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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
25
£141.2bn
£119.4b n
24
25
11.0p
10.6p
24
25
£9.1bn
£5.2bn
24
25
£207m
£196m
24
25
30%
29%
24
25 £120m
£(34)m 24
25
6.3p
5.9p
24
During 2025, the Group delivered a
significant increase in gross and net
inflows as well as an improvement in
adjusted profit and operating leverage.
£52 m
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.
1
Quilter plc Annual Report 2025
Other information Financial statements Governance Report Strategic 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 this on page23.
Board matters
Following an external search conducted in the
year, the Board welcomed Andrew Ross on
1January 2026 as a new Non-executive Director.
Andrew brings deep experience in wealth and
asset management, having spent his career in
theinvestment industry. Since the year end,
George Reid has advised the Board that he will
notseek re-election at the Company’s 2026 AGM.
Iwould like to thank George for his significant
contribution to Quilter as a Non-executive
Director over the last nine years. Having joined
theBoard and chaired the Board Audit Committee
since before Listing, he handed over the Board
Audit Committee Chair role to his planned
successor, Alison Morris, in October 2025.
George’s effective stewardship of the Board Audit
Committee has played an important role in
ensuring the robustness of our financial reporting,
assurance and internal control frameworks.
Inaddition to thechange of the Board Audit
Committee Chair, inline with our Board succession
plan, Chris Hill succeeded Neeta Atkar as Chair of
the Board Remuneration Committee in October
2025. The Board will continue to evolve over time
in line with the expectations set out in the UK
Corporate Governance Code 2024 and 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
2
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
3
Quilter plc Annual Report 2025
Financial statements Strategic 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
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
5
Quilter plc Annual Report 2025
Financial statements Strategic 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
1
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
1
Industry growth trend
High Net Worth
2
Industry growth trend
1
Barclays Insights, September 2025: “The UK investment gap”.
£0.7tn
2024 2029
+70%
£1.2tn
Fundscape estimates.
1
Platform
Platform
+50%
£1.0tn
£1.5tn
2024 2029
Oliver Wyman analysis.
2
High Net Worth
High Net Worth
6
Quilter plc Annual Report 2025
Governance Report Other information
7
Quilter plc Annual Report 2025
Financial statements Strategic 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.
8
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
9
Quilter plc Annual Report 2025
Financial statements Strategic 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.
10
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.
5
1 2 3
4
Phase status
Past
Present
Future
Governance Report Other information
11
Quilter plc Annual Report 2025
Financial statements Strategic 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)
12
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.
1
High Net Worth revenue total includes
‘other’ revenue of £1m; Affluent revenue
total includes ‘other’ revenue of £4m.
2
Quilter retains c.15% of all fees generated
by Quilter Financial Planning advisers.
3
Includes initial and Mortgage and Protection
4
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
1
£455m
FY 2025
revenues
1
£233m
Managed
Assets
4
Advised
Assets
4
Administered
Assets
4
£94bn
£31bn
£4bn
£31bn
Managed
Assets
4
Advised
Assets
4
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
13
Quilter plc Annual Report 2025
Financial statements Strategic 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
8%
+3ppts
£3.4m
+6%
25
24
23
35, 344
535,536
498,945
34 , 811
35,010
473,879
25
24
23
59
1,394
1,373
67
70
1,419
25
24
23
59
182
176
67
70
174
25
24
23
17%
15%
13%
25
24
23
8%
5%
1%
25
24
23
£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.
14
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
7%
+1ppt
681 tCO
2
e
(44%)
25
24
23
30%
29%
27%
25
24
23
£207m
£196m
£167m
25
24
23
£120m
£(34)m
£42m
25
24
23
8.2/10
8.0/10
7.6/10
25
24
23
39%
41%
43%
25
24
23
7%
6%
9%
25
24
20
681 tCO
2
e
1,210 tCO
2
e
2,512 tCO
2
e Baseline
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
15
Quilter plc Annual Report 2025
Financial statements Strategic 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.
16
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
17
Quilter plc Annual Report 2025
Financial statements Strategic 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
18
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
19
Quilter plc Annual Report 2025
Financial statements Strategic 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.
20
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
21
Quilter plc Annual Report 2025
Financial statements Strategic 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 Empowering
People of Colour (“EPOC”)
network at the Chelsea
Flower Show
July
“Social Mobility
and How we
Change”*
October
“Race, Social Mobility
andthe Power of Cultural
Intelligence” Inclusion and
Diversity*
February
“Mind the Generation
Gap”*
March
Our Chair, Ruth Markland,
represented Quilter as a
panellist atthe 2024 Parker
Review report launch
June
“Inclusive Outcomes:
Performance Management”
manager training
programme launched
August
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.
22
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
1
0% 0%
Black
2
4% 3%
Mixed
3
1% 1%
White
4
92% 93%
Other
5
1% 1%
N/A
6
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
1
8% 7%
Black
2
3% 3%
Mixed
3
2% 2%
White
4
83% 85%
Other
5
1% 1%
N/A
6
2% 2%
1
Colleagues who identified as belonging to one of the following
ethnic groups: Bangladeshi, Chinese, Indian, Pakistani or Asian
other.
2
Colleagues who identified as belonging to one of the following
ethnic groups: Black African, Black Caribbean, Black other.
3
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.
4
Colleagues who identified as belonging to one of the following
ethnic groups: White British, White Irish, White Gypsy Traveller,
White other.
5
Colleagues who identified as belonging to one of the following
ethnic groups: Arab, Any other.
6
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
23
Quilter plc Annual Report 2025
Financial statements Strategic 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
1
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
1
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%
1
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.
24
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
Achievements Breathe 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
25
Quilter plc Annual Report 2025
Financial statements Strategic 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
1
, 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.
1
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
12
professionals
