Terms of Reference of the Executive Committee (the “EC”) of PricewaterhouseCoopers LLP (the “Firm”)

These Terms of Reference should be read in conjunction with the Members’ Agreement. In the event of any inconsistency or contradiction, the Members’ Agreement shall prevail

1. Purpose and Authority

1.1 The EC has delegated authority from the Management Board (“MB”) in relation to the execution of the policies, strategy and management of the Firm and has the day to day executive and operational oversight role. This shall include but not be limited to: receiving regular reports from the subcommittees of the MB and receiving such information to assist the EC in the execution of its role under these terms of reference.

1.2 The EC has the authority to obtain outside legal or independent professional advice. The advisers may attend meetings as necessary and the cost of the advisers shall be borne by the Firm.

2. Membership

2.1 The membership of the EC is as follows:

• Marco Amitrano – Senior Partner
• Claire Blackburn – Head of Tax
• James Fillingham – Chief Strategy and Transformation Officer
• Andy Hammond – Head of Audit
• Jonathan House – Head of Consulting
• Simon Hunt – Chief Financial and Administrative Officer
• Phillippa O’Connor – Chief People Officer
• Umang Paw – Chief Technology Officer
• Claire Reid – Head of Risk
• Carl Sizer – Chief Markets Officer
• Lucy Stapleton – Head of Deals
• Alison Statham – General Counsel and Chief Risk Officer
• Carol Stubbings – Managing Partner

2.2 Members of the EC will be appointed by the Firm’s Senior Partner, who may at any time:

• remove any individual as a member of the EC; and
• appoint additional members, such appointments being for such periods of time and on such other terms and conditions and such appointees having such powers, functions and responsibilities, as considered appropriate.

2.3 The Firm’s Senior Partner retains the responsibility for the appointment and performance of the members of the EC.

2.4 Only members of the EC have the right to attend EC meetings. Other individuals may be invited to attend for part or all of any EC meeting, as and when appropriate.

2.5 Members of the EC are ineligible to stand for election to the Supervisory Board.

3. Chair

3.1 The Firm’s Senior Partner, Marco Amitrano, is the Chair of the EC.

3.2 In the absence of the Chair at any EC meeting, the members present shall appoint a member in attendance as Chair of the meeting.

4. Secretary

4.1 The Secretary to the EC is Philip Patterson. In the absence of the Secretary, another member of the Board Secretariat of the Firm may act as Secretary of the EC.

4.2 The Secretary will ensure that the EC receives information and papers in a timely manner to enable full and proper consideration to be given to matters, and will be responsible for maintaining accurate records of meetings.

5. Quorum

5.1 The quorum shall be three members of the EC for any meeting.

6. Decisions of the EC

6.1 A decision of the EC taken by vote at a meeting shall require a Simple Majority of those present in order to be passed. The chair of any such meeting will have the casting vote.

7. Frequency of Meetings

7.1 The Chair of the EC determines the procedures of the EC and the EC will meet at such intervals and on such occasions as the Chair determines. The EC normally meets formally monthly and conducts business at additional meetings as necessary.

8. Notice of Meetings

8.1 Meetings of the EC will be called by the Secretary at the request of the Chair, or by any of the EC members, with notice of such meetings being provided at the earliest opportunity.

8.2 Unless otherwise agreed, notice of each EC meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each EC member in a timely manner. Supporting papers shall be sent to the EC members and other attendees, as appropriate, at the same time.

9. Minutes of EC Meetings

9.1 The Secretary will minute the proceedings and decisions of all EC meetings, including recording the names of those present and in attendance.

9.2 Draft minutes of EC meetings will be circulated first to the Managing Partner, and then to all other EC members for review.

9.3 Once approved, minutes will be shared with the Firm’s Management Board, Supervisory Board and Public Interest Body, unless it would be inappropriate to do so.

10. Duties, Powers and Responsibilities

10.1 General Powers – The EC has delegated responsibility for:

• the day to day running and operational oversight of the Firm.
• the strategy for the Firm, including audit and non-audit services, the Firm’s people and the Firm’s use of technology;
• the reputation of the Firm, including continued commitment to the Firm’s values
• he Firm’s policies including professional standards, conduct and independence
• compliance with the Audit Firm Governance Code; and
• the Firm’s response to issues relating to significant international and domestic crises;

10.2 Reporting and Controls

The EC shall, at least once a year, review its own performance, constitution and Terms of Reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the MB for approval.

10.3 Risk and Quality

10.3.1 The MB has delegated to the EC has day to day responsibility for:

• managing the risk of the Firm, taking into consideration the Firm’s agreed strategy and objectives;
• establishing systems of internal control and for reviewing and evaluating their effectiveness¹;
• for the quality of the Firm’s work and for the maintenance of a culture upholding the Firm’s values.

10.3.2 The EC has delegated responsibility for the quality of the Firm’s work, and for the maintenance of a culture upholding the Firm’s values.

10.4 Financial and Operational Matters

10.4.1 The EC has delegated responsibility for the financial and operational affairs of the Firm including budgeting, periodic forecasting and the monthly driving of performance. The EC has delegated authority to:

• enter into loans and security arrangements (including subordinating partners’ interests) for the purpose of financing the Firm;
• enter into real estate lease commitments;
• determine:
• the form (within legal requirements) of the Firm’s books of account and related records; and
• the accounting principles in accordance with which the Firm’s accounts are to be drawn up;
• approve the Firm’s accounts (subject to Supervisory Board approval on behalf of the members);
• determine how copies of the Firm’s accounts are distributed to partners;
• adopt the monthly (or other periodic) accounts of the Firm and determine with the approval of the Supervisory Board, the monthly payments to partners and their share of the Firm’s profits and losses;
• to determine, with the approval of the Supervisory Board, the arrangements regarding partner contributions to the Firm’s capital;
• to approve the Audit Strategy of the Firm’s Audit Practice at least annually. In order to approve the Audit Strategy the EC shall be obliged to take account of the views of the Firm's Audit Non-Executives (ANEs) in accordance with the responsibilities set out in the Audit Oversight Body terms of reference;
• make decisions in relation to and oversight of the Firm’s strategic alliances, matters relating to regionalisation and/or EMEA and approve of any matters relating to network issues;
• conduct legal proceedings on behalf of the Firm;
• determine the form of any resolutions for constitutional changes (with the approval of the Supervisory Board);
• make a request to the Supervisory Board to test the reactions of a wider body of partners to particular matters, issues or proposals.

10.5 Partner-Related Matters

10.5.1 The EC has the delegated authority to impose financial penalties on partners (with the approval of the Partner Affairs Committee of the Supervisory Board) for failure to satisfy their obligations under the Members’ Agreement.

10.6 Network Obligations

10.6.1 The EC will consider alignment to the Network’s strategy and direction in discharging the duties, powers and responsibilities set out in this Terms of Reference. The EC shall exercise its powers so as to secure the Firm’s compliance with PwC Network obligations.

10.7 Interaction with the MB’s terms of reference

10.7.1 The MB retains its powers under the Members’ Agreement and may resolve to amend these terms of reference from time to time.

Date: 01 October 2025

¹Further details of the Firm’s internal quality control system, quality control standards and independence procedures and practices are given in the Firm’s Transparency Report.