group’s investment

will be offset by a corresponding movement in investment contract liabilities. Once the Group has

disposed of its shares or units in a fund, it ceases to be exposed to any risk from that fund. The Group’s

holdings in the above unconsolidated structured entities are less than 50% and as such the net asset

value of these structured entities is significantly higher than the carrying value of the Group’s interest.

The net assets of the structured entities are equivalent to the AuM value of these funds.

23(c): Consolidation considerations for structured entities managed by the Group

The Group acts as the fund manager for a number of investment funds. Determining whether the Group

controls such an investment fund usually focuses on the assessment of decision-making rights as fund

manager, the investor’s rights to remove the fund manager and the aggregate economic interests of the

Group in the fund in the form of the interest held and exposure to variable returns.

In most instances, the Group’s decision-making authority, in its capacity as fund manager, with regard to

these funds is regarded to be well-defined. Discretion is exercised when decisions regarding the relevant

activities of these funds are being made. For funds managed by the Group, where the investors have the

right to remove the Group as fund manager without cause, the fees earned by the Group are considered

to be market related. These agreements include only terms, conditions or amounts that are customarily

present in arrangements for similar services and levels of skill negotiated on an arm’s length basis. The

Group has concluded that it acts as agent on behalf of the investors in such cases.

The Group is considered to be acting as principal where the Group is the fund manager and is able to

make the investment decisions on behalf of the unit holders and earn a variable fee, and there are no

kick out rights that would remove the Group as fund manager.

There have been no changes in facts or circumstances in the year which have changed the Group’s

conclusion on its approach to the consolidation of funds.

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153

Quilter plc Annual Report 2025

Financial statements

Notes to the consolidated financial statements

For the year ended 31 December 2025

24: Trade, other receivables and other assets

This note analyses total trade, other receivables and other assets.

	31 December	31 December
	2025	2024
	£m	£m
Outstanding settlements	213	202
Other receivables	75	106
Accrued interest	8	8
Accrued income	58	53
Other accruals and prepayments	27	31
Contract assets	14	14
Management fees receivable	3	4
Total trade, other receivables and other assets	398	418
To be settled within 12 months	395	415
To be settled after 12 months	3	3
Total trade, other receivables and other assets	398	418

Other receivables mainly relate to trade debtors, tax debtors and other debtors.

There have been no non-performing receivables. Information about the Group’s impairment allowances

in relation to trade receivables are disclosed in note 38(b). None of the receivables reflected above have

been subject to the renegotiation of terms.

25: Contract costs

Contract costs (on investment contracts, asset management services and advice business) relate to

costs that the Group incurs to obtain new business. These acquisition costs are capitalised in the

statement of financial position and are amortised over the life of the contracts. The table below analyses

the movements in these balances.

		Asset
	Investment	management
	contracts	and advice	Total
	£m	£m	£m
1 January 2024	6	10	16
New business	3	8	11
Amortisation	(1)	(1)	(2)
Impairment 1	–	(1)	(1)
31 December 2024	8	16	24
New business	5	7	12
Amortisation	(1)	(3)	(4)
Impairment 1	–	(1)	(1)
31 December 2025	12	19	31

The impairment of contract costs resulted from the impairment of specific acquired adviser business assets held within the Affluent

operating segment as the Group could no longer support the carrying value.

	31 December	31 December
	2025	2024 1
	£m	£m
To be recovered within 12 months	5	3
To be recovered after 12 months	26	21
Total contract costs	31	24

The split of contract costs between recovered within 12 months and recovered after 12 months for 2025 is presented in line with the

requirements of IAS 1 (Presentation of Financial Statements). Disclosures for the prior period have been re-presented to ensure

comparability.

26: Cash and cash equivalents

26(a): Analysis of cash and cash equivalents

	31 December	31 December
	2025	2024
	£m	£m
Cash at bank	323	369
Money market funds	1,425	1,215
Cash and cash equivalents in consolidated funds	404	365
Total cash and cash equivalents per statement of cash flows	2,152	1,949

The Group’s management does not consider that the cash and cash equivalents balance arising due to

consolidation of funds of £404 million (2024: £365 million) is available for use in the Group’s day-to-day

operations. The remainder of the Group’s cash and cash equivalents balance of £1,748 million

(2024: £1,584 million) is considered to be available for general use by the Group for the purposes of

the disclosures required under IAS 7 Statement of Cash Flows. This balance includes policyholder

cash as well as cash and cash equivalents held by regulated subsidiaries to meet their capital and

liquidity requirements.

154

Quilter plc Annual Report 2025

Notes to the consolidated financial statements

For the year ended 31 December 2025

26: Cash and cash equivalents continued

26(b): Analysis of net cash flows from operating activities:

		Year ended	Year ended
		31 December	31 December
		2025	2024
	Notes	£m	£m
Cash flows from operating activities
Profit before tax		324	35
Adjustments for Depreciation of property, plant and equipment	15	10	11
Depreciation of investment property	16	1	1
Loss on disposal of property, plant and equipment	15	1	–
Movement on contract costs	25	(7)	(8)
Amortisation of intangibles	14	16	40
Fair value and other movements in financial assets		(6,972)	(3,891)
Fair value movements in investment contract liabilities	29	6,072	3,153
Other changes in investment contract liabilities		6,663	5,209
Share of profit after tax of associates		(1)	–
Other movements		38	41
		5,821	4,556
Net changes in working capital
(Increase)/decrease in derivatives		(27)	59
Decrease/(increase) in loans and advances	18	12	(18)
(Decrease)/increase in provisions	30	(48)	65
Movement in other assets and other liabilities		157	(43)
		94	63
Taxation paid		(43)	(69)
Net cash flows from operating activities		6,196	4,585

26(c): Analysis of cash flows from financing activities:

		2025	2024
Movements in liabilities arising from financing activities	Note	£m	£m
Opening balance at 1 January	32	275	279
Finance costs on external borrowings		(17)	(18)
Payment of lease liabilities		(9)	(10)
Cash flows from financing activities		(26)	(28)
External debt interest accrual		17	18
Changes in lease liabilities		4	6
Other changes in liabilities		1	–
Other non-cash changes		22	24
Balance at 31 December	32	271	275

27: Ordinary Share capital

At 31 December 2025 and 31 December 2024, the Company’s equity capital comprises 1,404,105,498

Ordinary Shares of 8

⁄6 pence each with an aggregated nominal value of £114,668,616. All Ordinary

Shares have been called up and fully paid.

All Ordinary Shares issued carry equal voting rights. The holders of the Company’s Ordinary Shares are

entitled to receive dividends as declared and are entitled to one vote per share at shareholder meetings

of the Company.

28: Share-based payments reserve

During 2025, the Group participated in a number of share-based payment arrangements. This note

describes the nature of the plans and how the share options and awards are valued.

28(a): Description of share-based payment arrangements

The Group operates the following share-based payment schemes with awards over Quilter plc shares:

		Description of award			Vesting conditions
				Contractual	Typical
	Conditional		Dividend	life	service	Performance
Scheme	shares	Options	entitlement 1	(years)	(years)	(measure)
Quilter plc	–	✔	✔	Up to 10	3	AP EPS
Performance Share						CAGR 2 and
Plan						Relative Total
						Shareholder
						Return
Quilter plc	✔	–	✔	Not less	3	Conduct,
Performance Share				than 3		Risk &
Plan						Compliance
						Underpins
Quilter plc Share	✔	–	✔	Typically, 3	3	–
Reward Plan
Quilter plc	–	✔	–	3 ½ – 5 ½	3 and 5	–
Sharesave Plan 3

Participants are entitled to dividend equivalents.

Adjusted profit earnings per share compound annual growth rate (“CAGR”).

The Quilter plc Sharesave Plan is linked to a savings plan.

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155

Quilter plc Annual Report 2025

Financial statements

Notes to the consolidated financial statements

For the year ended 31 December 2025

28(b): Reconciliation of movements in options

The movement in options outstanding under the Performance Share Plans and Sharesave Plan

arrangements during the year is detailed below:

		Year ended 31 December 2025		Year ended 31 December 2024
		Weighted		Weighted
		average		average
	Number of	exercise	Number of	exercise
Options over Ordinary Shares (LSE)	options	price	options	price
Outstanding at the beginning of the year	31,999,744	£0.44	27,895,577	£0.48
Granted during the year	7,263,302	£0.53	8,672,404	£0.31
Exercised during the year	(2,145,556)	£0.39	(1,849,519)	£0.29
Expired/forfeited during the year	(2,304,862)	£0.28	(1,735,725)	£0.33
Cancelled during the year	(537,000)	£0.86	(982,993)	£0.82
Outstanding at the end of the year	34,275,628	£0.47	31,999,744	£0.44
Exercisable at the end of the year	–	–	–	–

Options outstanding at the end of 2025 include 1,121,304 dividend equivalent shares (2024: 989,097)

relating to current and prior year schemes.

The weighted average fair value of options at the measurement date for options granted during 2025

is £0.80 (2024: £0.76). The weighted average share price at the dates of exercise for options exercised

during the year was £1.58 (2024: £1.10).

The options outstanding at 31 December 2025 have exercise prices of £nil (2024: £nil) for the Quilter plc

Performance Share Plan, and between £0.69 (2024: £0.69) and £1.31 (2024: £1.31) for the Quilter plc

Sharesave Plan, with a weighted average remaining contractual life of 1.4 years (2024: 1.9 years).

28(c): Reconciliation of movements in share grants

The movement in awards outstanding under the Performance Share Plans, Conditional Shares and

Share Reward Plan and Conditional Shares arrangements during the year is detailed below:

	Year ended	Year ended
	31 December	31 December
	2025	2024
	Number of	Number of
	conditional	conditional
Awards of Ordinary Shares (LSE)	share awards	share awards
Outstanding at the beginning of the year	34,512,978	36,400,131
Granted during the year	8,563,266	12,123,597
Exercised during the year	(14,168,569)	(12,948,064)
Expired during the year	(1,078,943)	(1,062,686)
Outstanding at the end of the year	27,828,732	34,512,978
Exercisable at the end of the year	–	–

Awards outstanding at the end of 2025 include 2,505,240 dividend equivalent shares (2024: 3,229,413)

relating to current and prior year schemes.

The weighted average fair value of Conditional Share award grants for the year ended 31 December

2025 was £1.56 (2024: £1.05). The weighted average share price at the dates of exercise for awards

exercised during the year was £1.52 (2024: £1.04).

Share awards outstanding at 31 December 2025 have exercise prices of £nil (2024: £nil), with a weighted

average remaining contractual life of 0.9 years (2024: 1.0 years).

28(d): Measurements and assumptions

In determining the fair value of equity-settled share-based awards and the related charge to profit or

loss, the Group makes assumptions about future events and market conditions. Specifically,

management makes estimates of the likely number of shares that will vest and the fair value of each

award granted which is valued and ‘locked in’ at the grant date.

The fair value of services received in return for share options granted is measured by reference to the

fair value of share options granted. The estimate of fair value of share options granted is measured using

either a Black-Scholes option pricing model or a Monte Carlo simulation.

The inputs used in the measurement of fair values at the grant date for awards granted during 2025

were as follows:

		Weighted		Weighted	Weighted	Weighted
	Weighted	average	Weighted	average	average	average
	average	exercise	average	expected	risk-free	expected	Expected
	share price	price	expected	life	interest	dividend	forfeitures
Scheme	£	£	volatility	(years)	rate	yield	per annum
Quilter plc Performance Share
Plan – Share Options (nil cost
options)	1.46	0.00	33%	2.9	4.2%	0%	0%
Quilter plc Performance Share
Plan – Conditional Shares	1.46	0.00	33%	3.1	4.3%	0%	4%
Quilter plc Share Reward Plan
– Conditional Shares	1.56	0.00	31%	2.0	4.1%	0%	4%
Quilter plc Sharesave Plan	1.39	1.05	35%	3.8	4.1%	4.2%	5%

The expected volatility used is based on the historical volatility of the share price over the period

commensurate with the expected life of the award. The risk-free interest rate was based on the yields

available on UK Government bonds as at the date of grant. The bonds chosen were those with a similar

remaining term to the expected life of the share awards.

28: Share-based payments reserve continued

156

Quilter plc Annual Report 2025

Notes to the consolidated financial statements

For the year ended 31 December 2025

28(e): Financial impact

The share-based payment reserve of £40 million (2024: £42 million) represents the cumulative expense

of the Group for the unsettled portion of equity awarded schemes.

The total expense recognised in the year arising from equity compensation plans was £13 million

(2024: £14 million). All expenses recognised in the current and prior year arose from equity-settled

share and share option plans.

29: Investment contract liabilities

The following table provides a summary of the Group’s investment contract liabilities:

	2025	2024
	£m	£m
Carrying amount at 1 January	51,758	43,396
Fair value movements	6,072	3,153
Investment income	1,073	912
Movements arising from investment return	7,145	4,065
Contributions received	10,372	8,222
Withdrawals and surrenders	(4,470)	(3,661)
Claims and benefits	(302)	(260)
Other movements	(10)	(4)
Change in liability	12,735	8,362
Investment contract liabilities at end of the year	64,493	51,758

For unit-linked investment contracts, movements in asset values are offset by corresponding changes

in liabilities, limiting the net impact on profit.

The benefits offered under the unit-linked investment contracts are based on the risk appetite of

policyholders and the return on their selected investments and collective fund investments, whose

underlying investments include equities, debt securities, property and derivatives. This investment mix

is unique to each individual policyholder.

For unit-linked business, the unit liabilities are determined as the value of units credited to

policyholders. Since these liabilities are determined on a retrospective basis, no assumptions for future

experience are required. Assumptions for future experience are required for unit-linked business in

assessing whether the total of the contract costs asset and contract liability is greater than the present

value of future profits expected to arise on the relevant blocks of business (the “recoverability test”).

If this is the case, then the contract costs asset is restricted to the recoverable amount. For linked

contracts, the assumptions are on a best estimate basis.

30: Provisions

	Customer
	remediation		Sale of		Clawback
	exercise	Compensation	subsidiaries	Property	and other
	provision	provisions	provision	provisions	provisions	Total
Year ended 31 December 2025	£m	£m	£m	£m	£m	£m
Balance at 1 January	76	14	1	7	13	111
Charge to profit or loss	–	2	–	–	6	8
Used during the year	(14)	(3)	–	–	(7)	(24)
Unused amounts reversed	(22)	(11)	(1)	(1)	–	(35)
Reclassification within the statement of financial position	–	–	–	–	1	1
Unwind of discounting	2	–	–	–	–	2
Balance at 31 December 2025	42	2	–	6	13	63

	Customer
	remediation		Sale of		Clawback
	exercise	Compensation	subsidiaries	Property	and other
	provision	provisions	provision	provisions	provisions	Total
Year ended 31 December 2024	£m	£m	£m	£m	£m	£m
Balance at 1 January	–	17	3	10	16	46
Charge to profit or loss	76	10	–	–	4	90
Used during the year	–	(5)	(2)	(2)	(6)	(15)
Unused amounts reversed	–	(8)	–	(1)	(1)	(10)
Balance at 31 December 2024	76	14	1	7	13	111

Customer remediation exercise provision

At 31 December 2025, the customer remediation exercise provision was £42 million (31 December 2024:

£76 million).