Across Affluent and High Net Worth, we
have 12dedicated responsible investment
professionals working in collaboration
withother teams within the businesses.
26
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
27
Quilter plc Annual Report 2025
Financial statements Strategic 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
28
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
2
) 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
29
Quilter plc Annual Report 2025
Financial statements Strategic 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.
30
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.
S
M
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).
S
M
L
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.
S
Climate-related risks
Climate change continued
Time Period Key:
S
Short term 0-3 years
M
Medium term 3-10 years
L
Long term 10+ years
Governance Report Other information
31
Quilter plc Annual Report 2025
Financial statements Strategic 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.
S
M
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.
S
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.
L
Climate-related risks (continued)
Climate change continued
Time Period Key:
S
Short term 0-3 years
M
Medium term 3-10 years
L
Long term 10+ years
32
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.
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33
Quilter plc Annual Report 2025
Financial statements Strategic 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”)
34
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
1
. 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
2
e)
2025
2030 target
3,245 2,512
2020
baseline year
732
276
649
405 681
Scope 1 emissions Scope 2 emissions 2030 target
1
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
35
Quilter plc Annual Report 2025
Financial statements Strategic 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
2
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
1
276* 356 732
Scope 2 emissions (location-based)
UK 642 666 1,966
Offshore 62 62 1,025
Global total
1
704* 728 2,990
Scope 2 emissions (market-based)
UK 349 801 1,499
Offshore 56 54 1,014
Global total
1
405* 855 2,512
Total Scope 1 & 2 emissions (market-based)
UK 618 1,150 2,209
Offshore 64 61 1,036
Global total
1
681* 1,210 3,245
Scope 3 emissions (excluding investments)
UK 25,562 31,048 41,228
Offshore 126 115 867
Global total
1
25,688* 31,162 42,095
Total operational emissions
UK 26,180 32,197 43,436
Offshore 189 175 1,903
Global total
1
26,369* 32,373 45,340
Operational Carbon intensity
tCO
2
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 –
1
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
36
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
37
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
37
Quilter plc Annual Report 2025
Financial statements Strategic 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)
1
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
2
1,453 1,440
Discretionary Investment Managers in High Net Worth segment
2
182 176
1
Quilter channel gross sales per Quilter Adviser is a measure of the value created by our Quilter distribution channel.
2
Closing headcount as at 31 December.
38
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*
2
Net
revenue*
Revenue
margin*
Average
AuMA*
2
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*
1
538 42 128.6
2
502 44 113.2
2
Other revenue* 100 97
Investment revenue* 63 71
Total net revenue* 701 670
1
Net management fee includes the interest earned on customer holdings in Quilter Cheviot and Quilter Investment Platform.
2
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
39
Quilter plc Annual Report 2025
Financial statements Strategic 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
1
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
2
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%
1
Other base costs includes depreciation and amortisation, audit fees, shareholder costs, changes in customer redress provisions and
listed Group and governance costs.
2
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
40
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
41
Quilter plc Annual Report 2025
Financial statements Strategic 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)
At
31 December
2025
1
At
31 December
2024
2
Own funds 1,689 1,566
Solvency capital requirement (“SCR”) 843 715
Solvency II surplus 846 851
Solvency II coverage ratio 200% 219%
1
Based on preliminary estimates including the impact of the profits for the year and the impact of the Share Buyback Programme.
2
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)
At
31 December
2025
At
31 December
2024
Tier 1
1
1,486 1,366
Tier 2
2
203 200
Total Group Solvency II own funds 1,689 1,566
1
All Tier 1 capital is unrestricted for tiering purposes.
2
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
42
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
43
Quilter plc Annual Report 2025
Financial statements Strategic 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
44
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
45
Quilter plc Annual Report 2025
Financial statements Strategic 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
46
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
47
Quilter plc Annual Report 2025
Financial statements Strategic 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.
48
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
49
Quilter plc Annual Report 2025
Financial statements Strategic 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.
50
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
51
Quilter plc Annual Report 2025
Financial statements Governance 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.
52
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
53
Quilter plc Annual Report 2025
Financial statements Governance 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
54
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
55
Quilter plc Annual Report 2025
Financial statements Governance 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
1
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
1
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%
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.
56
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
57
Quilter plc Annual Report 2025
Financial statements Governance 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
58
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
59
Quilter plc Annual Report 2025
Financial statements Governance 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
60
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
1
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.
1
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
61
Quilter plc Annual Report 2025
Financial statements Governance Report
Report Key areas of discussion and activity Outcomes
Stakeholder
management
1
(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.
1
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
62
