Signet Jewelers : Finance Committee

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 authorized to:

1. seek any information it requires from any employee of the Company in order to perform its duties and have access to all books, records, facilities and personnel of the Company;
2. obtain, at the Company's expense, outside legal or independent professional advice to assist it in carrying out its activities; and
3. form, and delegate any of its responsibilities to, a subcommittee so long as such subcommittee is solely comprised of one or more members of the Committee.

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 report to the Board (and the Audit Committee, as appropriate) with respect to the Company's strategy and plan for its credit program, including regarding risk exposures and the steps and processes management has implemented to monitor and control such exposures, terms and impact on the Company's operations, financial statements and results;

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1. Review and provide strategic direction regarding any potential structures and related transactions and financing arrangements for the extension of credit or other financing options to the Company's customers proposed by management or, as appropriate, proposed by third parties, and make recommendations to the Board for final approval with respect thereto;
2. Review and provide strategic direction regarding corporate financing or refinancing transactions and arrangements, including those related to preference shares and corporate bonds, proposed by management or third parties, and make recommendations to the Board for final approval with respect thereto;
3. Oversee, provide strategic direction and report to the Board on the Company's treasury and capital allocation strategies and programs and make recommendations to the Board for final approval with respect thereto;
4. Review and provide strategic direction regarding the Company's common share and preference share dividends as proposed by management, and make recommendations to the Board for final approval with respect thereto;
5. Provide strategic direction regarding share repurchase transactions or plans and the cancellation of treasury shares and make recommendations to the full Board for final approval with respect thereto;
6. Provide strategic direction and oversight regarding mergers and acquisition opportunities and activities and make recommendations to the full Board for final approval with respect thereto;
7. Review and provided strategic direction regarding the Company's annual budget planning activities and make recommendations to the Board for final approval with respect thereto, as appropriate;
8. Engage such advisors and take other actions as the Finance Committee may deem necessary or appropriate with respect to the foregoing responsibilities; and
9. Review annually its charter and its own effectiveness and compliance with its charter and recommend any changes to the Board.

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