Response to statement made by Phoenix UK Fund Limited (“Phoenix”) on 12 April 2021

The independent directors of the Company (the "Independent Directors") note the most recent statement by Phoenix published on its website on 12 April 2021. They note, in particular, the various comments made by Phoenix regarding potential strategies that may be adopted for the future direction of the group’s business.

It should come as no surprise that many of the ideas disclosed in Phoenix's most recent letter are amongst those currently being assessed in detail by the Board. In the Company’s letter to shareholders dated 29 March 2021, the Independent Directors commented on the fact that the vision and views on strategy of Phoenix and those of the Board were already closely aligned, such that the requisitioned shareholder meeting was wholly unnecessary. The Board is well-advanced in its detailed planning towards the announcement of a fully thought-through strategy plan, including the possibility of a distribution of the Crematoria business to existing shareholders on a pro rata basis. It was always intended that the Board would announce its vision for the Company at the time of the Company’s AGM in June 2021 and this has been indicated to the market for some time.

The Independent Directors find the statements made by Phoenix relating to possible strategies (and public reference to unverified valuations for the Crematoria division, in particular) to be deeply irresponsible. There are significant nuances to any strategic plan of this nature before it can be made public. The interests of all stakeholders need to be carefully addressed including, in this instance, the interests of bondholders and employees, as well as shareholders. There also needs to be a full and complete understanding of all potential regulatory aspects, so that the Board can be sure of its capacity to deliver any publicly announced strategy before it is announced. The Board has already indicated that it is well-aware of the potential value of different elements of the business on a stand-alone basis and of course a core objective is to unlock value for the benefit of all shareholders. However, it is inappropriate to hypothesize on strategies until there is sufficient confidence in a methodology to deliver the same. That Phoenix has chosen to "go public" on these matters prematurely serves only as a further illustration of the lack of suitability of Gary Channon to be appointed as someone responsible for the executive function of the Company.

Not for the first time since the Board convened the General Meeting to consider the resolutions proposed, Phoenix has made ill-advised public statements which have been self-serving and have had little regard for the wider interests of shareholders and other stakeholders. The Board has been informed by proxy voting agents, ISS, Glass Lewis and PIRC, that they are advising their members to support the Board and vote against both resolutions at the forthcoming General Meeting.  In light of Phoenix's most recent statements, the Independent Directors are more convinced than ever that it is in the best interests of shareholders to allow the current management team to finish its work without handing executive control to Phoenix.

The Independent Directors have no hesitation in repeating their recommendation that shareholders should vote AGAINST the resolutions.

The Independent Directors of Dignity plc
Gillian Kent, Dean Moore and Paul Humphreys


Chris Lane  
Tilly Abraham  
Buchanan +44 (0)20 7466 5000
www.buchanan.uk.com dignity@buchanan.uk.com


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