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
9%
20%
45%
26%
2024
Committee activity
Committee membership and attendance
Scheduled
meetings
Ad hoc
meetings
1
Ruth Markland (Chair) 3/3 3/3
Neeta Atkar CBE 3/3 3/3
Chris Hill
2
1/1 1/1
Alison Morris
2
1/1 1/1
Former member
George Reid
3
2/2 2/2
Ruth Markland
Chair
Committee gender diversity
*
1
Some of the ad hoc meetings were sub-committee meetings
relating to succession.
2
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.
3
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
63
Quilter plc Annual Report 2025
Financial statements Governance 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
64
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
65
Quilter plc Annual Report 2025
Financial statements Governance 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
66
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
67
Quilter plc Annual Report 2025
Financial statements Governance 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
1
Number of
executive
management
2
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
1
Number of
executive
management
2
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 – – – – –
1
Chair, Chief Executive Officer, Chief Financial Officer and Senior Independent Director.
2
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.
68
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
69
Quilter plc Annual Report 2025
Financial statements Governance 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)
1
9/9 6/6
Neeta Atkar CBE
2
9/9 4/6
Chris Hill 9/9 6/6
George Reid
3
9/9 6/6
1
Appointed as Chair with effect from 1 October 2025.
2
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.
3
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 activity Committee gender diversity
50%50%
Female
Male
70
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
71
Quilter plc Annual Report 2025
Financial statements Governance 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
72
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
73
Quilter plc Annual Report 2025
Financial statements Governance 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
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
74
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
75
Quilter plc Annual Report 2025
Financial statements Governance 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
76
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 activity Committee 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
77
Quilter plc Annual Report 2025
Financial statements Governance 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
78
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
79
Quilter plc Annual Report 2025
Financial statements Governance 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.
80
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
81
Quilter plc Annual Report 2025
Financial statements Governance 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)
1
6/6 2/2
Neeta Atkar CBE
2
6/6 2/2
Ruth Markland 6/6 2/2
Alison Morris 6/6 2/2
1
Appointed as Chair with effect from 1 October 2025.
2
Stepped down as Chair with effect from 30 September 2025 but
remains a member of the Committee.
Chris Hill
Chair
82
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%
7%
2025
40%
19%
28%
13%
2024
Committee activity Committee gender diversity
25%
75%
Female
Male
Strategic Report Other information
83
Quilter plc Annual Report 2025
Financial statements Governance 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.
84
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
85
Quilter plc Annual Report 2025
Financial statements Governance 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
86
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
2
e
2024: 1,062 tCO
2
e
Key performance
indicators
Annual salary review (April 2025)
3%
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
8%
2024: 5%
Short-term incentive
Long-term incentive
Wider workforce Single 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
2
e
Result 31.0p
Responsible inv. (7.5%)
Scope 1&2 emiss. (2.5%)
Threshold 1,800 tCO
2
e Max 1,450 tCO
2
e
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%)
Custo mer (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%
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
87
Quilter plc Annual Report 2025
Financial statements Governance 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)
88
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
89
Quilter plc Annual Report 2025
Financial statements Governance 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
1
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
1
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.
1
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.
90
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
1
; and
– other members of the Board Audit, Risk, Remuneration
2
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.
1
The Board Corporate Governance and Nominations Committee is chaired by the Chair, who receives an all-inclusive annual fee.
2
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
91
Quilter plc Annual Report 2025
Financial statements Governance 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
1
£’000
Total
Fixed
£’000
STI
£’000
LTI
2
£’000
Total
Variable
£’000
Total
Reward
£’000 Executive 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
1
Pension includes contributions made under the Group defined contribution pension scheme plus amounts received as a
pension allowance.
2
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
£’000 Executive 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
£’000 Name
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
92
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
£’000 Name
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
1
25% 2% 4% 6% 8% 100%
1
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
93
Quilter plc Annual Report 2025
Financial statements Governance 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)
5%
(1 category)
14%
(3 categories)
5%
(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%
94
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
95
Quilter plc Annual Report 2025
Financial statements Governance 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
Shares
vested
during the
year
Shares
granted
during
the year
1
Dividend
equivalents
accrued
during
the year
2
Outstanding
shares at
31December
2025 Executive 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
1
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%).
2
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
1
(25% vesting)
Maximum
1
(100%
vesting)
Performance
achieved
Weighted
percentage
of award
vesting Performance condition
Cumulative adjusted EPS 2023-25
(Pre-dividend exc. amortisation and
goodwill) 40% 19.0p 28.0p 31.0p 40.0%
Relative TSR
2
(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)
3
7.5% 12 stars 20 stars 16.3 stars 4.9%
Scope 1 and 2 emissions (Tonnes of
carbon dioxide equivalent (tCO
2
e)) 2.5% 1,800 1,450 980 2.5%
