This information sets out the disclosure required by section 430(2B) of the Companies Act 2006 in relation to April Talintyre stepping down as a Director of the Company.

Further to the RNS announcement on 2 November 2023, April Talintyre stepped down as Chief Financial Officer and Executive Director of OSB Group plc (“the Company”) at the Company’s Annual General Meeting on 9 May 2024. Following stepping down from the Board, April will remain an employee of the Company until 2 November 2024.

As required by section 430(2B) of the Companies Act 2006, details of the associated remuneration payments made or to be made to her are detailed below. This statement will remain available on the Company’s website as required until the publication of the next Directors’ Remuneration Report.

1. Fixed pay

April will continue to receive her contractual fixed pay until her date of termination on 2 November 2024. This comprises salary of £556,920 per annum, contractual benefits and a pension allowance of 8% of salary, in line with the terms of our approved Directors’ Remuneration Policy (DRP). 

2. 2024 Variable Pay

As April is retiring from the company she will be treated as a good leaver under the Annual Bonus, Deferred Share Bonus Plan (DSBP) and Performance Share Plan (PSP) plan rules. April will be eligible for a bonus in respect of the financial year ended 31 December 2024 of a maximum of 110% of salary. The award will be pro-rated for the period served as a Director from 1 January 2024 to 9 May 2024. The award will be subject to performance assessment, deferral and malus and clawback as outlined in the 2023 Directors’ Remuneration Report.

No awards will be made to April under the PSP in 2024. 

3. Outstanding DSBP and PSP awards

There are currently 309,486 shares outstanding under the DSBP and PSP which are not subject to further performance testing. These awards will vest in full on their normal vesting dates. Awards will continue to be subject to malus and clawback in accordance with the relevant plan rules.

There are currently 227,544 outstanding shares under the PSP which are still subject to performance assessment. The number of shares vesting will be based on the outcome of the performance assessment which will be disclosed in the relevant year’s Directors’ Remuneration Report. Awards will also be pro-rated for the proportion of the performance period which has elapsed by 2 November 2024.

Post employment shareholding requirements, including holding periods will continue to apply as per the DRP. 

4. Outstanding Sharesave awards

April currently holds 6,819 options over shares in relation to outstanding Sharesave awards. These options will remain exercisable for six months following 2 November 2024, or if earlier, the normal exercise period which applied. 

5. Other items

April is be entitled to a capped contribution of up to £7,000 (excluding VAT) towards legal fees incurred in connection with her retirement from the Company. 

No payment will be made in respect of any holiday accrued but not taken by 2 November 2024.

April has not received and will not receive any payment for loss of office.

There are no other remuneration payments in relation to April stepping down as a Director of the Company and the arrangements outlined above are in line with the Directors’ Remuneration Policy.