Free Director Service Agreement Template

DIRECTOR SERVICE AGREEMENT

United Kingdom  ·  Companies Act 2006  ·  2026-05-15

This Director Service Agreement (this "Agreement") is made on 2026-05-15 between Vantage Capital Group Ltd (the "Company") and Jonathan Peter Blake (the "Director"). It constitutes a written statement of particulars of employment under section 1 of the Employment Rights Act 1996 and the Director's service contract within the meaning of section 227 of the Companies Act 2006 (which, by virtue of section 228, must be kept available at the Company's registered office or a designated alternative location for inspection by members for the duration of the appointment and for at least one year after termination).

The Company appoints the Director as Chief Executive Officer based at London (with UK and international travel as required), with effect from 2026-06-01. The role is performed on a hybrid pattern (a combination of office and home working as agreed with the Board from time to time). This appointment is on a continuous rolling basis. Where, in combination with the notice period, the guaranteed term would exceed two years, shareholder approval by ordinary resolution under section 188 of the Companies Act 2006 would be required before the Company is so bound; absent such approval the long-term portion is void under s.189 and the Company may terminate on reasonable notice. The Director's appointment to the Board of Directors is separately governed by the Companies Act 2006 and the Company's articles of association; the Director acknowledges that ceasing to hold office as a director (by resignation, disqualification under the Company Directors Disqualification Act 1986, removal under s.168 Companies Act 2006, or otherwise) shall entitle the Company to terminate this Agreement forthwith and the Director shall execute all instruments required to give effect to the cessation of office.

The Director shall carry out the executive management of the Company's business, together with such other duties commensurate with the role as the Board may reasonably require from time to time. The Director shall at all times comply with the general duties of a director under sections 170-177 of the Companies Act 2006: duty to act within powers (s.171); duty to promote the success of the Company for the benefit of its members as a whole, having regard to the matters in s.172(1)(a)-(f) (s.172); duty to exercise independent judgement (s.173); duty to exercise reasonable care, skill and diligence (s.174); duty to avoid conflicts of interest (s.175); duty not to accept benefits from third parties (s.176); and duty to declare interest in proposed transactions (s.177). The Director shall also comply with the Company's articles of association, any shareholders' agreement, the Equality Act 2010, the Bribery Act 2010 and all other applicable laws and regulations. The Director reports to Board of Directors (Chair — Victoria Hayes).

Salary: £180,000 per annum GBP, payable in equal monthly instalments in arrears by BACS, subject to PAYE income tax and Class 1 National Insurance contributions. The salary shall be reviewed annually in April; the Company is under no obligation to increase it.

Holiday: 30 days per annum plus public holidays (pro-rated for part-year) (statutory minimum 28 days inclusive of public holidays — Working Time Regulations 1998 reg.13/13A).

Pension: 10% employer contribution into the Company group personal pension plan The Company shall meet its automatic-enrolment obligations under the Pensions Act 2008 and the Occupational and Personal Pension Schemes (Automatic Enrolment) Regulations 2010, with qualifying earnings for 2026/27 between £6,240 and £50,270 (minimum total contribution 8% of which the employer must pay at least 3%).

Private medical insurance: Family cover provided under the Company's PMI scheme (reportable as a benefit-in-kind under ITEPA 2003 Chapter 10 / Part 3 with P11D disclosure).

Death-in-service benefit: Four (4) times annual basic salary, provided under a qualifying registered group-life scheme (subject to the Director meeting the insurer's eligibility requirements).

Performance bonus: Annual cash bonus of up to 30% of basic salary, at the Remuneration Committee's discretion against agreed KPIs (one-third deferred for 3 years and subject to malus/clawback). The bonus is discretionary and any payment in one year creates no contractual entitlement in future years; awards remain subject to the malus and clawback provisions below where applicable.

Share options / equity: EMI options over 2% of issued share capital, 4-year vesting with 1-year cliff, granted post-6 April 2026 (benefiting from Finance Act 2026 reforms). Granted under the Company's tax-advantaged Enterprise Management Incentives (EMI) scheme (ITEPA 2003 Schedule 5). For grants on or after 6 April 2026 the Finance Act 2026 reforms apply: company employee cap raised to fewer than 500 FTE, gross-asset cap £120m, options-pool cap £6m and maximum tax-advantaged exercise period extended to 15 years; the £250,000 individual limit is unchanged. Grant, vesting and exercise are subject to separate plan rules, HMRC rules and any shareholders' agreement.