Award outcome 97.4%
1
Straight-line interpolation between points.
2
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.
3
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.
96
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)
1
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
1
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
1
(25% vesting)
Maximum
1
(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)
2
7.5% 12 stars 20 stars
– Total Scope 1 and Scope 2 carbon
emissions (Tonnes of carbon dioxide
equivalent (tCO
2
e))
2.5% 1,000 700
1
Straight-line interpolation between threshold and maximum.
2
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
1
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
1
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
1
2025
£’000
Total for
2025
£’000
Quilter plc
fees for
2024
£’000
Subsidiary
fees for
2024
£’000
Taxable
benefits
1
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
2
156.8 20.0 3.8 180.5 118.1 17.5 3.0 138.6
Alison Morris
3
110.1 20.0 - 130.1 30.2 5.4 – 35.7
Chris Hill
4
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
5
105.4 26.7 23.1 155.1 103.0 17.5 21.1 141.6
Moira Kilcoyne
6
75.0 70.0 26.2 171.2 67.5 67.5 17.9 152.9
1
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.
2
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.
3
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.
4
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.
5
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.
6
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
97
Quilter plc Annual Report 2025
Financial statements Governance 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
50
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.
98
Quilter plc Annual Report 2025
Annual Report on Remuneration continued
Remuneration outcome
2
Executive Directors Independent Non-executive Directors
1
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
1
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.
2
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
1
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
1
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
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
99
Quilter plc Annual Report 2025
Financial statements Governance 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
1
(£m) 207 196 6%
Dividends
2
(£m) 85 80 6%
Employee remuneration costs
3
(£m) 321 299 7%
1
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.
2
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.
3
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
1
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
2
944,589 1,629 43,478 642,225 3,485,392
Mark Satchel
2
1,792,073 1,629 43,478 530,886 2,792,395
1
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.
2
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
1
£’000
Multiple
of base
salary Name
Steven Levin 2,309.6 370%
Mark Satchel 3,725.0 766%
1
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
2024 Name
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
1
Proportion of
vesting period
served
2
Number of
shares vested
2
Value
3
£’000 Awards
Deferred STI
4
328,418 53,554 n/a n/a 160,715 262.8
2022 LTI
5
980,748 159,844 61.0% 36.6% 256,966 420.1
1
The performance outcome of the 2022 LTI award was set out in the 2024 Report.
2
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.
3
Value based on the share price on the deferred vesting date of 12 September 2025 of £1.6350.
4
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.
5
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 statements Governance 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
0
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 2030 2027 2029 2031
Performance period
35% Adjusted profit
20% Customer
25% Net flows
20% Personal
1/3 vesting 50% 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
Uncapped malus and clawback
2026 2028 2030 2027 2029 2031
Financial metrics
Financial metrics
Non-financial metrics
Non-financial metrics
Strategic Report Other information
103
Quilter plc Annual Report 2025
Financial statements Governance 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
£’000 Executive 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
Weighting 2026 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
1
(25% vesting)
Maximum
1
(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
2
– Responsible investing
(Principles for Responsible
Investment aggregate modules
rating)
2
7.5% 12 stars 20 stars
– Total Scope 1 and Scope 2 carbon
emissions (tonnes of carbon dioxide
equivalent (tCO
2
e))
2.5% 700 500
1
Straight-line interpolation between threshold and maximum.
2
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
2026 Quilter 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
1
£5,500 £7,500
1
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
1
£80,000 £100,000
Member of Quilter Cheviot Limited Board
2
£45,000 £52,000
Member of Quilter Cheviot Limited Board Committee
2
£5,000 £8,000
Member of Quilter Investors Limited Board
3
£50,000 £52,000
1
On 1 January 2026, Andrew Ross was appointed to the Quilter plc Board and as Chair of Quilter Cheviot Limited.
2
Moira Kilcoyne serves on the Quilter Cheviot Limited Board and its Audit, Risk and Governance Committee.
3
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 statements Governance 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
1
⁄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
1
⁄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 statements Governance 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
1
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
2
82,416,634 5.01% Indirect
Equiniti Trust (Jersey) Limited
3
55,786,133 3.97% Direct
1
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.
2
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.
3
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
1
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
2
82,416,634 5.01% Indirect
Equiniti Trust (Jersey) Limited
3
55,786,133 3.97% Direct
1
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.
2
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.
3
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 statements Governance 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.
Independent auditors’ report to the members of Quilter plc
Report on the audit of the financial statements
Strategic Report Governance Report Other information
113
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
Strategic Report Governance Report Other information
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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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
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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
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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
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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