At 31 December 2024, the Group recognised a provision of £76 million for a customer remediation

exercise following the review of the delivery of ongoing advice services by the Appointed Representative

firms in the Quilter Financial Planning network. A reasonable estimate of the provision was determined

based upon a potential customer remediation exercise, whereby the population of customers who are

at the highest likelihood of having not received the expected level of service from their adviser would

be identified. These customers would be invited to join the review if they believe that they have not

received ongoing advice and if they wish to have their situation reviewed by Quilter. Following the initial

draft results of the cohort of customers undertaken by the Skilled Person, the Group determined a

reasonable estimate of a provision for the potential redress payable to customers to settle the cases

where the expected level of service from their adviser may not have been received. The draft results

from the Skilled Person Review were extrapolated from their sample to the population of all customers

who paid an ongoing advice charge between 2018 and 2023 (inclusive of both years). An estimate of the

response rate of customers to join the review, and of the associated administrative costs, were

determined based upon experience from previous past business reviews performed by the Group,

and assumptions on the number of customers who may be subject to the review process.

28: Share-based payments reserve continued

Strategic Report Governance Report Other information

157

Quilter plc Annual Report 2025

Financial statements

Notes to the consolidated financial statements

For the year ended 31 December 2025

The provision recognised at 31 December 2024, based upon the approach described above, included an

estimate of the refund of ongoing advice charges for customers impacted, interest payable to customers

at rates in line with the applicable Financial Ombudsman Service current interest rates, and

administrative costs, both internal and external, to perform the customer remediation exercise.

The Skilled Person’s report was finalised during the first half of 2025. Quilter is committed to ensuring

that customers who have not received the services that they were charged for are appropriately

identified and remediated. Accordingly, a Customer Remediation Strategy was developed by the Group

during the second half of 2025, in consultation with management’s external experts and remains

ongoing. The strategy includes identifying the customer cohorts to be involved within the exercise, and a

sampling exercise of cases for each Appointed Representative firm who have customers within the

relevant population. The remediation exercise is risk-based and will consider cases where the customer

has been charged for ongoing advice services, and the adviser is unable to satisfactorily evidence the

provision of those services. The remediation exercise will involve the population of customers who are

at the highest likelihood of having not received the expected level of service from their adviser. An

expense of £2 million has been recognised during the year for the unwind of the discount rate when

calculating the present value of future costs of the customer remediation exercise provision due to the

passage of time. During 2025, £14 million of the provision has been utilised for administrative costs.

Given that activity during 2025 was focused on development of the Customer Remediation Strategy, no

customers were remediated during the year. The principles used in the calculation of the provision

remain unchanged, with the focus of results shifting to the cases reviewed internally for customers

within higher risk cohorts rather than the Skilled Person Review results which were based upon a

representative sample of the entire population of customers. The provision has been recalculated based

upon the initial findings of the Customer Remediation Strategy and reflects the impact of the change in

the Financial Ombudsman Service interest rates policy on customer redress. These changes, overall,

have resulted in a reduction of the provision of £22 million. Customer redress is expected to be

calculated and paid to relevant customers over an 18-month period to 30 June 2027. Of the total £42

million (31 December 2024: £76 million) provision outstanding at the reporting date, £31 million (31

December 2024: £33 million) is estimated to be payable within one year. In line with IAS 37 (Provisions,

Contingent Liabilities and Contingent Assets), amounts estimated to be payable after 12 months have

not been discounted to their present value given that the impact of such discounting would be

immaterial.

The following table presents the potential change to the provision balance as a result of movements in

the key assumptions:

		31 December 2025		31 December 2024
	Increase	Decrease	Increase	Decrease
	£m	£m	£m	£m
Percentage point change in proportion of in-scope
population where satisfactory service evidence is unavailable of 10%	9	(8)	16	(16)
Percentage point change in response rate of 10%	9	(9)	14	(14)
Change in administrative costs of 10% related to time period to complete the exercise	2	(2)	3	(3)

Uncertainty exists regarding the remediation exercise, including the proportion of the population of

customers charged a fee where servicing was not provided, the response rate of customers contacted

and the administrative costs to complete the exercise. The financial impact could be materially higher

or lower than the amount of the provision.

Where redress payments are made to customers, the Group has the ability to seek appropriate

reimbursement from the relevant Appointed Representative firms who have been unable to

demonstrate that the ongoing advice service paid by the customer was provided. Should the Group

make payments to customers, recompense to the Group can be sought from the relevant Appointed

Representative firm who has benefited from the majority of the revenue recognised over the period of

the servicing agreement. Any reimbursement would not be recognised as a reduction of the provision

recognised and would only be recognised as an asset at such time as recoverability became virtually

certain. If the receipt of the potential reimbursement became probable but was not virtually certain

it would be disclosed as a contingent asset, but not recognised within net assets.

Compensation provisions

At 31 December 2025, compensation provisions total £2 million (31 December 2024: £14 million).

The net reduction of £12 million during the period consists of additional charges to profit or loss

of £2 million, offset by compensation and professional fees payments of £3 million and £11 million

release of unused amounts following further review work completed during the period. Compensation

provisions comprise the following:

Lighthouse pension transfer advice provision of £nil (31 December 2024: £1 million)

A further review of a sample of Lighthouse DB to DC pension transfer advice cases not relating to the

British Steel Pension Scheme has been conducted by an independent expert to identify any cases of

unsuitable DB to DC pension transfer advice. The review was conducted using a past business review

process, and the sample was selected on a risk-based approach. The review of this sample identified

some additional cases where customer redress was required.

During 2024, redress payments of £1 million were made to customers, £1 million of professional fees

were paid, and £3 million of the provision related to customer redress was unused and reversed. This

resulted from the redress calculations performed for customers being lower than previously forecast,

due to changes in the assumptions used to perform the calculations and market movements of the

pension scheme values during 2024.

30: Provisions continued

158

Quilter plc Annual Report 2025

Notes to the consolidated financial statements

For the year ended 31 December 2025

In the period to 31 December 2025, redress payments and associated professional fees of £1 million

were made to customers and the independent expert, with the liability at 31 December 2024 utilised

in full and settled. The review concluded in June 2025.

Other compensation provisions of £2 million (31 December 2024: £13 million)

Other compensation provisions of £2 million include amounts relating to internally conducted past

business reviews, the cost of correcting deficiencies in policy administration systems, including redress,

any associated litigation costs and the related costs to compensate current and former policyholders

and customers. This provision represents management’s best estimate of expected outcomes based

upon past experience, and a review of the details of each case. Due to the nature of the provision, the

timing of the expected cash outflows is uncertain. The best estimate of the timing of outflows is that

the majority of the balance is expected to be settled within 12 months.

A provision of £nil, included within the balance, has been recognised at 31 December 2025

(31 December 2024: £7 million) relating to internally conducted past business reviews of ongoing

servicing within Quilter Financial Planning, as part of the Group’s normal business operations.

During the period to 31 December 2025, redress payments of £1 million were made to customers,

and £6 million of the provision related to customer redress was unused and reversed as the vast

majority of the past business reviews were completed during the year.

A provision of £nil, included within the balance, has been recognised at 31 December 2025

(31 December 2024: £2 million) relating to potentially unsuitable DB to DC pension transfer advice

provided by adviser businesses other than Lighthouse. The provision has been updated for the current

status of the review, which is now complete, and redress determined based upon the customer redress

calculations performed. £2 million of the provision related to customer redress was unused and

reversed.

Sale of subsidiaries provision

The sale of subsidiaries provision totals £nil at 31 December 2025 (31 December 2024: £1 million).

The provision at 31 December 2024 was for warranty claims relating to the sale, in 2015, of former

subsidiaries and has been released following the conclusion of several tax audits in Germany.

Property provisions

Property provisions total £6 million (31 December 2024: £7 million). Property provisions represent the

discounted value of expected future costs of reinstating leased property to its original condition at the

end of the lease term, and any onerous commitments which may arise in cases where a leased property

is no longer fully used by the Group. The estimate is based upon property location, size of property

and an estimate of the cost per square foot. Property provisions are used or released when the

reinstatement obligations are satisfied. The associated asset for the property provisions relating to

the cost of reinstating property is included within Property, plant and equipment.

Of the £6 million provision outstanding, £nil (31 December 2024: £1 million) is estimated to be payable

within one year. The majority of the balance relates to leased properties which have a lease term

maturity of more than five years.

Clawback and other provisions

Clawback and other provisions total £13 million (31 December 2024: £13 million) and include amounts

for the resolution of legal uncertainties and the settlement of other claims raised by contracting parties

and indemnity commission provisions. Where the impact of discounting is material, provisions are

discounted at a risk-free rate. The timing and final amounts of payments, particularly those in respect

of litigation claims and similar actions against the Group, are uncertain and could result in adjustments

to the amounts recorded.

Included within the balance at 31 December 2025 is £9 million (31 December 2024: £10 million) of

clawback provisions in respect of potential refunds due to product providers on indemnity commission

within the Quilter Financial Planning business. This provision, which is estimated and charged as a

reduction of revenue at the point of sale of each policy, is based upon assumptions determined from

historical experience of the proportion of policyholders cancelling their policies, which requires the

Group to refund a portion of commission previously received to the product provider. Reductions to the

provision result from the payment of cash to product providers as refunds or the recognition of revenue

where a portion of the indemnity commission is assessed as no longer payable. The provision has been

assessed at the reporting date and adjusted for the latest cancellation information available. At

31 December 2025, an associated balance of £6 million recoverable from brokers is included within

Trade, other receivables and other assets (31 December 2024: £6 million).

The Group estimates a reasonably possible change of +/- £3 million, based upon the potential range

of outcomes for the proportion of cancelled policies within the clawback provision, and a detailed review

of the other provisions.

Of the total £13 million provision outstanding, £6 million is estimated to be payable within one year

(31 December 2024: £6 million).

31: Tax assets and liabilities

Deferred tax is calculated on all temporary differences at the tax rate applicable in the country in which

the differences arise.

Deferred tax summary

	31 December	31 December
	2025	2024
	£m	£m
Deferred tax assets	88	115
Less: deferred tax liabilities	(180)	(96)
Net deferred tax (liability)/asset	(92)	19

30: Provisions continued

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159

Quilter plc Annual Report 2025

Financial statements

31(a): Deferred tax assets

Deferred tax assets are recognised for tax attributes carried forward only to the extent that the

realisation of the related tax benefit is probable. Realisation of the tax benefit is considered to be

probable where based on all available evidence, it is more likely than not that there will be suitable

taxable profits against which the tax loss or other tax attribute can be relieved or utilised.

The movements on recognised deferred tax assets are explained below:

	At beginning	(Charge)/credit	Credit	At end of
	of the year	to profit or loss	to equity	the year
2025	£m	£m	£m	£m
Tax losses carried forward	76	(12)	–	64
Accelerated depreciation	15	(3)	–	12
Accrued interest expense and other temporary
differences	17	(14)	–	3
Share-based payments	13	(1)	3	15
Deferred expenses	3	(1)	–	2
Netted against deferred tax liabilities	(9)	1	–	(8)
Deferred tax assets	115	(30)	3	88

	At beginning	Credit/(charge)	Credit	At end of
	of the year	to profit or loss	to equity	the year
2024	£m	£m	£m	£m
Tax losses carried forward	52	24	–	76
Accelerated depreciation	21	(6)	–	15
Accrued interest expense and other temporary
differences	16	1	–	17
Share-based payments	8	1	4	13
Deferred expenses	4	(1)	–	3
Netted against deferred tax liabilities	(10)	1	–	(9)
Deferred tax assets	91	20	4	115

As disclosed in note 1, deferred tax assets are recognised to the extent they are supported by the

Group’s Business Plan. The Group considers that forecast and estimated profits are most sensitive

to movements in AuM because they have a direct impact on the level of the Group’s fee income.

The principal sensitivity within AuM are equity market level assumptions including estimated growth in

equity market indices included in the three-year Business Plan. Management forecasts equity market

growth for each business using estimated asset-specific growth rates that are supported by internal

research, historical performance, Bank of England forecasts and other external estimates.

The Group has considered and assessed reasonably possible changes in the forecast and estimated

profits over the three-year planning period and has determined that a reduction of 13% in profits is

the point at which the carrying amount of deferred tax assets exceeds the recoverable amount.

The deferred tax assets have reduced by £26 million in the year mainly due to utilisation of accrued

interest and use of brought forward losses against Group taxable profits in 2025.

Unrecognised deferred tax assets

The amounts for which no deferred tax asset has been recognised consist of:

		31 December 2025		31 December 2024
	Gross amount	Tax	Gross amount	Tax
	£m	£m	£m	£m
Pre-April 2017 UK tax losses	141	35	141	35
Post-April 2017 UK tax losses	6	2	5	1
Capital losses	343	86	347	87
Total unrecognised deferred tax assets 1	490	123	493	123

None of the unrecognised deferred tax assets have a set expiry date in tax law.

Movements in unrecognised deferred tax assets

Under UK tax law, UK brought forward non-capital tax losses that arose after 1 April 2017 (“Post-April

2017 UK tax losses”) may be offset against current year UK taxable profits arising in any company within

Group, subject to a restriction of 50% of profits each year. Consequently, as described above, the

recognition of deferred tax assets on Post-April 2017 UK tax losses is assessed by reference to the

Group’s Business Plan.

Except for any ringfenced pre-acquisition losses which can only be offset against profits of the same

company, the Group has full recognition of deferred tax assets in respect of Post-April 2017 UK tax

losses. This is supported by profits over the Business Plan period and the expectation that the Group

will continue to be profitable beyond the normal three-year planning cycle.

All other non-capital UK tax losses within the Group (“Pre-April 2017 UK tax losses”) can only be used

against taxable profits arising in the same company as the loss. It is therefore less likely that a deferred

tax asset will be recognised in the foreseeable future in respect of the currently unrecognised portion

of these tax losses.

Capital losses are in Quilter Life & Pensions Limited. There is currently insufficient evidence to forecast

future chargeable gains in that company on which to justify recognition of a deferred tax asset for any

of these losses.

Notes to the consolidated financial statements

For the year ended 31 December 2025

31: Tax assets and liabilities continued

160

Quilter plc Annual Report 2025

Notes to the consolidated financial statements

For the year ended 31 December 2025

31(b): Deferred tax liabilities

The movement on deferred tax liabilities is as follows:

	At	Charge/(credit)
	beginning	to profit	Acquisition of	At end of
	of the year	or loss	subsidiaries	the year
Year ended 31 December 2025	£m	£m	£m	£m
Other acquired intangibles	7	(4)	2	5
Investment gains	98	85	–	183
Netted against deferred tax assets	(9)	1	–	(8)
Deferred tax liabilities	96	82	2	180

	At	Charge/(credit)
	beginning	to profit	Acquisition of	At end of
	of the year	or loss	subsidiaries	the year
Year ended 31 December 2024	£m	£m	£m	£m
Other acquired intangibles	15	(9)	1	7
Other temporary differences	1	(1)	–	–
Investment gains	58	40	–	98
Netted against deferred tax assets	(10)	1	–	(9)
Deferred tax liabilities	64	31	1	96

Movements in deferred tax liabilities

Deferred tax liabilities in relation to investment gains have increased by £85 million (2024: £40 million

increase) due to market movements in the year, as disclosed in note 11.