Company car / allowance: £750 per month gross car allowance. Taxable as a benefit in kind under ITEPA 2003 Chapter 6 (where car) or as cash earnings under section 62 ITEPA 2003 (where allowance), with P11D / payroll reporting as applicable.

By the Company to the Director: 12 months written notice.

By the Director to the Company: 6 months written notice.

Statutory minimum notice under section 86 of the Employment Rights Act 1996 (one week per completed year of continuous employment, capped at 12 weeks) shall apply where greater than the contractual period. The Director acknowledges that, with effect from 1 October 2026, the time limit for bringing most claims to the Employment Tribunal is extended from three to six months from the date of the act complained of (Employment Rights Act 2025).

Garden leave: During any notice period (of either party) the Company may place the Director on garden leave, requiring the Director to remain away from the Company's premises, to take no part in the business, and (if required) to resign any directorship held in the Company or its group, while remaining employed and bound by all obligations under this Agreement (including the duty of good faith and fidelity, and the duties under sections 170-177 CA 2006 for so long as the Director holds office). The Director shall remain available to the Company during normal working hours and shall not commence any other employment or engagement during garden leave.

Payment in lieu of notice (PILON): The Company may, at its discretion, terminate this Agreement at any time by paying a sum equal to the Director's basic salary (only) for the unexpired portion of the notice period. Such payment shall be subject to deductions for income tax and NIC and (where applicable) shall constitute Post-Employment Notice Pay ("PENP") calculated by reference to section 402D of ITEPA 2003 using the alternative formula (BP × D ÷ P) − T with average pay-period length of 30.42 days as mandatorily applicable from 6 April 2021; PENP is chargeable to income tax as general earnings and does not benefit from the £30,000 termination-payment threshold in s.403 ITEPA 2003.

Without prejudice to any other right of termination, the Company may terminate this Agreement summarily, without notice or payment in lieu, if the Director: (a) commits any act of gross misconduct or material breach of this Agreement or of the Director's duties under the Companies Act 2006; (b) is convicted of any criminal offence (other than a minor road-traffic offence not resulting in disqualification) involving dishonesty or otherwise likely to bring the Company into serious disrepute; (c) becomes bankrupt or subject to an individual voluntary arrangement, or is disqualified as a director under the Company Directors Disqualification Act 1986; (d) is guilty of serious negligence, wilful misconduct or persistent serious underperformance; (e) commits a material breach of the Bribery Act 2010 or any applicable anti-corruption policy; (f) is found to have breached UK MAR insider-dealing or market-manipulation obligations (where the Company is listed or AIM-quoted); or (g) is the subject of a regulatory finding of misconduct by a competent authority. The Company shall comply with applicable ACAS Code of Practice procedures where dismissal is for conduct or performance reasons.

The Director must obtain prior written approval from the Board before accepting any external directorship, consultancy, paid engagement or any appointment that may give rise to a conflict of interest. The Board will not unreasonably withhold approval for non-competitive non-executive roles, subject to time-commitment considerations. The Director shall comply at all times with sections 175 (duty to avoid conflicts) and 177 (duty to declare interest in proposed transactions) of the Companies Act 2006, and shall declare any direct or indirect interest in existing transactions or arrangements with the Company under s.182. The Director shall maintain a register of personal and related-party interests and shall update it promptly on any change.

The Director shall comply strictly with the Bribery Act 2010 (including the offences under sections 1 (offering / promising / giving a bribe), 2 (requesting / agreeing to receive / accepting a bribe), 6 (bribery of foreign public officials) and 7 (failure of commercial organisations to prevent bribery)) and with the Company's anti-bribery and anti-corruption policies as updated from time to time. The Director shall not offer, promise, give, request, agree to receive or accept any financial or other advantage intended to induce or reward the improper performance of any function. The Director shall co-operate with any investigation by the Serious Fraud Office, the Financial Conduct Authority, the National Crime Agency or any other competent authority and shall maintain accurate books and records (including gifts and hospitality registers).

The Director shall ensure the Company complies with the Modern Slavery Act 2015, including (where the Company's total turnover, alone or together with subsidiaries, is at least £36 million) the preparation and publication on the Company's website of an annual slavery and human-trafficking statement under section 54 of the Act, approved by the Board and signed by a director, within six months of the end of each financial year. The Director shall promote effective supply-chain due diligence and report any suspected modern-slavery offences to the appropriate authorities and to the Board.

