Boosting Board Support: Transformative Changes for Enhanced Decision-Making

Pepco Group is undergoing significant board changes to support its accelerated transformation and focus on shareholder value creation. The company is appointing a new CFO, Willem Eelman, and making governance adjustments to ensure quicker decision-making and alignment with stakeholder interests.

Pepco Group, a growth-focused variety discount retailer, is embarking on a series of board and governance changes to support its accelerated transformation and focus on shareholder value creation. The company aims to ensure strong support for its management team through increased engagement and quicker decision-making.
Key changes include the resignation of non-executive director Maria Fernanda Mejia and executive director and CFO Neil Galloway, resulting in a smaller board with one executive director and seven non-executive directors. Willem Eelman, a highly experienced European CFO, has been appointed as the new CFO. Eelman brings over eleven years of experience from GrandVision and previous roles at C&A Europe and Unilever.
Andy Bond, the current non-executive Chair, will step down after the completion of the AGM in March, marking the end of his 13-year tenure. He will be succeeded by Frederick Arnold, an independent non-executive director who joined the board in June 2024. The changes are part of an updated relationship agreement with IBEX Topco Ltd., which will have the right to recommend Chairs of the Board and the Remuneration Committee as long as it holds over 30% of the voting rights.
Pepco Group also plans to implement complementary governance changes, including multi-year equity grants for senior leadership and non-executive directors to enhance alignment with stakeholder best interests and longer-term value creation. The company will update its articles of association and directors’ remuneration policy at the upcoming AGM.

1. What are the key changes to Pepco Group’s board?
   The key changes include the resignation of non-executive director Maria Fernanda Mejia and executive director and CFO Neil Galloway, resulting in a smaller board with one executive director and seven non-executive directors. Willem Eelman has been appointed as the new CFO.
2. Who will succeed Andy Bond as Chair?
   Frederick Arnold, an independent non-executive director who joined the board in June 2024, will succeed Andy Bond.

3. What are the governance changes aimed at?
   The governance changes aim to increase focus on and pace of value creation by introducing multi-year equity grants for senior leadership and non-executive directors.

4. When will the changes become effective?
   The changes will become effective following the upcoming AGM on 12 March 2025.

5. What is the role of IBEX Topco Ltd. in these changes?
   IBEX Topco Ltd. will have the right to recommend Chairs of the Board and the Remuneration Committee as long as it holds over 30% of the voting rights.

Pepco Group’s strategic board changes are designed to enhance decision-making speed and align with stakeholder interests. The appointment of Willem Eelman as CFO and the succession of Frederick Arnold as Chair are pivotal steps in this transformation plan. These changes aim to support the company’s accelerated growth and focus on shareholder value creation.