31(c): Current tax receivables and payables

Current tax receivables and current tax payables at 31 December 2025 were £nil (2024: £45 million) and

£2 million (2024: £1 million), respectively. Current tax receivable has reduced primarily as a result of

HMRC tax refunds received in the year.

32: Borrowings and lease liabilities

The following table analyses the Group’s borrowings and lease liabilities:

		31 December	31 December
		2025	2024
	Notes	£m	£m
Subordinated debt: fixed rate loan at 8.625%	32(a)	199	198
Lease liabilities	32(b)	72	77
Total borrowings and lease liabilities		271	275

32(a): Borrowings

Borrowed funds are repayable on demand and categorised as “Financial liabilities at amortised cost”.

The carrying value of the Group’s borrowings is considered to be materially in line with the fair value.

All amounts outstanding at 31 December 2025 are payable to a number of relationship banks.

In January 2023, the Company issued £200,000,000 8.625% Fixed Rate Reset Subordinated Notes

(due April 2033). The Notes are listed and regulated under the terms of the LSE.

In addition, the Group has entered into a £125 million revolving credit facility which remains undrawn

and is being held for contingent funding purposes.

32(b): Lease liabilities

The Group has entered into commercial non-cancellable leases on certain property, plant and

equipment where it is not in the best interest of the Group to purchase these assets. Such leases have

varying terms, escalation clauses and renewal rights.

Termination options are included in a number of property leases across the Group. These are used to

maximise operational flexibility in terms of managing the assets used in the Group’s operations. In most

cases, the termination options are only exercisable by the Group and not by the lessor.

As at 31 December 2025, future undiscounted cash outflows of £nil (2024: £nil) have been included in

the lease liability which will occur beyond termination option dates on none (2024: none) of the Group’s

principal property leases. The lease term is reassessed if an option is exercised or can no longer be

exercised or if the Group becomes obliged to exercise it. The assessment of reasonable certainty is

only revised if a significant event or a significant change in circumstances occurs, which affects this

assessment, and that is within the control of the lessee.

31: Tax assets and liabilities continued

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161

Quilter plc Annual Report 2025

Financial statements

The maturity analysis of lease liabilities on undiscounted basis is disclosed in note 38(d).

	2025	2024
	£m	£m
Opening balance at 1 January	77	81
Additions	2	3
Interest charge for the year	2	3
Payment of the interest portion of lease liabilities	(2)	(2)
Payment of the principal portion of lease liabilities	(7)	(8)
Closing balance at 31 December	72	77
To be settled within 12 months	6	6
To be settled after 12 months	66	71
Total lease liabilities	72	77

33: Trade, other payables and other liabilities

	31 December	31 December
	2025	2024
	£m	£m
Amounts payable to policyholders	90	63
Outstanding settlements	305	223
Accruals	102	90
Trade creditors	42	34
Deferred consideration	3	–
Other liabilities	107	96
Total trade, other payables and other liabilities	649	506
To be settled within 12 months	647	505
To be settled after 12 months	2	1
Total trade, other payables and other liabilities	649	506

34: Post-employment benefits

The Group operates a number of defined contribution and defined benefit pension schemes in the UK,

the Channel Islands and Ireland.

Defined contribution pension schemes

The Group’s defined contribution schemes require contributions to be made to funds held in trust,

separate from the assets of the Group. Participants receive either a monthly pension supplement to

their salaries or contributions to personal pension plans. For the defined contribution schemes, the

Group pays contributions to separately administered pension schemes. The Group has no further

payment obligations once the contributions have been paid. The contributions are recognised as

staff costs and other employee-related costs when they are due.

Defined benefit schemes

The Group operates two defined benefit schemes: in the UK, the Quilter Cheviot Limited Retirement

Benefits Scheme and in the Channel Islands, the Quilter Cheviot Channel Islands Retirement Benefits

Scheme. Both schemes are closed to new members and their assets are held in separate trustee

administered funds. Pension costs and contributions relating to defined benefit schemes are assessed

in accordance with the advice of qualified actuaries. Actuarial advice confirms that the current level of

contributions payable to each pension scheme, together with existing assets, are adequate to secure

members’ benefits over the remaining service lives of participating employees. The Group’s policy is to

fund at least the amounts sufficient to meet minimum funding requirements under applicable employee

benefit and tax regulations. The schemes are reviewed at least on a triennial basis or in accordance with

local practice and regulations. In the intervening years, the actuary reviews the continuing

appropriateness of the assumptions applied.

The principal plan is the Quilter Cheviot Limited Retirement Benefits scheme and in 2019 the Trustees

of the plan purchased a bulk annuity from Aviva to de-risk the defined benefit pension scheme

obligation. This investment strategy was intended to equally match the assets and liabilities of the

scheme. This covers all remaining insured scheme benefits following previous bulk annuity transactions

in 2013, 2014 and 2015. The scheme has 150 members, 105 of whom are claiming benefits.

The Quilter Cheviot Channel Islands Retirement Benefits Scheme has 14 members, nine of whom are

claiming benefits, and is immaterial to the Group.

Employee benefits disclosures

This note provides the employee benefits disclosures for the above schemes.

Notes to the consolidated financial statements

For the year ended 31 December 2025

32: Borrowings and lease liabilities continued

32(b): Lease liabilities conti nue d

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Notes to the consolidated financial statements

For the year ended 31 December 2025

34(a): Liability for defined benefit obligations

The IFRS value of the assets and the scheme obligations are as follows:

	2025	2024
	£m	£m
Changes in retirement benefit obligations
Total retirement benefit obligation at 1 January	(23)	(26)
Interest cost on benefit obligation	(1)	(1)
Effect of changes in actuarial financial assumptions	2	2
Benefits paid	1	2
Total retirement benefit obligations at 31 December	(21)	(23)
Change in plan assets
Total fair value of scheme assets at 1 January	24	27
Interest income	1	1
Actual return on plan assets	(2)	(2)
Benefits paid	(1)	(2)
Total fair value of scheme assets at 31 December	22	24
Net asset recognised in the statement of financial position
Funded status of plan	1	1
Unrecognised assets	(1)	(1)
Net amount recognised in the statement of financial position as at 31 December	–	–

Contributions for the year to the defined benefit schemes totalled £nil (2024: £nil), and £nil was accrued

at 31 December 2025 (2024: £1 million). The Group expects to contribute £nil in the next financial year

(the year to 31 December 2026), based upon the current funded status and the expected return

assumption for the next financial year.

	2025	2024
	£m	£m
Changes in the asset ceiling
Opening unrecognised asset due to asset ceiling at 1 January	1	1
Closing unrecognised asset due to the asset ceiling at 31 December	1	1

34(b): Income and expenses recognised

The total pension charge to staff costs for all of the Group’s defined benefit schemes for 2025 was £nil

(2024: £nil).

Actuarial gains and losses and the effect of the limit to the pension asset have been reported in other

comprehensive income.

The cumulative amount of actuarial losses is £33 million (2024: £33 million).

Assumptions used in the defined benefit schemes

In order to calculate the liabilities, the trustees of the scheme need to make assumptions about various

factors that affect the cost of the benefits provided by the scheme, including discount rate, future level

of inflation, and life expectancy. The Group has agreed that the assumptions that the trustees have

used are appropriate. The assumptions are determined in consideration that the Group has secured

the benefits with an insurance company.

The liabilities of the Scheme are calculated projecting forward all of the future benefit cash flows and

discounting them back to the reporting date, using these assumptions.

The value placed on the scheme’s liabilities has been based on the buyout pricing due to the bulk

annuity purchase, with the assets set to match.

The weighted average duration of the defined benefit obligation is 12.0 years (2024: 12.0 years), based

upon actual cash flows.

The following table presents the principal actuarial assumptions of the UK scheme at the end of the

reporting year, the Quilter Cheviot Channel Islands Retirement Benefits Scheme is immaterial to the

Group and the assumptions are not included:

	31 December	31 December
	2025	2024
	%	%
Discount rate	5.6	5.5
Rate of increase in defined benefit funds	3.5	3.7
Price inflation rate (Retail Price Index inflation)	2.9	3.1

The mortality assumptions used give the following life expectancy at 65:

			Life expectancy at 65 for male		Life expectancy at 65 for female
			member currently		member currently
	Mortality table	Aged 65	Aged 40	Aged 65	Aged 40
31 December	SPA*A, CMI 2020 with Long-term
2025	improvement 1.5% pa	23.80	25.90	25.40	27.40
31 December	SPA*A, CMI 2020 with Long-term
2024	improvement 1.5% pa	23.80	25.80	25.30	27.40

Significant actuarial assumptions for the determination of the defined benefit obligation are discount

rate, inflation rate and rate of mortality.

34: Post-employment benefits continued

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Financial statements

The sensitivities regarding the principal assumptions used to measure the defined benefit obligations

are described below. Reasonably possible changes at the reporting date to one of the principal actuarial

assumptions, holding other assumptions constant, would have affected the defined benefit obligation

as follows:

		31 December 2025		31 December 2024
	Increase	Decrease	Increase	Decrease
	£m	£m	£m	£m
Discount rate (0.5% movement)	(1.1)	1.2	(1.2)	1.3
Inflation rate (0.1% movement)	0.1	(0.1)	0.1	(0.1)
Post-retirement rate of mortality (increase in life
expectancy of one year)	0.5	N/A	0.7	N/A

34(c): Scheme assets allocation

Scheme assets are stated at their fair values. Information on the composition of scheme assets is

provided below:

	31 December	31 December	31 December	31 December
	2025	2024	2025	2024
	%	%	£m	£m
Debt securities	9	8	2	2
Assets held by insurance company	91	92	20	22
Total fair value of scheme assets	100	100	22	24

Debt securities and the assets held by an insurance company, which comprise the value of the bulk

annuity policy, do not have a quoted market price. The bulk annuity policy, where assets are matched to

the value of liabilities, is included at values provided by the actuary in accordance with relevant

guidelines.

35: Master netting and similar agreements

The Group offsets financial assets and liabilities in the statement of financial position when it has a

legally enforceable right to do so and intends to settle on a net basis. Currently, the only such offsetting

within the Group relates to bank accounts, where in some circumstances a bank account that is

overdrawn is offset against a bank account that is not.

The following tables present information on the potential effect of offsetting arrangements after taking

into consideration these types of agreements.

		Amounts	Net amounts
		offset in the	reported in
		statement	the statement
		of financial	of financial
	Gross amounts	position	position
31 December 2025	£m	£m	£m
Financial assets
Cash and cash equivalents	2,222	(70)	2,152
Financial liabilities
Trade, other payables and other liabilities – amounts owed to banks	70	(70)	–

		Amounts	Net amounts
		offset in the	reported in
		statement	the statement
		of financial	of financial
	Gross amounts	position	position
31 December 2024	£m	£m	£m
Financial assets
Cash and cash equivalents	1,997	(48)	1,949
Financial liabilities
Trade, other payables and other liabilities – amounts owed to banks	48	(48)	–

Notes to the consolidated financial statements

For the year ended 31 December 2025

34: Post-employment benefits continued

34(b): Income and expenses recognised continued

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Notes to the consolidated financial statements

For the year ended 31 December 2025

36: Contingent liabilities

The Group, in the ordinary course of business, enters into transactions that expose it to tax, legal,

regulatory and business risks. The Group recognises a provision when it has a present obligation as

a result of past events, and it is probable that a transfer of economic benefits will be required to settle

the obligation and a reliable estimate of the amount can be made (see note 30). Possible obligations

and known liabilities are reported as contingent liabilities where no reliable estimate can be made,

or it is considered improbable that an outflow would result.

The Group routinely monitors and assesses contingent liabilities arising from matters such as business

reviews, litigation, warranties and indemnities relating to past acquisitions and disposals.

Tax

The Group is committed to conducting its tax affairs in accordance with the tax legislation of the

countries in which it operates and this includes compliance with legislation related to levies, sales taxes

and payroll deductions.

The tax authorities in the countries in which the Group operates routinely review historical transactions

undertaken and tax law interpretations made by the Group. All interpretations made by the Group are

made with reference to the specific facts and circumstances of the transaction and the relevant

legislation.

There are occasions where the Group’s interpretation of tax law may be challenged by the tax

authorities. The consolidated financial statements include provisions that reflect the Group’s

assessment of liabilities which might reasonably be expected to materialise as part of their review.

The Group is satisfied that adequate provisions have been made in respect of tax uncertainties.

Complaints, disputes and regulations

The Group is committed to treating customers fairly and remains focused on delivering good outcomes

for customers to support them in meeting their lifetime goals. During the normal course of business,

from time to time, the Group receives complaints and claims from customers including, but not limited

to, complaints to the Financial Ombudsman Service and legal proceedings, enters into commercial

disputes with service providers and other parties, and is subject to discussions and reviews with

regulators. The costs, including legal costs, of these issues as they arise can be significant and, where

appropriate, provisions have been established.

37: Commitments

37(a) Investments in associates

The Group accounts for certain investments as investments in associates. For a number of these

associates, the Group has entered into contracts with the other shareholders with the intention of

ultimately acquiring full ownership of these companies on or before 31 December 2027 subject to all

of the relevant contractual provisions being satisfied.

The amount to be paid for any further investment by the Group would be determined based on the

future financial performance of the relevant entities. As at 31 December 2025, the total amount of

payments that may ultimately be required is estimated to be in the range of £24 million to £31 million

(2024: best estimate of £17 million). In the Group’s consolidated statement of financial position, these

potential future payments have not been recognised as liabilities and the potential future shareholdings

have not been recognised as assets.

37(b) Contractual commitments

The Group has contractual commitments in respect of funding arrangements which will be payable in

future periods. These commitments are not recognised in the Group’s statement of financial position.

In 2024, £2 million was contracted for property refurbishment but not recognised as liabilities. No

capital expenditure is contracted at 31 December 2025.

38: Capital and financial risk management

38(a): Capital management

The Group manages its capital with a focus on capital efficiency and effective risk management. The

capital management objectives are to maintain the Group’s ability to continue as a going concern while

supporting the optimisation of return relative to risk. The Group ensures that it can meet its expected

capital and financing needs at all times having regard to the Group’s Business Plans, forecasts, strategic

initiatives and the regulatory requirements applicable to Group entities.

The Group’s overall capital risk appetite is set with reference to the requirements of the relevant

stakeholders and seeks to:

– maintain sufficient, but not excessive, financial strength to support stakeholder requirements;

– optimise debt to equity structure to enhance shareholder returns; and

– retain financial flexibility by maintaining liquidity including unutilised committed credit lines.

The primary sources of capital used by the Group are equity shareholders’ funds of £1,466 million

(2024: £1,423 million) and subordinated debt which was issued at £200 million in January 2023.

