This information sets out the disclosure required by section 430(2B) of the Companies Act 2006 in connection with Andy Golding stepping down as Chief Executive Officer and as a Director of the Company.
Further to the RNS announcement on 13 November 2025, and the subsequent RNS announcement on 23 April 2026 confirming the date of his retirement, Andy Golding will step down as Chief Executive Officer and as a Director of OSB Group plc (the “Company”) on 31 August 2026.
Details of the remuneration payments made or to be made to him in connection with his retirement are detailed below. This statement will remain available on the OSB Group website as required until the publication of the next Directors’ Remuneration Report. All elements of remuneration are payable in line with the terms of our Directors Remuneration Policy (“DRP”).
1. Fixed pay
Andy will continue to receive his contractual fixed pay until the expiry of his 12 month notice period on 13 November 2026. This comprises salary of £944,179 per annum, contractual benefits and a pension allowance of 8% of salary.
2. Approach to variable pay
As Andy is retiring from the Company with the agreement of the Board following an orderly succession process, he will be treated as a good leaver under the Annual Bonus, Deferred Share Bonus Plan (“DSBP”) and Performance Share Plan (“PSP”) rules and the DRP.
3. 2026 Annual bonus
Andy will be eligible for a bonus in respect of the financial year ending on 31 December 2026 up to a maximum of 110% salary. The 2026 bonus will be pro-rated for the period served as a Director from 1 January 2026 to 31 August 2026. Any such bonus will be subject to performance assessment, deferral in shares and malus and clawback provisions.
4. Outstanding Deferred Share Bonus Plan (“DSBP”) and Performance Share Plan (“PSP”) awards
There are currently 206,544 share awards outstanding under the DSBP and PSP that are not subject to further performance testing. These awards will vest according to the vesting schedule (as amended from time to time) and subject to any applicable holding requirements. The awards will continue to be subject to malus and clawback provisions.
There are currently 732,234 shares outstanding under the PSP which are still subject to performance assessment. The number of shares that vest will be determined by the outcome of that performance assessment. Awards will also be time pro-rated to reflect the proportion of the performance period that has elapsed at 13 November 2026 and will vest according to the vesting schedule (as amended from time to time) and be subject to any applicable holding requirements.
Post-employment shareholding requirements will continue to apply.
5. Other items
Andy is also entitled to a capped contribution of up to £7,000 (excluding VAT but including all disbursements) towards legal fees incurred in connection with his retirement from the Company. Andy has also agreed to extend the duration of his post-termination restrictive covenants in return for a payment of £5,000.