Proposed Secondary Placing in PensionBee

Certain Directors and members of the management team of PensionBee, being Romi Savova, Jonathan Lister Parsons and Mark Wood CBE (together the "Selling Block") announce that, following reverse inquiry and in order to increase liquidity in the Company's shares and to broaden the Company's shareholder register, they intend to sell in aggregate 5.6 million ordinary shares in PensionBee (the "Placing Shares"), representing approximately 2.5 per cent. of the Company's current issued ordinary share capital.

Throughout the Company's investor relations engagements over the past 6 months, there has been consistent feedback that increasing liquidity, free float and institutional share ownership is important to both current and potential investors.

The placement aims to increase the Company's institutional ownership to approximately 35% and the free float to approximately 50% of the issued share capital.

The Placing Shares are being offered by way of an accelerated bookbuild (the "Placing") to institutional investors, which will be launched immediately following this announcement. Stifel Nicolaus Europe Limited (trading as Keefe, Bruyette & Woods) ("KBW") is acting as Sole Bookrunner (the "Sole Bookrunner") for Equiniti Financial Services Limited ("Equiniti"), who is acting as agent for the Selling Block in connection with the Placing.

The final number of Placing Shares to be placed, and the price at which the Placing Shares are to be placed, will be agreed by the Sole Bookrunner and the Selling Block at the close of the bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter. The timings for the close of the bookbuild process are at the absolute discretion of the Sole Bookrunner. The Placing is subject to demand, price and market conditions. The Selling Block has agreed to sell pursuant to a block trade agreement in relation to the Placing. Completion of the Placing is conditional on the block trade agreement not being terminated prior to completion of the Placing.

Assuming 5.6 million Placing Shares are sold in the Placing, the Selling Block will reduce their ownership of ordinary share capital of the Company from 42.8% to 40.3%, as follows:

• The current aggregate shareholding of Mark Wood CBE and Persons Closely Associated with him is 2,822,175 Ordinary Shares. Mark Wood CBE holds 2,757,175 ordinary shares and Lisa Walden holds 65,000 Ordinary Shares.
• Assuming completion of the Placing, the aggregate shareholding of Mark Wood CBE and Persons Closely Associated with him would be 2,547,805 ordinary shares, including Mark's 2,482,805 ordinary shares and Lisa Walden's 65,000 ordinary shares.

This represents 5.0% of Romi's shareholding and 10% of Mark and Jonathan's shareholdings. As a result of the transaction, the directors will reduce their collective shareholding from 42.8% to 40.3%.

The transaction is currently intended to be a sole exercise and the Selling Block will be subject to a lock-up for 365 days in relation to all other ordinary shares held by them and any person controlled by or controlling or under common control with them after completion of the Placing (unless consent is granted by the Sole Bookrunner). This is subject to customary exceptions and subject to transfers of ordinary shares issued after the date of this announcement upon the exercise of options under any share option schemes but only to the extent necessary to cover any applicable tax liability arising on exercise of such options.

The Company will not receive any proceeds from the Placing.