Alternative resources are utilised where appropriate. Risk appetite has been defined for the level of

capital, liquidity and debt within the Group. The risk appetite includes long-term targets, early warning

thresholds and risk appetite limits. The dividend policy sets out the target dividend level in relation

to profits.

The regulatory capital for the Group is assessed under UK Solvency II requirements.

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Financial statements

38(a)(i): Regulatory capital (unaudited)

The Group is subject to UK Solvency II group supervision by the Prudential Regulation Authority.

The Group is required to measure and monitor its capital resources under the UK Solvency II

regulatory regime.

The Group’s UK life insurance undertaking is included in the Group solvency calculation on a UK

Solvency II basis. Other regulated entities are included in the Group solvency calculation according

to the relevant sectoral rules. The Group’s UK Solvency II surplus is the amount by which the Group’s

capital on a UK Solvency II basis (own funds) exceeds the UK Solvency II capital requirement (solvency

capital requirement or “SCR”).

The Group’s UK Solvency II surplus is £876 million at 31 December 2025 (2024: £851 million),

representing an SCR coverage ratio of 204% (2024: 219%) calculated under the standard formula.

The UK Solvency II regulatory position at 31 December 2025 allows for the impact of the recommended

Final Dividend payment of £58 million (2024: £57 million).

The UK Solvency II position as at 31 December 2025 (unaudited estimate) and 31 December 2024 is

presented below:

	31 December	31 December
	2025 1	2024 2
	£m	£m
Own funds	1,719	1,566
Solvency capital requirement	843	715
UK Solvency II surplus	876	851
UK Solvency II coverage ratio	204%	219%

Filing of annual regulatory reporting forms due by 27 May 2026.

As reported in the Group Solvency and Financial Condition Report for the year ended 31 December 2024.

The Group’s own funds include the Quilter plc issued subordinated debt security which qualifies as

capital under UK Solvency II. The composition of own funds by tier is presented in the table below.

	31 December	31 December
	2025	2024
Group own funds	£m	£m
Tier 1 1	1,516	1,366
Tier 2 2	203	200
Total Group UK Solvency II own funds	1,719	1,566

All Tier 1 capital is unrestricted for tiering purposes.

Comprises a UK Solvency II compliant subordinated debt security in the form of a Tier 2 bond, which was issued at £200 million in

January 2023.

The Group’s UK life insurance undertaking is also subject to UK Solvency II at entity level. Other

regulated entities in the Group are subject to the locally applicable entity-level capital requirements in

the countries in which they operate. In addition, the Group’s asset management and advice businesses

are subject to group supervision by the FCA under the UK Investment Firms Prudential Regime (“IFPR”).

During 2025, the capital requirements for the Group and its regulated subsidiaries were reported and

monitored through regular Group Financial Risk Management Committee meetings. Throughout 2025,

the Group has complied with the regulatory requirements that apply at a consolidated level and Quilter’s

insurance undertakings and investment firms have complied with the regulatory capital requirements

that apply at entity level.

38(a)(ii): Loan covenants

Under the terms of the revolving credit facility agreement, the Group is required to comply with the

following financial covenant: the ratio of total net borrowings to consolidated equity shareholders’ funds

shall not exceed 0.5.

		31 December	31 December
		2025	2024
	Note	£m	£m
Total external borrowings of the Company	32	199	198
Less: cash and cash equivalents of the Company		(118)	(135)
Total net external borrowings of the Company		81	63
Total shareholders’ equity of the Group		1,466	1,423
Tier 2 bond	32	199	198
Total Group equity (including Tier 2 bond)		1,665	1,621
Ratio of Company net external borrowings to Group equity		0.049	0.039

The Group has complied with the covenant since the facility was originally created in 2018.

38(a)(iii): Own Risk and Solvency Assessment (“ORSA”) and Internal Capital Adequacy and Risk

Assessment (“ICARA”)

The Group ORSA process is an ongoing cycle of risk and capital management processes which provides

an overall assessment of the current and future risk profile of the Group and demonstrates the

relationship between business strategy, risk appetite, risk profile and solvency needs. These

assessments support strategic planning and risk-based decision making.

The underlying ORSA processes cover the Group and consider how risks and solvency needs may evolve

over the planning period. The ORSA includes stress and scenario tests, which are performed to assess

the financial and operational resilience of the Group.

The Group ORSA report is produced annually. This summarises the analysis, insights and conclusions

from the underlying risk and capital management processes in respect of the Group. The ORSA report

is submitted to the PRA as part of the normal supervisory process and may be supplemented by ad hoc

assessments where there is a material change in the risk profile of the Group outside the usual

reporting cycle.

In addition to the Group ORSA process, an entity-level ORSA process is performed for Quilter Life &

Pensions Limited, with its results included in the Group ORSA report.

Notes to the consolidated financial statements

For the year ended 31 December 2025

38: Capital and financial risk management continued

38(a): Capital management continued

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Quilter plc Annual Report 2025

Notes to the consolidated financial statements

For the year ended 31 December 2025

The Group ICARA process is an ongoing cycle of risk and capital management processes, similar to the

ORSA process. The Group ICARA process is performed for the prudential consolidation of Quilter’s

investment and advice firms under IFPR requirements. The ICARA process is also performed at an entity

level for Quilter’s UK investment firms, which are Quilter Investment Platform Limited, Quilter Investors

Limited, Quilter Cheviot Limited and Quilter Invest Limited.

The Group ICARA report is produced annually. This summarises the analysis, insights and conclusions

from the underlying risk and capital management processes in respect of Quilter’s IFPR prudential

consolidation group.

The conclusions of the ORSA and ICARA processes are reviewed by management and the Board

throughout the year.

38(b): Credit risk

Overall exposure to credit risk

Credit risk is the risk of adverse movements in credit spreads (relative to the reference yield curve),

credit ratings or default rates leading to a deterioration in the level or volatility of assets or liabilities

resulting in loss of earnings or reduced solvency. This includes counterparty default risk, counterparty

concentration risk and spread risk.

The Group has established a Credit Risk Framework that includes a Credit Risk Policy and Credit Risk

Appetite Statement. This framework applies to all activities where the Group is exposed to credit risk,

either directly or indirectly, ensuring appropriate identification, measurement, management, monitoring

and reporting of the Group’s credit risk exposures.

The credit risk arising from all exposures is mitigated by ensuring that the Group only enters into

relationships with appropriately robust counterparties, adhering to the Group Credit Risk Policy.

For each asset, consideration is given as to:

– the credit rating of the counterparty, which is used to derive the probability of default;

– the loss given default;

– the potential recovery which may be made in the event of default;

– the extent of any collateral that the Group has in respect of the exposures; and

– any second order risks that may arise where the Group has collateral against the credit risk exposure.

The credit risk exposures of the Group are monitored regularly to ensure that counterparties remain

creditworthy, that there is appropriate diversification of counterparties and that exposures are within

approved limits. At the end of 2025, the Group’s material credit exposures were to financial institutions

(primarily through the investment of shareholder funds), corporate entities (including external fund

managers) and individuals (primarily through fund management trade settlement activities).

There is no direct exposure to non-UK sovereign debt within the shareholder investments. The Group

has no significant concentrations of credit risk exposure.

Other credit risks

The Group is exposed to financial adviser counterparty risk through a number of loans that it makes to

its financial advisers and the payment of upfront commission on the sale of certain types of business.

The risk of default by financial advisers is managed through monthly monitoring of loan and commission

debt balances.

The Group is also exposed to the risk of default by fund management groups in respect of settlements.

This risk is managed through the due diligence process which is completed before entering into any

relationship with a fund group. Amounts due to and from fund groups are monitored for prompt

settlement and appropriate action is taken where settlement is not timely.

Legal contracts are maintained where the Group enters into credit transactions with a counterparty.

Impact of credit risk on fair value

Due to the limited exposure that the Group has to credit risk, credit risk does not have a material impact

on the fair value movement of financial instruments for the year under review. The fair value movements

on these instruments are mainly due to changes in market conditions.

Maximum exposure to credit risk

The Group’s maximum exposure to credit risk does not differ from the carrying value disclosed in the

relevant notes to the consolidated financial statements.

Loans and advances subject to 12-month expected credit losses are £44 million (2024: £56 million)

and other receivables subject to lifetime expected credit losses are £251 million (2024: £268 million).

Those balances represent the pool of counterparties that do not require a rating. These counterparties

individually generate no material credit exposure and this pool is highly diversified, monitored and

subject to limits.

Exposure arising from financial instruments not recognised on the statement of financial position is

measured as the maximum amount that the Group would have to pay, which may be significantly

greater than the amount that would be recognised as a liability. The Group does not have any significant

exposure arising from items not recognised on the statement of financial position.

38: Capital and financial risk management continued

38(a): Capital management continued

38(a)(iii): Own Risk and Solvency Assessment (“ORSA”) and Internal Capital Adequacy

and Risk Assessment (“ICARA”) continued

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Financial statements

The table below represents the Group’s exposure to credit risk from cash and cash equivalents.

							Credit rating relating to cash and cash equivalents
							£m
							Carrying
31 December 2025	AAA	AA	A	B	<BBB	Not rated 1	value
Cash at amortised cost, subject to 12-month ECL	–	62	261	–	–	404	727
Money market funds at FVTPL	1,425	–	–	–	–	–	1,425
Total cash and cash
equivalents	1,425	62	261	–	–	404	2,152

							Credit rating relating to cash and cash equivalents
							£m
							Carrying
31 December 2024	AAA	AA	A	B	<BBB	Not rated 1	value
Cash at amortised cost, subject to 12-month ECL	–	73	296	–	–	365	734
Money market funds at FVTPL	1,215	–	–	–	–	–	1,215
Total cash and cash
equivalents	1,215	73	296	–	–	365	1,949

Cash included in the consolidation of funds is categorised as not rated (see note 26(a)).

Impairment allowance

Assets that are measured and classified at amortised cost are monitored for any expected credit losses

on either a 12-month or lifetime ECL model. The majority of such assets within the Group are measured

on the lifetime ECL model, with the exception of some specific loans that are on the 12-month ECL model.

Impairment allowance	£m
Balance at 1 January 2024	(5.8)
Change due to change in counterparty balance	(0.8)
Change due to change in counterparty credit rating	(0.1)
Additional impairment in the year	(2.4)
Write-offs	0.2
31 December 2024	(8.9)
Change due to change in counterparty balance	(1.0)
Change due to change in counterparty credit rating	0.1
Additional impairment in the year	(2.9)
Write-offs	0.6
31 December 2025	(12.1)

38(c): Market risk

Market risk is the risk of an adverse change in the level or volatility of market prices of assets or liabilities

resulting in loss of earnings or reduced solvency. Market risk arises from changes in equity, bond and

property prices, interest rates and foreign exchange rates. Market risks are linked to wider economic

and geopolitical conditions and may be driven by the crystallisation of climate-related financial risks.

Market risk arises differently across the Group’s businesses depending on the types of financial assets

and liabilities held.

The Group has a market risk policy which sets out the Group’s requirements for the management of

market risk.

The Group does not undertake any principal trading for its own account. The Group’s revenue is

however affected by the value of assets under management and administration and consequently the

Group has exposure to equity market levels and economic conditions. Scenario testing is undertaken to

test the resilience of the business to severe but plausible events, including assessment of the potential

implications of climate-related risks and opportunities, and to assist in the identification of management

actions.

38(c)(i): Equity risk

In accordance with the market risk policy, the Group does not generally invest shareholder assets in

equity, or related collective investments, except where the exposure arises due to:

– mismatches between unitised fund assets and liabilities. These mismatches are permitted, subject

to maximum limits, to avoid excessive dealing costs; and

– seed capital investments. Seed capital is invested within new unitised or other funds within the Group

at the time when these funds are launched. The seed capital is then withdrawn from the funds as

policyholders and customers invest in the funds.

The above exposures are not material to the Group.

The Group derives fees (e.g. annual management charges) and incurs costs (e.g. in respect of

outsourced service providers) which are linked to the performance of the underlying assets. Therefore,

future earnings will be affected by equity market performance.

Equity sensitivity testing

A movement in equity would impact the fee income that is based on the market value of the investments

held by or on behalf of customers. The sensitivity is applied as an instantaneous shock to equity at the

start of the year. The sensitivity analysis is not limited to the unit-linked business and therefore reflects

the sensitivity of the Group as a whole.

	31 December	31 December
	2025	2024
Impact on profit after tax and net assets	£m	£m
Impact of 10% increase in equity	29	26
Impact of 10% decrease in equity	(29)	(26)

Notes to the consolidated financial statements

For the year ended 31 December 2025

38: Capital and financial risk management continued

38(b): Credit risk continued

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Quilter plc Annual Report 2025

38(c)(ii): Interest rate risk

Interest rate risk arises primarily from bank balances held with financial institutions.

A rise in interest rates would also cause an immediate fall in the value of investments in fixed income

securities within customers’ investment funds, resulting in a fall in fund-based revenues.

Conversely, a reduction in interest rates would cause a rise in the value of investments in fixed income

securities within customers’ investment funds. It would also reduce the interest rate earned on cash

deposits and money market funds.

Exposure of the financial statements to interest rates are summarised below.

Interest rate sensitivity testing

The impact of an increase and decrease in market interest rates of 1% is tested (e.g. if the current

interest rate is 4%, the test allows for the effects of an instantaneous change to 3% and 5% from the

start of the year). The test allows consistently for similar changes in investment returns and movements

in the market value of any fixed interest assets backing the liabilities. The sensitivity of profit to changes

in interest rates is provided.

	31 December	31 December
	2025	2025
Impact on profit or loss after tax and net assets	£m	£m
Impact of 1% increase in interest rates	9	9
Impact of 1% decrease in interest rates	(9)	(9)

38(c)(iii): Foreign currency risk

Foreign currency risk is the risk that the fair value of future cash flows of a financial instrument will

fluctuate because of changes in foreign exchange rates. The Group’s functional currency is pounds

sterling, which accounts for the majority of the Group’s transactions. The Group has minor exposure

to Euros, through the Group’s Irish subsidiary and to the South African Rand, due to the listing on the

Johannesburg Stock Exchange and the payment of a proportion of shareholder dividends in Rand.

During 2025, the Group had limited exposure to foreign currency risk in respect of other currencies

due to its non-UK operations and foreign currency transactions.

38(d): Liquidity risk

Liquidity risk is the risk that there are insufficient assets or that assets cannot be realised in order to

settle financial obligations as they fall due or that market conditions preclude the ability of the Group

to trade in illiquid assets in order to maintain its asset and liability matching (“ALM”) profile. The Group

manages liquidity on a daily basis through:

– maintaining adequate high-quality liquid assets and banking facilities, the level of which is informed

through appropriate liquidity stress testing;

– continuously monitoring forecast and actual cash flows; and

– monitoring a number of key risk indicators to help in the identification of a liquidity stress.

Individual businesses maintain and manage their local liquidity requirements according to their business

needs within the overall Group Liquidity Risk Framework that includes a Group Liquidity Risk Policy

and Group Liquidity Risk Appetite Statement. The Group framework is applied consistently across all

businesses in the Group to identify, manage, measure, monitor and report on all liquidity risks that have

a material impact on liquidity levels. This framework considers both short-term liquidity and cash

management considerations and longer-term funding risk considerations.

