Signet Jewelers : Corporate Citizenship and Sustainability Committee

Corporate Citizenship & Sustainability

Committee Charter

Last reviewed and amended by the Board on March 5, 2024

This charter is intended as a component of the flexible framework within which the Board of Directors, assisted by its committees, directs the affairs of the Company. While it should be interpreted in the context of all applicable laws, regulations and listing requirements, as well as in the context of the Company's Memorandum of Association and Bye-laws, it is not intended to establish by its own force any legally binding obligations.

1. Purpose

The Corporate Citizenship & Sustainability Committee (the "Committee") is a Committee of the Board of Directors (the "Board") of Signet Jewelers Limited ("Signet" or the "Company"). The purpose of the Committee shall be to oversee,advise and provide strategic direction to the Board and management regarding the Company's activities, risks, opportunities, strategies, goals, policies and progress related to corporate citizenship and sustainability matters, including those relating to environmental, social and governance ("ESG"), to enhance long-term sustainability and value creation for all stakeholders. The Company's sustainability efforts are organized through a framework of the Company's Three Loves: Love for All People, Love for Our Team and Love for Our Planet and Products.

1. Membership

Members of the Committee shall be appointed by the Board.

The Committee shall be made up of at least three members of the Board, each of whom the Board has selected and determined to be "independent" in accordance with the Board's definition of "independence" and applicable rules of the New York Stock Exchange.

Any action duly taken by the Committee shall be valid and effective, whether or not the members of the Committee at the time of such action are later determined not to have satisfied the requirements for membership provided herein.

Appointments to the Committee shall be for a period of up to one year, which may be extended annually, provided the director continues to satisfy the criteria for membership on the Committee. Any member may be removed by the Board, with or without cause, at any time.

The Board shall appoint the Committee Chair. In the absence of the Committee Chair and/or an appointed deputy, the remaining members present shall elect one of themselves to chair the meeting.

1. Secretary

The Corporate Secretary or their nominee shall act as the Secretary of the Committee.

IV. Quorum

The quorum necessary for the transaction of business shall be two. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.

1. Meetings

The Committee shall meet at least two times a year and additionally as circumstances dictate.

The Committee Chair may, in their discretion, invite any individual either internal or external to attend for all or part of any meeting as and when considered appropriate.

Subject to the Company's Bye-laws, the Committee may also act by a resolution signed by all members of the Committee.

VI. Notice of Meetings

Meetings of the Committee shall be summoned by the Secretary of the Committee at the request of the Committee Chair or any other member of the Committee.

Unless otherwise agreed, notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed, shall be forwarded to each member of the Committee and any other person required to attend, no later than five working days before the date of the meeting, or some shorter period in circumstances where providing notice of at least five working days is not practicable. Supporting papers shall be sent to Committee members and to other attendees as appropriate, at the same time.

VII. Minutes of Meetings

The Secretary shall minute the proceedings and resolutions of all Committee meetings, including the names of those present and in attendance.

Minutes of Committee meetings shall be circulated for review and approval to all Committee members.

VIII. Authority

The Committee is empowered to:

1. investigate any activity in order to performs its duties;
2. obtain, at the Company's expense, outside legal or independent professional advice and such advisors may attend meetings as necessary; and
3. appoint sub-committees to consist of any member(s) of the Committee or to include appropriate members of management to investigate any particular issue.

IX. Responsibilities and Duties

The following responsibilities are set forth as a guide to fulfilling the Committee's purposes with the understanding that the Committee may diverge as appropriate given the circumstances. The Committee is authorized to carry out these and such other responsibilities as directed by the Board from time to time, and take any actions reasonably related to the mandate of this charter.

The Committee shall:

1. Oversee and advise on the Company's corporate sustainability, compliance with voluntary responsible sourcing protocols and other ESG strategies, including how these strategies align with the Company's overall business strategy and objectives of protecting and enhancing the reputation, brand image and external representation of the culture of the Company;

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1. Advise on the establishment of, and any modifications to, the Company's Corporate Sustainability Goals ("CSGs") and broader ESG objectives and monitor the progress with respect to the achievement of the CSGs and any objectives to support the Company's CSGs and ESG strategies;
2. Advise on engagement with external stakeholders (e.g. investor relations, trade groups, organizations that rate ESG progress, etc.) and other interested parties regarding corporate sustainability and ESG matters, including corporate purpose, reputation and culture, and the CSGs and other sustainability-related initiatives and programs;
3. Review management's monitoring of external developments (both opportunities and risks) that may significantly impact the Company's reputation and/or its CSGs and
   ESG objectives and related initiatives, including developments in ESG frameworks or guidance and related regulatory changes;
4. Oversee the implementation and effectiveness of appropriate policies, initiatives, systems and supporting measures, including overseeing and monitoring relevant metrics and milestones, in furtherance of the corporate sustainability and ESG strategies;
5. Oversee the implementation and effectiveness of the Company's social impact impact programs, including philanthropic governance and guidelines, and monitor their application, including with respect to the Signet Love Inspires Foundation;
6. Oversee communications policies to build and protect the Company's reputation both internally and externally with respect to corporate sustainability and ESG matters;
7. Collaborate with the Human Capital Management and Compensation Committee in its oversight of diversity, equity and inclusion, employee engagement and employee experience practices; Collaborate with the Audit Committee in its oversight of internal controls and risk management;
8. Propose and implement an annual work plan for each calendar year;
9. Review annually its charter and compliance with its charter and its own effectiveness and recommend changes to the Board; and
10. Review the Company's annual "Corporate Citizenship & Sustainability Report", and disclosures required by rules adopted by applicable U.S. State and Federal agencies pertaining to the Board's oversight of climate change risks and the Board's expertise with respect to such risks within the Company's periodic reports or proxy statement, as applicable.

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