The parties acknowledge that nothing in this Agreement is intended to prevent the Director from making a protected disclosure within the meaning of the Public Interest Disclosure Act 1998 and Part IVA of the Employment Rights Act 1996. From 6 April 2026, disclosures concerning sexual harassment are expressly within the scope of qualifying disclosures, with protection from detriment and dismissal (Employment Rights Act 2025). The Director shall comply with the Company's whistleblowing procedure and shall encourage the prompt reporting of any reasonable belief of malpractice through the designated internal or external channels (including any prescribed regulator under PIDA Schedule 1).

The Company shall, during the term of this Agreement and for at least six (6) years after its termination, maintain directors' and officers' liability insurance covering the Director on commercial terms reasonable at the time of renewal. The Company may, to the fullest extent permitted by sections 232-238 of the Companies Act 2006, indemnify the Director against liabilities incurred in connection with the Director's role under a qualifying third-party indemnity provision (s.234) and, where applicable, a qualifying pension-scheme indemnity provision (s.235). The terms of any indemnity shall be disclosed in the directors' report under s.236.

The Director shall devote such time and attention to the Company's business as is necessary for the proper performance of the role. Given the senior executive nature of the role and the autonomy of the position, the Director is treated as an "unmeasured worker" within the meaning of regulation 4 of the Working Time Regulations 1998. The Director opts out of the 48-hour weekly working time limit under regulation 5 of those Regulations (subject to revocation on three months' written notice to the Company). The Company shall reimburse all reasonable and properly documented expenses incurred by the Director in the proper performance of the role, in accordance with the Company's expenses policy from time to time and subject to HMRC rules on tax-free reimbursement.

All intellectual property rights (including without limitation patents, trade marks, copyright, database rights, design rights, rights in confidential information and know-how) created, developed, discovered, made or reduced to writing by the Director during the term of this Agreement, whether alone or jointly, and whether or not in the course of duties, shall vest in and be the sole property of the Company, and the Director hereby assigns to the Company with full title guarantee, by way of present assignment of future rights, all such rights throughout the world for the full term of protection. The Director waives all moral rights to the extent permitted by law and agrees to execute such further documents as the Company may reasonably require to perfect its ownership (including assignments, deeds of waiver and inventor declarations).

The Director shall not, during or after the term of this Agreement, disclose to any third party or use for any purpose other than the Company's business any confidential information belonging to the Company or any Group company, except: (i) as required by law or court order; (ii) with prior written consent of the Board; or (iii) as a protected disclosure under the Public Interest Disclosure Act 1998. Confidential information includes (without limitation) trade secrets within the meaning of regulation 2 of the Trade Secrets (Enforcement, etc.) Regulations 2018, client and supplier lists, pricing, business strategy, financial information, personnel information, board discussions, and technical data. The obligation of confidentiality as to trade secrets continues without limit in time; in respect of other confidential information it continues until the information enters the public domain otherwise than by breach of this clause.

The following post-termination restrictions apply (intended to protect the Company's legitimate business interests within the principles of Herbert Morris Ltd v Saxelby [1916] 1 AC 688 and as reasonable within the test in Tillman v Egon Zehnder Ltd [2019] UKSC 32). Any period of garden leave served shall count towards (and reduce) the corresponding restricted period, on a day-for-day basis.

Non-compete (12 months from termination): The Director shall not be directly or indirectly engaged, concerned or interested (whether as principal, employee, consultant or otherwise, save as a holder of not more than 3% of the listed shares of any company) in any business that competes, or is about to compete, with any business of the Company or any Group company in which the Director was materially concerned during the 12 months preceding termination within the United Kingdom and any country where the Company actively traded during the 12 months preceding termination.

Non-solicitation of clients (12 months from termination): The Director shall not solicit or endeavour to entice away the custom of any client or prospective client of the Company with whom the Director had material dealings, or about whom the Director acquired confidential information, in the 12 months preceding termination.

Non-dealing (same 12 months): The Director shall not, in competition with the Company, deal with any such client or prospective client of the Company.

Non-solicitation of staff (12 months from termination): The Director shall not solicit or entice away any senior employee, director or consultant of the Company with whom the Director had material dealings in the 12 months preceding termination.

The Company applies malus and clawback to all cash bonus and share-based awards (including vested but unexercised options and unvested awards), in accordance with Provisions 37-38 of the UK Corporate Governance Code 2024 (applicable to financial years beginning on or after 1 January 2025).

Malus — the Remuneration Committee may, before vesting or payment, reduce, cancel or impose further conditions on any unvested or unpaid award during a period of 3 years from the date of award, where one or more triggers below applies.

Clawback — the Remuneration Committee may, for a period of 3 years from the date of vesting or payment, require repayment in cash (or by way of cancellation of deferred or vested awards) of all or any part of an award already vested or paid where one or more triggers below applies.

