2019 AGM Voting Results – Update Statement

4 November 2019

Arrow Global Group PLC

(the “Company” or “Arrow Global”)

2019 Annual General Meeting (the “2019 AGM”)

Voting Results – Update Statement

The advisory resolution to approve Arrow Global’s 2018 Directors’ Remuneration Report (the “DRR“) (Resolution 2) was passed at the Company’s AGM on 04 June 2019, with majority shareholder support (73% of the votes cast being in favour), however, a number of our shareholders opposed the resolution.

The Company was disappointed with the level of support for the DRR at the 2019 AGM, which does not reflect the historically high levels of support shown by shareholders for our executive remuneration arrangements. Therefore, in addition to our regular interaction with shareholders and the proxy advisory bodies, the Remuneration Committee Chair and Chairman of the Company are currently in the process of meeting with our largest institutional shareholders to understand their views and the reasons that they voted against the DRR.

Two key areas that we are aware of to date are:

·   The level of disclosure in relation to annual bonus out-turns; and

·   LTIP performance metrics and targets and balance between LTIP performance metrics.

To address these issues, the Remuneration Committee will ensure that we enhance the level of disclosure on annual bonus out-turns in relation to the 2019 annual bonus in the 2019 Directors’ Remuneration Report to ensure appropriate context is provided to shareholders to support out-turns. We will also give careful consideration to the balance across the LTIP performance metrics for 2020 and provide a clear explanation of the rationale for the LTIP measures chosen.  As a matter of continuing governance, the Remuneration Committee will carefully consider the quantum of 2020 Long-Term Incentive Plan (the “LTIP“) grants for Arrow’s executive directors.

The Company will provide a further update on the shareholder engagement process and resulting actions in the Company’s 2019 Annual Report.

ENQUIRIES

Stewart Hamilton (Company Secretary)         +44 (0) 161 242 5861

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