GB : Director Service Contracts

Director Service Contracts

PUBLISHED

23 June 2023

Contents

Richard Longdon Liz Catchpole

Natalie Gammon Bhav Singh

Chris Clark

David Ward

DocuSign Envelope ID: 1DEDC82F-658F-4B38-A23B-8AC0E2FAC2AC

Private & Confidential

Richard Longdon

Osborne House

1 Verdley Place

Fernhurst

West Sussex

GU27 3ER

Dear Richard,

Your Appointment as Non-Executive Chair of GB Group plc

I am pleased to confirm that following recommendation from the nomination committee, the Board of

GB Group plc has approved your appointment as an independent non-executive Chair of GB Group plc (the "Company"). This letter sets out the main terms of your appointment. It is agreed that, on

acceptance of this offer, this letter will constitute a contract for services, not a contract of employment and you confirm that you are not subject to any restrictions which prevent you from holding office as a director.

Appointment

1. Subject to the remaining provisions of this letter your appointment is for three years commencing on 1 September 2022. Your appointment is subject to the articles of association of the Company (as amended from time to time) (the "Articles") and your reappointment as a director at any AGM. Subject to clause 30 of this letter, either party may serve notice to terminate the appointment at any time by giving the other six months' written notice. Your appointment may be renewed for a further rolling period of three years (or such lesser period) if both you and the Board agree. Any renewal is subject to Board review and AGM re-election. Despite any mutual expectation there is no right to re-nomination to the Board either annually or after any three year period.
2. Continuation of your appointment is contingent on your continued satisfactory performance and any relevant statutory provisions relating to removal of a director. If the shareholders do not confirm your appointment or re-elect you as a director, or you are retired from office under the Articles, your appointment shall terminate automatically, with immediate effect and without compensation (save for any payment that is due under clause 1).

Meetings and Frequency

3. It is expected that you will attend Board meetings, the Annual General Meeting of the Company and any extraordinary general meetings of the Company. It is anticipated that approximately eight to ten Board meetings will be held each year. The AGM will normally be held in July each year.

Time Commitment

4. You will be expected to devote such time as is necessary for the proper performance of your duties and you should be prepared to spend at least 30 days per year on company business after the induction phase, including but not limited to:

• Preparation for and attendance at scheduled Board and Committee meetings;
• Board dinners;
• the annual Board strategy day(s);
• the AGM;
• meetings of the non-executive directors;
• meetings with shareholders; and
• meetings as part of the Board evaluation process.

The Foundation, Herons Way,

Chester Business Park, Chester CH4 9GB, UK

+44 (0)1244 657333 | GBGplc.com

Registered office as above. Registered in England and Wales number 2415211. VAT number 539 7162 18.

Richard Longdon Liz Catchpole

Natalie Gammon Bhav Singh

Chris Clark

David Ward

DocuSign Envelope ID: 1DEDC82F-658F-4B38-A23B-8AC0E2FAC2AC

1. You will be required to consider all relevant papers before each meeting. Meetings may involve some overseas travel. Unless urgent and unavoidable circumstances prevent you from doing so, it is expected that you will attend the meetings outlined above.
2. The nature of the role makes it impossible to be specific about the maximum time commitment, and there is always the possibility of additional time commitment in respect of preparation time and ad hoc matters which may arise from time to time, and particularly when the Company is undergoing a period of increased activity. At certain times it may be necessary to convene additional Board, committee or shareholder meetings.
3. The overall time commitment stated above will increase if you serve on any further committees, or if you are given additional responsibilities. Details of the expected increase in time commitment will be covered in any relevant communication confirming the additional responsibility. By accepting this appointment you undertake that, taking into account all other commitments you may have, you are able to, and will, devote sufficient time to your duties as a non-executive director.

Committees and Other Appointments

8. You will be appointed to serve on the following Committees of the Board:

1. Audit Committee
2. Nomination Committee
3. Remuneration Committee
4. Environment Social and Governance (ESG) Committee.