Liquidity is monitored centrally by Group Treasury, with management actions taken at a business level

to ensure each business has sufficient liquidity to cover its minimum liquidity requirement, with an

appropriate buffer set in line with the Group Liquidity Risk Appetite Statement.

During 2025, Quilter plc and its subsidiaries have operated above their individual liquidity targets and

there were no material liquidity stresses identified during the year. Daily liquidity monitoring continues

across the Group to enable timely identification of any emerging issues.

The Group maintains contingency funding arrangements to provide liquidity support to businesses in

the event of liquidity stresses. Contingency Funding Plans are in place for each individual business under

a Group Consolidated Contingent Funding Plan in order to set out the approach and management

actions that would be taken should liquidity levels fall below the thresholds that have been set to reflect

the liquidity risk appetite of each business. The plans undergo a periodic review and testing cycle to

ensure they are fit for purpose and can be relied upon during a liquidity stress.

Information on the nature of the investments and securities held is given in note 19.

The Group has a £125 million five-year revolving credit facility with a five-bank club that provides a form

of contingency liquidity for the Group. No drawdown on this facility has been made since its original

inception in February 2018. The Group entered into a five-year arrangement in January 2024 with the

option to extend the facility for a further two-year period, to January 2031, and has continued to meet

all the covenants attached to its financing arrangements. The second one-year extension has been

exercised in January 2026 and approved by the bank club. This takes the current expiration date of

the arrangement to January 2031. No drawdown on this facility has been made since its inception.

The financing arrangements are considered sufficient to maintain the target liquidity levels of the Group

and offer coverage for appropriate stress scenarios identified within the liquidity stress testing

undertaken across the Group.

Further details, together with information on the Group’s borrowed funds, are given in note 32.

The following table shows the Group’s maturity of financial liabilities based on gross, undiscounted

contractual cash flows, including interest payments, allocated to the earliest period in which the Group

could be required to pay.

Notes to the consolidated financial statements

For the year ended 31 December 2025

38: Capital and financial risk management continued

38(c): Market risk continue d

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Financial statements

I nvestment contract policyholders have the option to terminate or transfer their contracts at any time

and to receive the surrender or transfer value of their policies and therefore investment contract

liabilities are treated as having a maturity of less than one year. Similarly, investors in funds have the

option to end their investment in the funds at any time and therefore third-party interests in consolidated

funds are treated as having a maturity of less than one year. Although these liabilities are payable on

demand, the Group does not expect that all liabilities will be settled within a short time period. Therefore,

the table below reflects the contractual position and not the expected rates of future withdrawals.

	<1 year	1–5 years	>5 years	Total
31 December 2025	£m	£m	£m	£m
Investment contract liabilities 1	64,493	–	–	64,493
Third-party interests in consolidated funds	9,393	–	–	9,393
Borrowings and lease liabilities 2	209	39	37	285
Trade, other payables and other liabilities 3	542	2	–	544
Derivative liabilities	24	–	–	24
Total financial liabilities on an undiscounted basis	74,661	41	37	74,739

	<1 year	1–5 years	>5 years	Total
31 December 2024	£m	£m	£m	£m
Investment contract liabilities 1	51,758	–	–	51,758
Third-party interests in consolidated funds	8,225	–	–	8,225
Borrowings and lease liabilities 2	208	38	45	291
Trade, other payables and other liabilities 3	399	1	–	400
Derivative liabilities	53	–	–	53
Total financial liabilities on an undiscounted basis	60,643	39	45	60,727

The linked assets are held to cover the liabilities for linked investment contracts.

The amounts represent gross, undiscounted contractual cash flows.

Values presented exclude non-financial liabilities.

38(e): Life underwriting risk

38(e)(i): Overview

Life underwriting risk covers risks arising under products provided by Quilter’s life insurance firm,

Quilter Life & Pensions Limited. These products do not meet the IFRS definition of insurance contracts.

Life underwriting risk covers the risk of adverse experience of withdrawal, overrun in expenses or higher

than expected mortality experience.

The sensitivity of the Group’s earnings and capital position to life underwriting risks is monitored

through the Group’s capital management processes.

The Group manages its life underwriting risks through the following mechanisms:

– Management of expense levels relative to approved budgets.

– Analysis and monitoring of experience relative to the assumptions used to determine

technical provisions.

Persistency

Persistency risk is the risk that the level of surrenders or withdrawals on products offered by Quilter Life

& Pensions Limited occurs at levels that are different to the levels assumed in the determination of

technical provisions. Persistency statistics are monitored monthly and a detailed persistency analysis

at a product group level is carried out on an annual basis. Management actions may be triggered if

persistency statistics indicate significant adverse movement or emerging trends in experience.

Expenses

Expense risk is the risk that actual expenses and expense inflation differ from the levels assumed in

the determination of technical provisions. Expense levels are monitored on a quarterly basis against

budgets and forecasts. Expense drivers are used to allocate expenses to entities and products.

Some product structures include maintenance charges. These charges are reviewed annually in light

of changes in maintenance expense levels and the market rate of inflation. This review may result

in changes in charge levels.

Mortality

Mortality risk is not material as the Group does not provide material mortality insurance on its products.

38(e)(ii): Sensitivity analysis

Sensitivity analysis has been performed by applying the following parameters to the financial

statements for 2024 and 2025. Interest rate and equity and property price sensitivities are included

within the Group market sensitivities above.

Expenses

The increase in expenses is assumed to apply to the costs associated with the maintenance and

acquisition of contracts within the unit-linked business. It is assumed that these expenses are increased

by 10% from the start of the year, so is applied as an expense shock rather than a gradual increase.

The only administrative expenses that are deferrable are sales bonuses but as new business volumes

are unchanged in this sensitivity, sales bonuses and the associated deferrals have not been increased.

An increase in expenses of 10% would have decreased profit by £6 million after tax (2024: £5 million).

Notes to the consolidated financial statements

For the year ended 31 December 2025

38: Capital and financial risk management continued

38(d): Liquidity risk continued

170

Quilter plc Annual Report 2025

38(f): Operational risk

Operational risk refers to the potential for loss resulting from inadequate or failed internal processes,

systems, or external events. Such losses may adversely impact profitability. This category encompasses

risks arising from operational processes and activities including the provision of services to customers

and financial advisers.

Key sources of operational risk include, but are not limited to:

– Technology and information security: Failures in IT infrastructure, cybersecurity, and system

development or maintenance.

– Distribution and advice: Risks associated with the provision and oversight of financial advice and

ongoing customer servicing.

– Investment management: Errors in investment management, fund pricing, dealing, execution and

settlement activities.

– Human resources: Risks arising from people management and HR-related processes.

– Product lifecycle management: Issues in product development, launch, and ongoing management.

– Legal and contractual risks: Exposure due to inadequate legal agreements with third parties.

– Change management: Poorly executed responses to regulatory or strategic change initiatives.

– Third-party management: Risks associated with outsourced service providers and suppliers.

– Financial crime and business continuity: Threats from fraud, cybercrime, and operational disruptions.

In line with Group policies, management holds primary responsibility for identifying, assessing,

managing, and monitoring operational risks. This includes escalating and reporting issues to Executive

Management.

Executive Management is accountable for implementing the Group Operational Risk Framework and

for developing and executing action plans to maintain risk levels within acceptable tolerances and to

address identified issues.

39: Fiduciary activities

The Group provides custody, trustee, corporate administration and investment management and

advisory services to external parties that involve the Group making allocation, purchase and sales

decisions in relation to a wide range of financial instruments. Those assets that are held in a fiduciary

capacity are not included in these financial statements. Some of these arrangements involve the Group

accepting targets for benchmark levels of returns for the assets under the Group’s management and

administration. These services give rise to the risk that the Group may be accused of misadministration

or underperformance.

Certain Quilter investment firms hold client money and other assets on behalf of customers and related

activities are subject to the rules set out in the FCA’s Client Assets Sourcebook (“CASS”). The Group is

not beneficially entitled to those assets and therefore neither the assets nor the related amounts due

to customers are recognised in the Group’s statement of financial position.

40: Related party transactions

In the normal course of business, the Group enters into transactions with related parties. Loans to

related parties are conducted on an arm’s length basis and are not material to the Group’s results.

There were no transactions with related parties during the current year or the prior year which had

a material effect on the results or financial position of the Group.

40(a): Transactions with key management personnel

Key management personnel are those persons having authority and responsibility for planning,

directing and controlling the activities of the Group, directly or indirectly, including any Director (whether

executive or otherwise) of Quilter plc. Details of the compensation paid to the Board of Directors as well

as their shareholdings in the Company are disclosed in the Directors’ Remuneration Report.

40(a)(i): Key management personnel compensation

	31 December	31 December
	2025	2024
	£’000	£’000
Salaries and other short-term employee benefits	8,124	7,292
Post-employment benefits	82	98
Share-based payments	4,160	4,393
Termination benefits	240	365
Total compensation of key management personnel	12,606	12,148

40(a)(ii): Key management personnel transactions

Key management personnel and members of their close family have undertaken transactions with the

Group in the normal course of business.

The Group’s products are available to all employees of the Group on preferential staff terms, the impact

of which is immaterial to the Group’s financial statements. During 2025, key management personnel and

their close family members contributed £2 million (2024: £1 million) to Group pensions and investments

(in both internal and external funds). The total value of investments in Group pensions and investment

products by key management personnel serving at any point during the year and their close family

members was £12 million at the end of the year (2024: £13 million).

As disclosed in the Directors’ Report, the Company maintains Directors’ and Officers’ Liability Insurance

and third-party indemnity provisions are in place for the benefit of the Company’s Directors.

40(b): Associates

During 2024 and 2025, IT services were provided to the Group by 360 Dot Net Limited, an associate of

the Group. Three further associates, Digby Associates Limited, Beals Mortgage and Financial Services

Limited, and its subsidiary, Clinton Kennard Associates Ltd, are Appointed Representatives of Authorised

Firms within the Group. Transactions between the Group and its associates took place in the normal

course of business and had no material impact on the Group’s financial statements.

40(c): Other related parties

Details of the Group’s staff pension schemes are provided in note 34. Transactions between the Group

and the Group’s staff pension schemes are made in the normal course of business.

Notes to the consolidated financial statements

For the year ended 31 December 2025

38: Capital and financial risk management continued

Strategic Report Governance Report Other information

171

Quilter plc Annual Report 2025

Financial statements

41: Parent Company guarantee audit exemption

The below subsidiary undertakings will apply the parent guarantee audit exemption under section 479A

of the Companies Act 2006 for the purposes of their reporting for the year ended 31 December 2025.

Quilter plc issued the relevant guarantee in relation to the liabilities of these subsidiaries in February

2026.

	Company
Company name	number
Lighthouse Financial Advice Limited	04795080
Quilter Cheviot Holdings Limited	08257448
Quilter Financial Advisers Limited	05693185
Quilter Financial Planning Solutions Limited	03276760
Quilter Holdings Limited	01606702
Quilter Mortgage Planning Limited	05495327
Quilter Perimeter (GGP) Limited	02019022
Quilter Perimeter Holdings Limited	03087634
Quilter Perimeter Limited	03456361
Quilter UK Holding Limited	01752066
Quilter Wealth Limited	04500273

42: Events after the reporting date

Final Dividend

Note 13 provides information on the Group’s Final Dividend in respect of 2025.

Acquisition of ILTB Limited

On 14 January 2026, the Group acquired 100% of the share capital of ILTB Limited for a total

consideration of €16 million (equivalent of £14 million). €8 million (equivalent of £7 million) was paid

on acquisition, and an estimated further €8 million (equivalent of £7 million) is deferred consideration

payable in stages up to the third anniversary date post completion dependent on business

performance. The consideration includes payment for control of the net assets of ILTB Limited

of €2 million (equivalent of £2 million). Further disclosures have not been provided as the finalised

transaction figures are not yet available. The Group expects to recognise goodwill and intangible assets

from the acquisition date once the acquisition accounting is completed. ILTB Limited is an Irish

investment advisory firm trading as GillenMarkets that provides advice for personal, pension and

corporate customers.

Capital Return

On 4 March 2026, the Board approved a capital return of up to £100 million to the shareholders of

Quilter plc in the form of a Share Buyback Programme (the “Programme”). The Programme has received

regulatory approval from the Group’s lead supervisor, the Prudential Regulatory Authority, and this

approval is effective from 4 March 2026. The Programme has also received approval from the South

African Reserve Bank. The Programme will be conducted concurrently on the London and Johannesburg

Stock Exchanges. The Programme is dependent on periodic Board review and the renewal of share

purchase authorities at the 2026 Annual General Meeting. The Board review will ensure that the

Programme remains the most effective and timely method of returning capital to shareholders and is

expected to complete by the end of 2026. The Programme will reduce the Group’s IFRS net assets and

UK Solvency II surplus on a regulatory basis by £100 million. Further information on the Group’s capital

position on a regulatory basis is presented in note 38(a). The Financial review section of the Strategic

Report includes the Group’s pro forma solvency position which allows for the reduction in capital that

will result from the Programme.

Notes to the consolidated financial statements

For the year ended 31 December 2025

172

Quilter plc Annual Report 2025

Appendix A: Related undertakings

The Companies Act 2006 requires disclosure of certain information about the Group’s related

undertakings which is set out in this note. Related undertakings comprise subsidiaries, joint ventures,

associates and other significant holdings. Significant holdings are where the Group either has a

shareholding greater than or equal to 20% of the nominal value of any share class, or a book value greater

than 20% of the company’s assets (or of the group’s net assets if the company prepares group accounts).

The definition of a subsidiary undertaking in accordance with the Companies Act 2006 is different from

the definition under IFRS. As a result, the related undertakings included within the list below may not be

the same as the undertakings consolidated in the Group IFRS financial statements. Refer to accounting

policies note 5(a) Group Accounting for further detail on the principles of consolidation.

The Group’s related undertakings along with the country of incorporation, the registered address,

theclasses of shares held and the effective percentage of equity owned at 31 December 2025 are

disclosedbelow.

Quilter plc is the ultimate parent of the Group.

