Post 2023 AGM Shareholder Engagement - Update

In accordance with Provision 4 of the UK Corporate Governance Code (the "Code"), the Company provides this update on engagement with shareholders following the Annual General Meeting held on 10 November 2023 (the "AGM").

At the Annual General Meeting held on 10 November 2023 ("AGM"), resolution 3 approval the Directors' Remuneration Report was supported by a clear majority of shareholders with 70.50% of votes cast in favour and 29.50% of votes cast against, resulting in less than 80% support overall.

In advance of the meeting, the Chair of Remuneration Committee ("Committee") and other members of the Board, communicated with holders of 80% of our shares and offered them an opportunity to engage ahead of the AGM.

The Committee acknowledges that whilst the majority of shareholders were supportive of the Directors' Remuneration Report, a small number of shareholders were not supportive of the resolution due to the increase in the CEO's base salary by an amount greater than the workforce average increase. While the Committee is aware of and recognises sensitivities around salary increases, we believe the adjustment was in the interests of DFS and its shareholders and was necessary to motivate and retain the CEO, who is critical to delivering DFS' transformational agenda.

The Committee would like to thank all of our shareholders who engaged in the consultation in 2023 and gave us valuable feedback. Following the AGM, the Committee and has commenced a review of its remuneration strategy in preparation for bringing a Remuneration Policy to shareholders in November. The Committee Chair has written to all shareholders to seek feedback on its proposed approach to executive remuneration and we look forward to an ongoing dialogue with shareholders and proxy advisers on these matters.