Details of all these meetings will be provided in advance. You may be requested to serve on other ad hoc committees of the Board from time to time and any such appointment will be covered in a separate communication.

Independence and Responsibilities

1. Equally with other non-executive members of the Board, you will bring independent and objective judgement to bear at meetings on issues of strategy, performance, resources and standards of conduct.
2. As a non-executive director you shall have the same general legal responsibilities to the Company as any other director. You are expected to perform your duties (whether statutory, fiduciary or common law) faithfully, diligently and to a standard commensurate with the functions of your role and your knowledge, skills and experience.
3. You will have particular regard to the general duties of directors as set out in Part 10, Chapter 2 of the Companies Act 2006, including the duty to promote the success of the Company:

"A director of a company must act in the way he/she considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:

1. the likely consequences of any decision in the long term,
2. the interests of the company's employees,
3. the need to foster the company's business relationships with suppliers, customers and others,
4. the impact of the company's operations on the community and the environment,
5. the desirability of the company maintaining a reputation for high standards of business conduct, and
6. the need to act fairly as between members of the company."

12. Presently, the Company's shares are quoted securities on the Alternative Investment Market (AIM) of the London Stock Exchange. The Company is subject to the AIM Admission Rules of the London

Richard Longdon Liz Catchpole

Natalie Gammon Bhav Singh

Chris Clark

David Ward

DocuSign Envelope ID: 1DEDC82F-658F-4B38-A23B-8AC0E2FAC2AC

Stock Exchange and has chosen to adopt the 2018 Quoted Companies Alliance Corporate

Governance Code (the "QCA Code"), as amended from time to me. The Board is committed to high

standards of corporate governance and is required to comply with the QCA Code provisions.

Therefore, it is important to the Company that the business of the Board's Committees is conducted

in line with the QCA Code and where applicable complies with (including but not limited to) other codes, directions and directives of best practice applicable to the Company. Unless otherwise directed to do so, as a member of these committees it is anticipated that the relevant codes and rules are complied with, to the extent that this is within your control or the control of the relevant committee.

1. You will exercise your powers in your role as non-executive chair having regard to all relevant obligations under prevailing law and regulation, including:
2. 1. the UK Market Abuse Regulation ("MAR");
   2. the AIM Rules for Companies and the Disclosure and Transparency Rules; and
   3. the QCA Code.
3. In your role as a non-executive director (save to the extent that specific matters are delegated to a Board committee of which you are not at the relevant time a member) you are required to:
4. 1. provide constructive challenge and strategic guidance, offer specialist advice and hold management to account;
   2. scrutinise and hold to account the performance of management and individual executive directors against agreed performance objectives;
   3. ensure the independence and effectiveness of internal and external audit functions and satisfy yourself on the integrity of financial and narrative statements;
   4. have a prime role in appointing and removing executive directors;
   5. determine the policy for executive director remuneration and set remuneration for executive directors and senior management;
   6. review workforce remuneration and related policies and the alignment of incentives and rewards with culture;
   7. devote time to developing and refreshing your knowledge and skills;
   8. uphold the highest standards of integrity and probity and support the executive directors in instilling the appropriate values, behaviours and culture in the boardroom and beyond;
   9. insist on receiving high-quality information sufficiently in advance of board meetings and seek clarification or amplification from management where the information provided is inadequate or lacks clarity;
   10. take into account the views of shareholders, the workforce and other stakeholders when appropriate;
   11. act with integrity, lead by example and promote the desired culture;
   12. exercise relevant powers under, and abide by, the Company's Articles;
   13. disclose the nature and extent of any direct or indirect interest you may have in any matter being considered at a Board or committee meeting and, except as permitted under the Articles you will not vote on any resolution of the Board, or of one of its committees, on any matter where you have any direct or indirect interest;

Richard Longdon Liz Catchpole

Natalie Gammon Bhav Singh

Chris Clark

David Ward