Company name Share class % Held

United Kingdom

Senator House, 85 Queen Victoria Street, London, EC4V 4AB

Cheviot Capital (Nominees) Limited Ordinary 100

Lighthouse Advisory Services Limited Ordinary 100

Lighthouse Financial Advice Limited Ordinary 100

MediFintech Ltd Ordinary 100

Quilpep Nominees Limited Ordinary 100

Quilter Business Services Limited* Ordinary 100

Quilter Cheviot Holdings Limited Ordinary 100

Quilter Cheviot Limited Ordinary 100

Quilter CoSec Services Limited* Ordinary 100

Quilter Financial Advisers Limited Ordinary 100

Quilter Financial Limited Ordinary 100

Quilter Financial Planning Limited Ordinary 100

Quilter Financial Planning Solutions Limited Ordinary 100

Quilter Financial Services Limited Ordinary 100

Quilter Holdings Limited* Ordinary 100

Quilter Investment Platform Limited Ordinary 100

Quilter Invest Limited (formerly NuWealth Ltd) Ordinary 100

Quilter Investment Platform Nominees Limited Ordinary 100

Company name Share class % Held

Quilter Investors Limited* Ordinary 100

Quilter Life & Pensions Limited Ordinary 100

Quilter Mortgage Planning Limited Ordinary 100

Quilter Nominees Limited Ordinary 100

Quilter Pension Trustees Limited Ordinary 100

Quilter Perimeter (GGP) Limited Ordinary 100

Quilter Perimeter Holdings Limited* Ordinary 100

Quilter Perimeter Limited Ordinary 100

Quilter Private Client Advisers Limited Ordinary 100

Quilter UK Holding Limited Ordinary 100

Quilter Wealth Limited Ordinary 100

1 More London Place, London, SE1 2AF

Blueprint Distribution Limited (dissolved – 4 February 2026) Ordinary 100

Blueprint Financial Services Limited (dissolved – 4 February 2026) Ordinary 100

Blueprint Organisation Limited (dissolved – 5 February 2026) Ordinary 100

Caerus Capital Group Limited (in liquidation – 7 March 2024) Ordinary 100

Caerus Holdings Limited (in liquidation – 7 March 2024) Ordinary 100

Charles Derby Group Limited (in liquidation – 02 Dec 2025) Ordinary 100

Charles Derby Wealth Management Limited (in liquidation – 2 Dec 2025) Ordinary 100

Falcon Financial Advice Limited (dissolved – 4 February 2026) Ordinary 100

IFA Services Holdings Company Limited (in liquidation – 13 October 2023)* Ordinary A 95

Ordinary B 100

Lighthouse Corporate Services Limited (in liquidation – 2 Dec 2025) Ordinary 100

Lighthouse Group Limited (in liquidation – 2 Dec 2025) Ordinary 100

LighthouseWealth Limited (in liquidation – 2 Dec 2025) Ordinary 100

Violet No.2 Limited (dissolved – 4 February 2026) Ordinary 100

Atria One, 144 Morrison Street, Edinburgh, EH3 8EX

Financial Services Advice & Support Limited (dissolved – 4 February 2026) Ordinary 100

* Direct subsidiary undertakings of Quilter plc.

Appendix

For the year ended 31 December 2025

Strategic Report Governance Report Other information

173

Quilter plc Annual Report 2025

Financial statements

Company name Share class % Held

Ireland

Hambleden House, 19-26 Lower Pembroke Street, Dublin 2, D02 WV96

Pembroke Quilter (Ireland) Nominees Limited Ordinary 100

Quilter Cheviot Europe Limited Ordinary 100

Isle of Man

33-37 Athol Street, Douglas, IM1 1LB

Quilter Perimeter (IOM) Limited Ordinary 100

Third Floor, St George’s Court, Upper Church Street, Douglas, IM1 1EE

Quilter Insurance Company Limited Ordinary 100

Guernsey

1 Royal Plaza, Royal Avenue, St Peter Port, GY1 2HL

Quilter Cheviot PCC Limited Ordinary 100

Jersey

3rd Floor, Windward House, La Route de la Liberation, St Helier, JE1 1QJ

C.I.P.M. Nominees Limited Ordinary 100

QGCI Nominees Limited Ordinary 100

Quilter Cheviot International Limited Ordinary 100

Germany

Wiesenhüttenstraße 11, 60329 Frankfurt am Main

Old Mutual Europe GmbH (in liquidation – 1 September 2022) Ordinary 100

Skandia Retail Europe Holding GmbH (in liquidation – 1 September 2022) Ordinary 100

United Kingdom – associates

12-14 Upper Marlborough Road, St Albans, Hertfordshire, AL1 3UR

360 Dot Net Limited Ordinary A 29.21

Unit 1 Fulcrum, 2 Solent Business Park, Whiteley, Fareham, Hampshire, PO15 7FN

Beals Mortgage and Financial Services Limited Ordinary 35.0

Clinton Kennard Associates Ltd Ordinary 35.0

57 Queen Square, Bristol, England, BS1 4LF

Digby Associates Limited Ordinary 30

The Quilter Foundation (registered charity no. 1175555) is an independent charity. The Quilter

Foundation’s sole member, Quilter Holdings Limited appoints the trustees of the charity.

In addition, the following funds are consolidated and constitute related undertakings, as described in

note 5(a). The funds are consolidated as part of the Group’s financial statements based on the Group’s

holding and in accordance with the requirements of IFRS that may not be regarded as part of the Group

for other purposes.

Some of the funds in the table below are subfunds of umbrella funds. The following umbrella funds

areoperated or represented by Quilter entities: Quilter Investors Charity Authorised Investment Funds,

Quilter Investors Cirilium OEIC, Quilter Investors ICAV, Quilter Investors Multi-Asset OEIC, Quilter

Investors OEIC, Quilter Investors Series I and Quilter Investors Trust.

Share Class

A Accumulation

B Income

Fund name Share class % Held

United Kingdom

Senator House, 85 Queen Victoria Street, London, EC4V 4AB

Quilter Investors Absolute Return Bond Fund A 66

Quilter Investors Absolute Return Equity Fund A 67

Quilter Investors Asia Pacific (ex Japan) Equity Fund A 68

Quilter Investors Asia Pacific (ex Japan) Large-Cap Equity Fund A&B 65

Quilter Investors Asia Pacific Fund A 69

Quilter Investors Bond 3 Fund B 91

Quilter Investors China Equity Fund A 51

Quilter Investors Cirilium Adventurous Blend Portfolio A 34

Quilter Investors Cirilium Adventurous Passive Portfolio A 51

Quilter Investors Cirilium Adventurous Portfolio A 41

Quilter Investors Cirilium Balanced Passive Portfolio A 44

Quilter Investors Cirilium Balanced Portfolio A 33

Quilter Investors Cirilium Conservative Blend Portfolio A 39

Quilter Investors Cirilium Conservative Passive Portfolio A 43

Quilter Investors Cirilium Conservative Portfolio A 37

Quilter Investors Cirilium Dynamic Passive Portfolio A 46

Quilter Investors Cirilium Moderate Passive Portfolio A 44

Quilter Investors Corporate Bond Fund A 74

Quilter Investors Creation Balanced Portfolio A 33

Quilter Investors Creation Conservative Portfolio A 29

Quilter Investors Creation Dynamic Portfolio A 31

Quilter Investors Creation Moderate Portfolio A 30

Quilter Investors Diversified Bond Fund A 64

Quilter Investors Dynamic Bond Fund A&B 65

Quilter Investors Emerging Markets Equity Fund A 69

Quilter Investors Emerging Markets Equity Growth Fund A&B 66

Quilter Investors Emerging Markets Equity Income Fund A 69

Quilter Investors Europe (ex UK) Equity Fund A 64

Quilter Investors Europe (ex UK) Equity Growth Fund A 67

Quilter Investors Europe (ex UK) Equity Income Fund A&B 69

Quilter Investors Global Equity Absolute Return Fund A 66

Quilter Investors Global Equity Value Fund A&B 74

Quilter Investors Investment Grade Corporate Bond Fund A&B 58

Quilter Investors Japanese Equity Fund A 66

Appendix

For the year ended 31 December 2025

Appendix A: Related undertakings continued

174

Quilter plc Annual Report 2025

Fund name Share class % Held

Quilter Investors Monthly Income & Growth Portfolio A&B 43

Quilter Investors Monthly Income Portfolio A&B 42

Quilter Investors Natural Resources Equity Fund A 64

Quilter Investors North American Equity Fund A 68

Quilter Investors Precious Metals Equity Fund A&B 64

Quilter Investors Sterling Corporate Bond Fund A&B 69

Quilter Investors Sterling Diversified Bond Fund A&B 63

Quilter Investors Timber Equity A 67

Quilter Investors UK Equity Fund A 67

Quilter Investors UK Equity 2 Fund A 100

Quilter Investors UK Equity Growth Fund A&B 60

Quilter Investors UK Equity Large-Cap Income Fund A&B 63

Quilter Investors UK Equity Opportunities Fund A 65

Quilter Investors US Equity Growth Fund A 55

Quilter Investors US Equity Income Fund A 67

Quilter Investors US Equity Small/Mid-Cap Fund A&B 65

Ireland

Kilmore House, North Wall Quay, Dublin 1, D01 YE64, Ireland

Van Berkom US Small Cap Equity Fund A 65

Luxembourg

80, route d’Esch, L-1470 Luxembourg, Grand Duchy of Luxembourg

Redwheel Life Changing Treatments Fund A 51

Notes

31 December

2025

£m

31 December

2024

£m

Non-current assets

Investments in subsidiary undertakings 3 2,203 2,187

Loans and advances 4 517 487

Deferred tax assets 5 27 26

Total non-current assets 2,747 2,700

Current assets

Current tax assets 4 4

Other receivables and other assets 6 3 9

Cash and cash equivalents 7 118 135

Total current assets 125 148

Current liabilities

Other payables 10 4 4

Total current liabilities 4 4

Net current assets 121 144

Non-current liabilities

Borrowings 9 199 199

Total non-current liabilities 199 199

Net assets 2,669 2,645

Equity

Ordinary Share capital 115 115

Ordinary Share premium reserve 58 58

Capital redemption reserve 346 346

Merger reserve 8 1,359 1,359

Share- based payments reserve 40 41

Retained earnings (including profit for the financial year of £92 million

(2024: £104 million)) 751 726

Total equity 2,669 2,645

Approved by the Board of Quilter plc on 4 March 2026.

Steven Levin

Chief Executive Officer

Mark Satchel

Chief Financial Officer

Company registered number: 06404270.

Company statement of financial position

At 31 December 2025

Appendix

For the year ended 31 December 2025

Appendix A: Related undertakings continued

Strategic Report Governance Report Other information

175

Quilter plc Annual Report 2025

Financial statements

For the year ended 31 December 2025

Ordinary

capital

£m

Ordinary

premium

£m

Capital

redemption

reserve

£m

Merger

reserve

£m

Share-

based

payments

reserve

£m

Retained

earnings

£m

Total

shareholders’

equity

£m

Balance at 1 January 2025 115 58 346 1,359 41 726 2,645

Profit for the year – – – – – 92 92

Total comprehensive income – – – – – 92 92

Dividends

– – – – – (84) (84)

Equity-settled share-based payment transactions – – – – (1) 17 16

Total transactions with the owners of the Company – – – – (1) (67) (68)

Balance at 31 December 2025 115 58 346 1,359 40 751 2,669

For the year ended 31 December 2024

Ordinary

capital

£m

Ordinary

premium

£m

Capital

redemption

reserve

£m

Merger

reserve

£m

Share-

based

payments

reserve

£m

Retained

earnings

£m

Total

shareholders’

equity

£m

Balance at 1 January 2024 115 58 346 1,359 42 671 2,591

Profit for the year – – – – – 104 104

Total comprehensive income – – – – – 104 104

Dividends

– – – – – (73) (73)

Exchange rate movement (ZAR/GBP)

– – – – – (1) (1)

Equity-settled share-based payment transactions – – – – (1) 25 24

Total transactions with the owners of the Company – – – – (1) (49) (50)

Balance at 31 December 2024 115 58 346 1,359 41 726 2,645

Details of dividends proposed and paid during the year are disclosed in the notes to the Group’s financial statements. Please refer to the Group statement of changes in equity for further information.

is recognised directly in equity. The Company held cash in South African Rand equal to the expected cash outflows and therefore was economically hedged for these payments.

Details of the share-based payment reserve are disclosed in the notes to the Group’s financial statements. Please refer to the Group statements of change in equity for further information.

Company statement of changes in equity

For the year ended 31 December 2025

176

Quilter plc Annual Report 2025

1: General Information

Quilter plc (the “Company”, the “Parent Company”) is a public limited company, limited by shares,

incorporated in England andWales and domiciled in the United Kingdom with registration number

06404270.

The Company’s Registered Office is Senator House, 85 Queen Victoria Street, London EC4V 4AB.

2: Basis of preparation

The financial statements of Quilter plc for the year ended 31 December 2025 have been prepared

inaccordance with Financial Reporting Standard 101, ‘Reduced Disclosure Framework’ (“FRS 101”).

Thesefinancial statements have been prepared on a going concern basis and under the historical cost

convention, as modified by the revaluation of certain financial instruments which have been recognised

at fair value through profit or loss, and in accordance with the Companies Act 2006. The financial

statements are presented in pounds sterling, which is the currency of the primary economic

environment in which the Company operates and are rounded to the nearest million. Quilter’s employee

benefit trusts are regarded as separate reporting entities and therefore their assets, liabilities, income

and expenses are excluded from the standalone financial statements of the Company.

The accounting policies adopted are the same as those set out in note 5 to the Group’s financial

statements to the extent that these are relevant to the Company’s standalone financial statements

except for the disclosure exemptions noted below. These accounting policies have been applied

consistently.

The preparation of financial statements in conformity with FRS 101 requires the use of certain critical

accounting estimates. It also requires management to exercise its judgement in the process of applying

the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or

areas where assumptions and estimates are significant to the financial statements are disclosed in the

critical accounting estimates and judgements section below.

The Company has taken advantage of the disclosure exemptions available under FRS 101 in relation

tothepresentation of a cash flow statement, disclosures relating to capital management, contracts

withcustomers, fair value measurement, financial instruments, impairments, related party transactions,

share based payments, share capital and comparative information for certain types of assets. The

Company has also taken advantage of the exemption from the requirement to disclose information when

the Company has not applied a new accounting standard that has been issued but is not yet effective.

Where required equivalent disclosures are included in the consolidated financial statements ofQuilter plc.

The Company has also taken advantage of the exemption in section 408 of the Companies Act 2006

notto present its own income statement in these financial statements.

Critical accounting estimates and judgements

The preparation of financial statements requires management to exercise judgement in applying

accounting policies and make estimates and assumptions that affect the reported amounts of assets

and liabilities at the date of the financial statements. Critical accounting estimates and judgements are

those that involve the most complex or subjective assessments and assumptions. Management uses

itsknowledge of current facts and circumstances and applies estimation and assumption setting

techniques that are aligned with the relevant accounting standards and guidance to make predictions

about future actions and events. Actual results may differ significantly from those estimates.

There are no critical accounting estimates or judgements for the year to 31 December 2025.

Other principal estimates

The Company’s assessment of its investment in subsidiaries for impairment uses the latest cash flow

forecasts from the Group’s three-year Business Plan to calculate the recoverable value of its trading

subsidiaries. These forecasts include estimates relating to equity market levels and growth in AuMA in

future periods, together with levels of new business growth, net inflows, revenue margins, and future

expenses and discount rates (see note 14 to the Group’s financial statements). Management does not

believe that the use of these estimates has a significant risk of causing a material adjustment to the

carrying amount of the assets within the next financial year.

3: Investments in subsidiary undertakings

Investments in subsidiaries are stated at cost, less impairment in value. All shares held are Ordinary

Shares.