1
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.
2
The Capital redemption reserve is comprised of the nominal value of shares cancelled or shares redeemed under share buyback and capital return programmes.
3
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

1
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.
2
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
124
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
Strategic Report Governance Report Other information
125
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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
126
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
Strategic Report Governance Report Other information
127
Quilter plc Annual Report 2025
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
128
Quilter plc Annual Report 2025
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
Strategic Report Governance Report Other information
129
Quilter plc Annual Report 2025
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
130
Quilter plc Annual Report 2025
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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131
Quilter plc Annual Report 2025
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
132
Quilter plc Annual Report 2025
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 |  |

1
The APMs “Net management fees”, “Other revenue”, “Investment revenue”, “Total net revenue” and “Operating expenses” are commented on within the Financial review.
2
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.
3
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 |  |

1
The APMs “Net management fees”, “Other revenue”, “Investment revenue”, “Total net revenue” and “Operating expenses” are commented on within the Financial review.
2
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.
3
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

1
Consolidation adjustments comprise the elimination of inter-segment transactions and the consolidation of investment funds.
2
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

1
Consolidation adjustments comprise the elimination of inter-segment transactions and the consolidation of investment funds.
2
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
Quilter plc Annual Report 2025
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

1
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
Strategic Report Governance Report Other information
141
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

1
Includes both tax attributable to policyholder and shareholder returns, in compliance with IFRS.
2
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.
3
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
Strategic Report Governance Report Other information
143
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)

144
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

1
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.
2
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.
3
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

1
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

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)

1
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)

1
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.
Strategic Report Governance Report Other information
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

1
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

1
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
1
⁄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 |  |  |  |  |  |

1
Participants are entitled to dividend equivalents.
2
Adjusted profit earnings per share compound annual growth rate (“CAGR”).
3
The Quilter plc Sharesave Plan is linked to a savings plan.
Strategic Report Governance Report Other information
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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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

1
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
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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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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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Quilter plc Annual Report 2025
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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Quilter plc Annual Report 2025
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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Quilter plc Annual Report 2025
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%

1
Filing of annual regulatory reporting forms due by 27 May 2026.
2
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

1
All Tier 1 capital is unrestricted for tiering purposes.
2
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
166
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
Strategic Report Governance Report Other information
167
Quilter plc Annual Report 2025
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

1
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
168
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
Strategic Report Governance Report Other information
169
Quilter plc Annual Report 2025
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

1
The linked assets are held to cover the liabilities for linked investment contracts.
2
The amounts represent gross, undiscounted contractual cash flows.
3
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
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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
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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
Share
capital
£m
Ordinary
Share
premium
£m
Capital
redemption
reserve
£m
Merger
reserve
£m
Share-
based
payments
reserve
3
£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
1
– – – – – (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
Share
capital
£m
Ordinary
Share
premium
£m
Capital
redemption
reserve
£m
Merger
reserve
£m
Share-
based
payments
reserve
3
£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
1
– – – – – (73) (73)
Exchange rate movement (ZAR/GBP)
2
– – – – – (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
1
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.
2
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 Company held cash in South African Rand equal to the expected cash outflows and therefore was economically hedged for these payments.
3
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 Th ame s
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
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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.
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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
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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
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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
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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
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Other information
This document is printed on Arctic Volume, a paper containing
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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