Specific malus triggers: Material misstatement of audited financial statements; Gross misconduct or material breach of CA 2006 duties; Corporate failure caused by the Director's conduct; Material failure of risk management

Specific clawback triggers: Misstatement of audited financial statements; Gross misconduct discovered after payment; Regulatory finding of misconduct by a competent authority The Director hereby authorises any deduction from final salary, bonus or other sums otherwise payable that may be required to give effect to this clause, consistent with section 14(1) of the Employment Rights Act 1996.

The Company shall process the Director's personal data in accordance with the UK General Data Protection Regulation and the Data Protection Act 2018 (as amended by the Data (Use and Access) Act 2025) on the legal bases of contract (Art. 6(1)(b)), legal obligation (Art. 6(1)(c) — Companies Act 2006 public registers and Companies House filings; PAYE and NIC), and legitimate interests (Art. 6(1)(f)) and, where applicable, the new "recognised legitimate interests" lawful basis at Annex 1 paragraph 1 to the DPA 2018 inserted by the DUA Act 2025. Certain information concerning the Director (including service address, occupation and date of birth) will be filed with Companies House and publicly available. Special-category data (including health information for PMI and life-cover purposes) shall be processed under Art. 9(2)(b) and Schedule 1 Part 1 of the Data Protection Act 2018. The Director's rights of access, rectification, erasure, restriction, objection and data portability under Chapter III of UK GDPR apply subject to applicable exemptions.

The Director shall complete identity verification with the Registrar of Companies as required by Part 1 Chapter 2 of the Economic Crime and Corporate Transparency Act 2023 (voluntary from 8 April 2025 and mandatory from autumn 2025). Verification shall be completed (a) directly via the GOV.UK One Login service, or (b) indirectly via an Authorised Corporate Service Provider (ACSP) regulated under Schedule 1 to the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017. The Director shall not act as a director (and the Company shall not file at Companies House any document purported to be made by the Director) until verification has been completed; loss or revocation of a verified status that is not promptly cured is grounds for summary termination of this Agreement.

The Director warrants and undertakes that the Director shall not, directly or indirectly, commit any "relevant offence" within the meaning of section 199 of the Economic Crime and Corporate Transparency Act 2023 in connection with the business of the Company (in force 1 September 2025), including (without limitation) fraud by false representation (Fraud Act 2006 s.2), fraud by failing to disclose information (s.3), fraud by abuse of position (s.4), false accounting (Theft Act 1968 s.17), false statements by company directors (Theft Act 1968 s.19) or cheating the public revenue. The Director shall co-operate with the Company's reasonable fraud-prevention procedures (as required by ECCTA 2023 s.199 for "large organisations"). Breach of this warranty is a material breach of this Agreement and a fundamental breach justifying summary termination under the Termination clause.

Where the Director or the Board uses AI or generative-AI tools to inform board recommendations or decisions (including AI-assisted strategic analysis, risk modelling, ESG scoring or automated shareholder communications), the Director shall: (a) ensure that any such use does not displace the Director's personal exercise of independent judgment under section 173 of the Companies Act 2006 or the duty to promote the success of the Company under section 172; (b) maintain a documented audit trail of the AI tool used, the inputs supplied and the human review carried out, sufficient to evidence compliance with the directors' general duties; (c) ensure that no decision affecting any employee or other natural person and producing legal or similarly significant effects is taken solely by automated processing, save where Article 22(2) UK GDPR permits and appropriate safeguards have been applied; and (d) ensure compliance with the ICO's guidance on AI and data protection (2024) and any applicable sector-specific AI regulatory expectations (e.g. FCA / PRA expectations for regulated firms).

This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales and (for employment-type claims) the Employment Tribunal. The parties acknowledge that from 1 October 2026 the time limit for bringing most tribunal claims is six months from the date of the act complained of.

Entire agreement: This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior negotiations, drafts and side agreements. Variation: No amendment shall be binding unless made in writing and signed by both parties. Severability: If any provision is found to be unenforceable, the remaining provisions shall continue in full force and the unenforceable wording shall, so far as possible and consistent with Tillman v Egon Zehnder Ltd, be severed and the balance enforced. Third parties: The Contracts (Rights of Third Parties) Act 1999 is excluded save that any Group company may enforce the provisions of any confidentiality, IP, malus/clawback and restrictive-covenant clauses. Counterparts and electronic signature: This Agreement may be executed in counterparts (including by electronic signature in accordance with the Law Commission report 2019 and the Electronic Communications Act 2000).

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.