2025

£m

2025

£m

Balance at the beginning of the year 2,187 2,162

Investment in subsidiary undertaking in relation to share-based payments 16 25

Balance at the end of the year 2,203 2,187

Investment in subsidiary undertakings in relation to share-based payments

Quilter plc grants rights to its equity instruments to employees of its subsidiaries under various share

based payment arrangements. Under these arrangements, the subsidiaries receive services from

employees that are paid for by Quilter plc, thereby increasing the investment that Quilter plc holds

inthose subsidiaries. Quilter plc recognises the equity settled share based payment in equity, with a

corresponding increase in its investment in the subsidiaries. The amount recognised as an additional

investment is based on the grant date fair value of the share options granted and is recognised by

Quilter plc over the vesting period of the respective share schemes.

Impairments of investments in subsidiary undertakings

In accordance with the requirements of IAS 36 Impairment of Assets, the investments in subsidiaries

aretested annually for impairment by comparing the carrying value of the underlying investments to

therecoverable value, being the higher of the value-in-use or fair value less costs to sell. If applicable,

animpairment charge is recognised when the recoverable amount is less than the carrying value.

2025 impairment to investment in subsidiary

In both 2024 and 2025, there were no impairments required to the Company’s subsidiaries.

Own shares held by subsidiaries

The number of own shares held by subsidiaries within Quilter employee benefit trusts (which are

subsidiaries of the Group) is 52 million (2024: 60 million) to the nearest million. Note 12 to the Group’s

financial statements contains information on the own shares held within Quilteremployee benefit trusts.

Notes to the financial statements of the Company

For the year ended 31 December 2025

Strategic Report Governance Report Other information

177

Quilter plc Annual Report 2025

Financial statements

4: Loans and advances

The carrying amounts of loans and advances were as follows:

31 December

2025

£m

31 December

2024

£m

Loans to subsidiary undertakings 517 487

Total net loans and advances 517 487

All loans are held at amortised cost and repayable on demand. The loans to subsidiary undertakings

arewith Quilter Holdings Limited and are charged at 10% and base rate plus 0.5%, Quilter Perimeter

Holdings Limited, which is charged at base rate plus 0.5%, and the Employee Benefit Trust, which

attracts no interest. Given the profitability and net assets of these subsidiaries, the credit risk associated

with these loans is considered minimal. There have been no non-performing loans, loans subject to

renegotiations or material expected credit losses on loans and advances recognised in the year.

5: Deferred tax assets

Recognised deferred tax assets and liabilities

Deferred income taxes are calculated on all temporary differences at the tax rate applicable to the

country in which the timing differences arise.

The following are the deferred tax balances recognised by the Company and the movements thereon,

during the current and prior reporting period.

Tax losses

£m

Closing

deferred tax

asset

£m

Assets at 1 January 2024 23 23

Credit to profit or loss 3 3

Assets at 31 December 2024 26 26

Credit to profit or loss 1 1

Assets at 31 December 2025 27 27

Deferred tax assets or liabilities are recognised to the extent that temporary differences are expected

toreverse in the foreseeable future. The timing of reversals is estimated based on the Company’s

annualBusiness Plan. Deferred tax assets are recognised to the extent that they are supported by

theCompany’s Business Plan or where appropriate the Group’s Business Plan.

Deferred tax assets are recognised for tax losses carried forward only to the extent that realisation of

the related tax benefit is probable, being where, on the basis of all available evidence, it is considered

more likely than not that there will be suitable taxable profits against which the reversal of the deferred

tax asset can be deducted.

Sensitivity analysis demonstrates headroom in the recoverable amount of the deferred tax asset

overthe taxable profits contained within the business plan period. The impacts of a 20% decrease

inprofitability have been assessed and do not give rise to concerns over recoverability.

Unrecognised deferred tax assets

The amounts for which no deferred tax asset has been recognised comprises:

31 December 2025 31 December 2024

Gross amount

£m

Tax

£m

Gross amount

£m

Tax

£m

Pre-April 2017 UK tax losses 16 4 16 4

Total unrecognised deferred tax assets 16 4 16 4

A deferred tax asset has not been recognised as there is sufficient uncertainty to the extent it is

probable there will be future taxable profits to utilise the relevant losses. Unrecognised losses are

available to carry forward with no expiry date, subject only to the continuation of the business.

6: Other receivables and other assets

31 December

2025

£m

31 December

2024

£m

Due from subsidiary undertakings 3 8

Other receivables – 1

Total other receivables and other assets 3 9

All amounts due from Group companies are unsecured, interest-free and settled on demand. Other

receivables are current, interest-free and recognised at amortised cost. The Directors consider that

thecarrying amount of other receivables approximate their fair value.

7: Cash and cash equivalents

31 December

2025

£m

31 December

2024

£m

Cash at bank 8 8

Money market funds 110 127

Total cash and cash equivalents 118 135

All cash and cash equivalents are current, and recognised at amortised cost, apart from money market

investments which are recognised mandatorily at FVTPL.

Investments in money market funds are classified as cash and cash equivalents. Management holds

these investment funds for short-term liquidity purposes. The funds are highly liquid, have a strong

credit rating and a very low risk of reduction in value.

Notes to the financial statements of the Company

For the year ended 31 December 2025

178

Quilter plc Annual Report 2025

8: Merger reserve

There have been no changes to the merger reserve during 2025 (2024: no changes).

Within retained earnings, as at 31 December 2025, there is an amount of £21 million (2024: £21 million)

relating to a partial reversal, in 2022, of an impairment made in an earlier period. The Company

considers this amount to be non-distributable.

9: Borrowings

31 December

2025

£m

31 December

2024

£m

Subordinated debt

Subordinated loan at 8.625% 199 199

Total borrowings 199 199

Amounts borrowed are held at amortised cost.

On 18 January 2023, the Company issued £200 million 8.625% Fixed Rate Reset Subordinated Notes

(due 18 April 2033) in the form of a 10.25-year Tier 2 bond with a one-time issuer call option after

5.25years to J.P. Morgan Securities plc, paying a semi-annual coupon of 8.625% (the “Tier 2 Bond”).

Netcash proceeds of £199 million were received. After deducting structuring costs and professional

fees, the retained cash proceeds were £197 million. The bond is held at amortised cost of £199 million

at31December 2025 (2024: £199 million). The Notes are listed and regulated under the terms of the

London Stock Exchange.

In addition, the Company has entered into a £125 million revolving credit facility which remains undrawn

and is being held for contingent funding purposes across the Group.

10: Other payables

31 December

2025

£m

31 December

2024

£m

Accruals 4 4

Total other payables 4 4

Accruals are current and short term i.e. repayable within one year.

11: Related party transactions

Key management personnel transactions

Key management personnel and members of their close family have undertaken transactions with the

Group in the normal course of business.

The Directors and key management personnel of the Company are considered to be the same as for the

Group. See note 40 to the Group’s financial statements for further information.

Other related party transactions

There were no other related party transactions to disclose for 2024 or 2025 other than those referenced

in note 40 to the Group’s financial statements.

12: Loan covenants

Under the terms of the revolving credit facility, the Company is required to comply with certain financial

covenants. Note 38 to the Group’s financial statements contains further information relating to the

facility.

13: Events after the reporting date

There are no events that have occurred, between the reporting date and the date when the financial

statements have been authorised for issue, that require disclosure except as disclosed within note 42

tothe Group’s financial statements.

Notes to the financial statements of the Company

For the year ended 31 December 2025

Strategic Report Governance Report Other information

179

Quilter plc Annual Report 2025

Financial statements

Other

information

181 Shareholder information

185 Alternative performance measures

187 Glossary

Quilter Nations Series

As we grow our brand presence, the partnership

allowed us to connect Quilter, and what we do,

with rugby fans across each of the Six Nations

unions, through the shared energy, passion and

community that international rugby embodies.

Read more on page 7.

180

Quilter plc Annual Report 2025

Shareholder information

Key dates

The key dates for shareholders are:

14 April 2026 Last day for shares to trade cum dividend in South Africa

15 April 2026 Shares start trading ex-dividend in South Africa

16 April 2026 Shares start trading ex-dividend in the UK

17 April 2026 Final Dividend Record Date – shareholders on the register are

eligible for the Final Dividend

14 May 2026 Annual General Meeting (“AGM”) at 11:00am (UK time)

18 May 2026 Final Dividend Payment Date

6 August 2026 Publication of 2026 half year results, including any information

regarding the Interim Dividend

Dates may be subject to change. Please check our website at plc.quilter.com for further information.

Dividends

Dividend information

The Directors are recommending the payment of a Final Dividend of 4.3 pence per share. Subject to

shareholder approval at the AGM, the Final Dividend will be paid on Monday 18 May 2026 to

shareholders on the share register on Friday 17 April 2026 (the “Record Date”).

Distribution Policy

The Board has confirmed that from 2026 we will operate a new Distribution Policy, combining regular

ordinary dividends payable in cash and annual share buyback programmes. It is currently expected that

we will target a Distribution Policy of 70% of post-tax, post-interest adjusted profit.

We expect to pay an Interim and a Final Dividend each financial year. It is expected that the Interim and

Final Dividends will be paid in the approximate proportions of one-third (Interim Dividend) and two-

thirds (Final Dividend) of the total dividends payable in respect of a financial year, taking into account

theunderlying cash generation, cash resources, capital position, distributable reserves and market

conditions at the time. Each Interim Dividend will, in normal circumstances, be set at one third of the

previous year’s total dividend.

All key dividend dates such as ex-dividend date, Record Date and Payment Date will be published on

ourwebsite as soon as they are announced.

Dividends – shareholders on the UK share register

Quilter only pays dividends to shareholders on the UK share register by direct credit. Paying

dividends straight into your bank or building society account is a safer, quicker and easier way for

shareholders to receive their dividends. There is no fee charged by Quilter or our Registrar, Equiniti,

for the direct credit service. If you have not yet provided your bank details, it is important that you

take action as soon as possible so that you receive your dividend payments.

You can do this:

Online

You can provide and maintain your UK bank or building society account details via Shareview.

Please visit www.shareview.co.uk for details on how to register.

Telephone

You can provide your UK bank or building society account details by telephoning Equiniti.

Post

You can download a Bank Mandate Form from plc.quilter.com. Alternatively, please telephone

Equiniti using the contact details on page 183 and they will send a form to you for completion.

If you have any questions, please contact Equiniti using the contact details on page 183.

Dividends – shareholders on the South African share register

For your security, Quilter will only pay your dividends to the bank account currently registered

withour Registrar, JSE Investor Services. To register your bank details please contact JSE Investor

Services using the contact details on page 184.

Dividend currency

All dividends will be declared in pounds sterling for shareholders on the UK register and Rand for

shareholders on the South African register. The foreign exchange rate is determined the day before

the Directors declare the dividend.

Useful information

Quilter plc share register

Quilter plc listed on the London and Johannesburg Stock Exchanges on 25 June 2018. Quilter plc

has a primary listing on the London Stock Exchange and a secondary listing on the Johannesburg

Stock Exchange. The shares track under the QLT ticker.

Strategic Report Governance Report

181

Quilter plc Annual Report 2025

Financial statements

181

Quilter plc Annual Report 2025

Other information

Quilter 2026 AGM

AGM key dates

The key AGM dates for shareholders are:

8 May 2026

By no later than 5:00pm (UK time)

Written shareholder questions to be received by the Company

Secretary

12 May 2026

By no later than 11:00am

(UK time)

Proxy Forms to be received by our Registrar* and requests to join

the AGM by telephone to be received by the Company Secretary

14 May 2026

11:00am (UK time)

AGM to be held

Voting deadlines may vary depending on how you hold your shares. If you hold your shares via a CSDP, broker or nominee, please

contact them to confirm their voting deadline.

Attending the AGM

We are pleased to invite you to Quilter plc’s 2026 AGM to be held at 11:00am (UK time) on

Thursday14May 2026 at Senator House, 85 Queen Victoria Street, London EC4V 4AB. We look

forwardto welcoming you to our meeting and value the opportunity to engage with our

shareholderstoreview our performance and to answer questions on the business of the meeting.

St Paul’s

Bank

Mansion

House

Blackfriars

Cannon

Street

Queen Victoria Street

Princes Street

Cheapside

Cannon Street

St Paul’s Churchyard

Upper Thames Street

Millennium Bridge

Southwark Bridge

Blackfriars Bridge

A201

River Thames

Shakespeare’s Globe

Tate Modern

St Paul’s Cathedral

City of London School

Senator House

Asking a question

You can submit any questions you may have on the business of the meeting to the Board ahead of the

AGM by emailing the Company Secretary at companysecretary@quilter.com by 5:00pm (UK time)

onFriday 8 May 2026. If you do not plan to attend the AGM in person, this will enable you to have your

questions answered before you vote your shares. The questions and answers will be published on our

GM Hub at plc.quilter.com/gm in advance of the voting deadline. If you submit a question after this

time, we will respond to you as soon as possible.

If you attend the AGM in person or join the meeting by telephone, you will also have the opportunity

toask a question on the day.

Joining the meeting by telephone

Shareholders can join the meeting by telephone. You will be able to listen to the meeting and also have

the opportunity to ask the Board any questions relating to the business of the meeting. Please note that

shareholders joining by telephone will not be able to vote on the day. We recommend that shareholders

appoint the Chair of the meeting as their proxy and register a voting instruction ahead of the meeting.

How to join the AGM by telephone

If you would like to join the AGM by telephone, please contact the Company Secretary at

companysecretary@quilter.com to request your individual secure dial in details. Requests must be

received no later than 11:00am (UK time) on Tuesday 12 May 2026. The telephone line will open shortly

before 11:00am (UK time) on the day of the meeting.

Voting results and AGM information available to shareholders

The final voting results are expected to be released to the London Stock Exchange and Johannesburg

Stock Exchange on Thursday 14 May 2026 as soon as practical after the AGM and will be published on

our GM Hub at plc.quilter.com/gm. We will also make available the Chair’s statement. Please ensure

you check the GM Hub regularly for up-to-date information about our AGM arrangements.

More information about the AGM

Detailed information on the AGM arrangements and how you can have your say is set out in the

2026 Notice of AGM which is available at plc.quilter.com/gm.

How to get to

theAGM

Senator House is within walking

distance of the following train and

underground stations:

– Bank (Central, DLR, Northernand

Waterloo &City lines).

– Blackfriars (Southeastern Railway,

Thameslink and Circle and

Districtlines).

– Cannon Street

(SoutheasternRailway and Circle

and District lines).

– Mansion House (Circle

andDistrict lines).

– St Paul’s (Central line).

The venue can also be accessed via

bus routes 4, 11,15, 17, 26, 76, 388

and 521.

Shareholder information continued

182

Quilter plc Annual Report 2025

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Quilter plc Annual Report 2025

Information for UK shareholders

Managing your shares and staying in touch

You do not have to receive paper shareholder documentation. Many shareholders choose to

receive their communications electronically. Equiniti provide a free, convenient online service,

Shareview, where you can access your shareholding quickly and easily. If you have not already done

so, you can register for Shareview by visiting www.shareview.co.uk. All you need is your Quilter

Shareholder Reference Number, which can be found on your share certificate or dividend

confirmation. We will email you a notification when any shareholder statements are available and

when we announce our full and half year results. You can also use Shareview to submit a voting

instruction for any general meetings and to find out when any dividends are due.

Keeping your personal information up to date

It is important that you keep the personal information we hold up to date. That way

correspondence advising you of any changes that might affect your shareholding reaches you and

any dividends are paid to you promptly. You can do this online at www.shareview.co.uk, via the

Quilter Shareholder Helpline or by post.

Fraud warning

Shareholders should be wary of any unsolicited calls or documents offering unsolicited investment

advice and offers to buy shares at a discounted price. Fraudsters can use persuasive and high-

pressure tactics to lure shareholders into scams. You are advised not to give out any personal

details or to hand over any money without ensuring that the organisation is authorised by the

Financial Conduct Authority (“FCA”) and doing further research. If you are unsure, or think you may

have been targeted, you should report the organisation to the FCA using the share fraud reporting

form available at www.fca.org.uk/scams. You can also report suspected share fraud through the

FCA Helpline on +44(0)800 111 6768 or through Action Fraud on +44 (0)300 123 2040.

Shareholder information continued

Contact our UK Registrar, Equiniti

If you have a question about your shareholding, please contact Equiniti:

Post

Equiniti Limited

Aspect House

Spencer Road

Lancing

West Sussex

BN99 6DA

Online

help.shareview.co.uk

Telephone

+44 (0)333 207 5953*

Lines are open Monday to Friday between 8:30am and 5:30pm

(UK time), excluding public holidays in England and Wales.

Strategic Report Governance Report

183

Quilter plc Annual Report 2025

Financial statements

183

Quilter plc Annual Report 2025

Other information

Information for African shareholders

Managing your shares and staying in touch

You can go online to manage your shareholding at investorcentre.jseinvestorservices.co.za.

Thisenables you to view your holding, check your dividend history and update how you want us

tocommunicate with you.

Quilter would like to send you information about your shares by text message or email. We will text

you a notification when your biannual shareholder statement is available, when we announce our

results, when you can vote at any general meetings and when any dividends are due. If you have

not already done so, you can quickly and easily register your mobile phone and email address

withus as follows:

By email

Write to investorenquiries@jseinvestorservices.co.za. Please include your email address

andmobile phone number and state that these should be used for all future communications.

Telephone

Call your Quilter Shareholder Helpline number and ask for your email and mobile number to be

recorded.

Did you know?

You do not need to hold a paper share certificate. By holding your shares electronically, you can

buy and sell shares more easily and protect your holding to help prevent fraud. You can find out

more by contacting JSE Investor Services.

Contact our African Registrars

Shareholders on the

South Africa Register

Post

JSE Investor Services (Pty) Limited

PO Box 10462, Johannesburg, 2000, South Africa

By email

investorenquiries@jseinvestorservices.co.za

Telephone

086 140 0110/086 154 6566* (calling from

SouthAfrica)

+27 11 029 0251/+27 11 029 0253* (calling from

overseas)

Shareholders in Namibia

Post

NSX Financial Market Services

PO Box 2401

Windhoek, Namibia

By email

fms@nsx.com.na

Telephone

+264 (0)83 722 7647*

Lines open 8:00am to 4:30pm, Monday to Friday,

excluding public holidays.

Shareholders in Malawi

Post

National Bank of Malawi plc

Legal Department

PO Box 945

Blantyre, Malawi

By email

legal@natbankmw.com

Telephone

+265 (0)182 0622/+265 (0)182 0054*

Shareholders in Zimbabwe

Post

Corpserve Registrars (Pvt) Ltd

PO Box 2208

Harare, Zimbabwe

By email

corpserve@escrowgroup.org

Telephone

+263 (0)242 751 559/+263 (0)242 751 561*

Contact information

184

Quilter plc Annual Report 2025

184

Quilter plc Annual Report 2025

We assess our financial performance using a variety of alternative performance measures (“APMs”).

APMs are not defined under IFRS but we use them to provide further insight into the financial performance,

financial position and cash flows of the Group and the way it is managed. APMs should be read together

with the Group’s consolidated financial statements, which include the Group’s statement of comprehensive

income, statement of financial position and statement of cash flows, which are presented on pages

119to 122. Further details of APMs used by the Group in its Financial review are provided below.

APM Definition

Adjusted profit before tax Adjusted profit before tax represents the Group’s IFRS profit, adjusted for

specific items that management considers to be outside of the Group’s

normal operations or one-off in nature, as detailed in note 7(a) to the

consolidated financial statements. The exclusion of certain adjusting items

may result in adjusted profit before tax being materially higher or lower than

the IFRS profit after tax.

Adjusted profit before tax does not provide a complete picture of the Group’s

financial performance, which is disclosed in the IFRS consolidated statement

of comprehensive income, but is instead intended to provide additional

comparability and understanding of the financial results.

A detailed reconciliation of the adjusted profit before tax metrics presented,

and how these reconcile to IFRS, is provided on page 41 of the Financial

review. Adjusted profit before tax is referred to throughout the Chief

Executive Officer’s statement and Financial review, with comparison to the

prior year explained on page 40.

A reconciliation from each line item of the Group’s IFRS income and expenses

to adjusted profit before tax is provided in note 7(c) to the consolidated

financial statements.

Adjusted profit after tax Adjusted profit after tax represents the post-tax equivalent of the adjusted

profit before tax measure, as defined above.

Revenue margin (bps) Revenue margin represents net management fees, divided by average

AuMA. Management use this APM as it represents the Group’s ability to earn

revenue from AuMA.

Revenue margin by segment and for the Group is explained on page 39 of

theFinancial review.

Operating margin Operating margin represents adjusted profit before tax divided by total net

revenue.

Management uses this APM as this is an efficiency measure that reflects the

percentage of total net revenue that becomes adjusted profit before tax.

Operating margin is referred to in the Chief Executive Officer’s statement and

Financial review, with comparison to the prior year explained in the adjusted

profit section on page 40.

APM Definition

Gross flows Gross flows are the gross cash inflows received from customers duringthe

period and represent our ability to increase AuMA and revenue. Gross flows

are referred to in the Financial review on page 39.

Net flows Net flows are the difference between money received from and returned

to customers during the relevant period for the Group or for the business

indicated.

This measure is a lead indicator of total net revenue. Net flows is referred

tothroughout this document, with a separate section in the Financial review

onpage 39.

Assets under Management and

Administration (“AuMA”)

AuMA represents the total market value of all financial assets managed and

administered on behalf of customers.

AuMA is referred to throughout this document, with a separate section in

theFinancial review on page 39.

Average AuMA Average AuMA represents the average total market value of all financial

assets managed and administered on behalf of customers. Average AuMA is

calculated using a 7-point average (half year) and 13-point average (full year)

of monthly closing AuMA.

Non-core AuMA Non-core AuMA and associated gross and net flows represents assets

managed on behalf of businesses we have sold together with some legacy

funds which are in run-off and remain in outflow.

Total net revenue Total net revenue represents revenue earned from net management fees,

investment revenue and other revenue listed below and is a key input into

the Group’s operating margin.

Further information on total net revenue is provided on pages 39 and 40 of

the Financial review and note 7(c) in the consolidated financial statements.

Net management fees Net management fees consist of revenue generated from AuMA, fixed

fee revenues including charges for policyholder tax contributions and

interest earned on customer holdings, less trail commissions payable. Net

management fees are presented net of trail commission payable as trail

commission is a variable cost directly linked to revenue, which is a treatment

and presentation commonly used across our industry. Net management

feesare a part of total net revenue and is a key input into the Group’s

operating margin.

Further information on net management fees is provided on page 39 of the

Financial review and note 7(c) to the consolidated financial statements.

Other revenue Other revenue represents revenue not directly linked to AuMA (e.g.

encashment charges, closed-book unit-linked policies, adviser initial fees

and adviser fees linked to AuMA in Quilter Financial Planning (recurring

fees)). Other revenue is a part of total net revenue, which is included in the

calculation of the Group’s operating margin.

Further information on other revenue is provided on page 40 in the Financial

review and note 7(c) to the consolidated financial statements.

Alternative performance measures

Strategic Report Governance Report

185

Quilter plc Annual Report 2025

Financial statements

185

Quilter plc Annual Report 2025

Other information

APM Definition

Investment revenue Investment revenue includes interest on shareholder cash balances

(including cash at bank and money market funds).

Further information on investment revenue is provided on page 40 in the

Financial review and note 7(c) to the consolidated financial statements.

Operating expenses Operating expenses represent the costs for the Group, which are incurred

to earn total net revenue and excludes the impact of specific items that

management considers to be outside of the Group’s normal operations

or one-off in nature. Operating expenses are included in the calculation

ofadjusted profit before tax and impact the Group’s operating margin.

A reconciliation of operating expenses to the applicable IFRS line items

is included in note 7(c) to the consolidated financial statements, and the

adjusting items excluded from operating expenses are explained in note 7(b).

Operating expenses are explained on page 40 of the Financial review.

Asset retention The asset retention rate measures our ability to retain assets from delivering

good customer outcomes and investment performance. Asset retention

reflects the annualised gross outflows of the AuMA during the period as a

percentage of opening AuMA. Asset retention is calculated as: 1 – (annualised

gross outflow divided by opening AuMA).

Asset retention is provided for the Group on page 38 and by segment on

page 39.

Net inflows/opening AuMA This measure is calculated as total net flows annualised (as described above)

divided by opening AuMA presented as a percentage.

This metric is provided on page 38.

Quilter channel gross sales per

Quilter Adviser

This measure represents the value created by our Quilter distribution

channel and is an indicator of the success of our multi-channel business

model. The measure is calculated as gross flows generated by the Quilter

channel through the Quilter Investment Platform, Quilter Investors or

Quilter Cheviot (annualised) per average Restricted Financial Planner in

bothsegments.

This metric is provided on page 38.

Return on Equity (“RoE”) Return on equity calculates how many pounds of profit the Group generates

with each pound of shareholder equity. This measure is calculated as

adjusted profit after tax annualised divided by average equity. Equity is

adjusted for the impact of discontinued operations, if applicable.

Return on equity is provided on page 38.

APM Definition

Adjusted diluted earnings

pershare

Adjusted diluted earnings per share is calculated as adjusted profit after tax

divided by the diluted weighted average number of shares.

A view of adjusted diluted earnings per share and the calculation of all EPS

metrics is shown in note 12 to the consolidated financial statements.

Headline earnings per share The Group is required to calculate headline earnings per share in accordance

with the Johannesburg Stock Exchange Listing Requirements, determined by

reference to the South African Institute of Chartered Accountants’ circular

1/2023 Headline Earnings. This is calculated on a basic and diluted basis.

For details of the calculation, refer to note 12 to the consolidated financial

statements.

Dividend pay-out ratio The dividend pay-out ratio is an indicator of the total amount of dividends

paid to shareholders in relation to the Group’s profits expressed as a

percentage. It is calculated by dividing the recommended total dividend

(in £millions) by the post-tax, post-interest adjusted profit (in £ millions).

Alternative performance measures continued

186

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Quilter plc Annual Report 2025

Term Definition

Affluent Quilter’s business operations which typically provide solutions for customers

with at least £50,000 of assets to invest

AuA Assets under administration, which unless stated otherwise, reflects gross

AuA before intra-group eliminations

AuM Assets under management, which unless stated otherwise, reflects gross

AuM before intra-group eliminations

AuMA Assets under management and administration – for more details see

alternative performance measures on page 185

CAGR Compound annual growth rate

Client Facing Individuals (“CFIs”) Individuals who provide discretionary investment management services to

clients and/or advisers who are licensed to advise clients of Quilter Cheviot

inline with individual circumstances and investment objectives

Company Quilter plc

CAP Climate Action Plan

CTP Climate Transition Plan

FCA Financial Conduct Authority

FRC Financial Reporting Council

GHG Greenhouse gas

Group Quilter plc and its subsidiaries

High Net Worth Customers typically with over £250,000 of investable assets

HMRC His Majesty’s Revenue & Customs

HVAC Heating, ventilation and air conditioning

ICARA Internal Capital Adequacy and Risk Assessment

IFAs Independent Financial Advisers, meaning advisers who provide advice on an

independent basis, based on a comprehensive analysis of the whole market

and free from any restriction

IFRS International Financial Reporting Standards as adopted by the United

Kingdom

Investment Manager (“IM”) Individual who provides investment advice and investment management

services to private clients of Quilter Cheviot in line with individual

circumstances and investment objectives

ISA Individual Savings Accounts

JSE Johannesburg Stock Exchange

Listing Reference to Quilter plc listing on the London and Johannesburg Stock

Exchanges on 25 June 2018

Term Definition

LSE London Stock Exchange

MPS Managed Portfolio Service

NDC Nationally Determined Contributions

NGFS Network for Greening the Financial System

OECD Organisation for Economic Co-operation and Development

ORSA Own Risk and Solvency Assessment

Own funds Capital resources determined on the basis of the Solvency II balance sheet

PRA Prudential Regulation Authority

Productivity Also referred to as “gross flows per adviser”. For definition, see alternative

performance measures on page 185

Quilter channel Advisers who are part of Quilter Financial Advisers, Quilter Financial Planning

or Quilter Cheviot Financial Planning

Restricted Financial Planners

(“RFPs”)

Advisers who advise on a defined range of products and investment

solutions, including investment solutions offered by the Group and by third

parties that have been pre-researched by the Group

Revenue generating role Colleagues in roles which generate revenue for the Group. These roles

include but are not limited to Restricted Financial Planners, Investment

Managers and fund managers

Scope 1, 2 & 3 GHG emissions Greenhouse gas emissions are categorised into three groups or “scopes”

by the most widely-used international accounting tool, the Greenhouse Gas

(“GHG”) Protocol. Scope 1 and 2 cover direct emissions sources (e.g., fuel

used in company vehicles and purchased electricity), Scope 3 emissions

cover all indirect emissions due to the activities of an organisation

SCR Solvency Capital Requirement, the regulatory capital requirement under UK

Solvency II

SMCR Senior Managers and Certification Regime

Standard Formula The regulatory formula used to determine capital requirements for insurance

entities under UK Solvency II. This formula broadly represents the potential

loss of own funds calibrated to a 1-in-200 likelihood level

Subordinated debt A fixed interest debt instrument that ranks below other debt in order of

priority for repayment in the event of liquidation

TCFD Task Force on Climate-related Financial Disclosures

Total Shareholder Return

(“TSR”)

The difference between the opening and closing share price over the period,

plus any dividends paid during that period. Performance shown for Quilter

astraded on the London Stock Exchange

UK Solvency II The Solvency II capital regime as it applies in the United Kingdom

Glossary

Strategic Report Governance Report

187

Quilter plc Annual Report 2025

Financial statements

187

Quilter plc Annual Report 2025

Other information

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Design and production

Quilter plc Annual Report 2025

Quilter plc

Registered office:

Senator House

85 Queen Victoria Street

London EC4V 4AB

Registered number: 06404270.

Registered in England and Wales.

plc.quilter.com

Quilter plc Annual Report 2025