WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL GENERAL MEETING IN PERSON AND REGARDLESS OF THE NUMBER OF SHARES YOU OWN, PLEASE REGISTER YOUR VOTE BY APPOINTING A PROXY ELECTRONICALLY BY INTERNET OR, FOR U.S. SHAREHOLDERS, BY TELEPHONE IN ACCORDANCE WITH THE INSTRUCTIONS ON THE FORM OF PROXY, OR ALTERNATIVELY MARK, SIGN AND DATE THE FORM OF PROXY IN ACCORDANCE WITH THE INSTRUCTIONS THEREON AND MAIL IT PROMPTLY TO ENSURE THAT YOUR SHARES WILL BE REPRESENTED. YOU MAY VOTE IN PERSON IF YOU ATTEND THE ANNUAL GENERAL MEETING. YOUR PROXY IS REVOCABLE AT ANY TIME BY SENDING WRITTEN NOTICE OF REVOCATION OR BY SUBMISSION OF A PROPERLY EXECUTED PROXY BEARING A LATER DATE TO THE TRANSFER AGENT OR BY VOTING IN PERSON AT THE MEETING.

Date and Time:

June 13, 2014, 11:00 a.m., Atlantic Time

Date Proxy Materials Are First Made Available to Shareholders:

April 29, 2014

Place:

Rosewood Tucker’s Point, 60 Tucker’s Point Dr., Hamilton Parish, HS 02 Bermuda.

Record Date:

April 11, 2014

Electronic Voting:

Place your vote by visiting www.signetjewelers.com/shareholders

Our Corporate Governance Policies Reflect Best Practices

Our Executive Compensation Programs Incorporate Strong Governance Features

The Company received strong shareholder support for its Fiscal 2013 executive compensation program with 98% of votes cast approving our advisory resolution in June 2013. As in prior years, the Committee considered this input from our shareholders as well as input from other stakeholders as part of its annual review of the executive compensation program. Following this review and based on the Committee’s assessment of the program, the Compensation Committee continued to apply the same principles in determining the amounts and types of executive compensation for Fiscal 2014.

SHAREHOLDERS WHO BENEFICIALLY OWN AT LEAST FIVE PERCENT OF THE COMMON SHARES

The following table shows all persons who were known to us to be beneficial owners (determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as

amended (the “Exchange Act”)) of more than five percent of the Common Shares as of April 11, 2014. This table is based upon reports filed with the United States Securities and Exchange Commission (the “SEC”). Copies of these reports are publicly available from the SEC on its website, www.sec.gov.

OWNERSHIP BY DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS

The following table shows the number of Common Shares of the Company beneficially owned (determined in accordance

with Rule 13d-3 of the Exchange Act) as of April 11, 2014 by each current Director, each executive officer named in the Summary Compensation Table, and all of the Company’s executive officers and Directors as a group:

See Compensation Discussion and Analysis and Director Compensation below for a discussion of the Company’s Common Share ownership policies applicable to executive officers and Directors, respectively.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company’s Directors, executive officers and persons who own more than 10% of a registered class of our equity securities to file with

the SEC reports of ownership and changes in ownership. Executive officers, Directors and such security holders are required by SEC regulation to furnish the Company with copies of all such forms which they file. To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company and information provided by the reporting persons, all of its Directors and executive officers filed the required reports on a timely basis during Fiscal 2014.

FEES AND SERVICES OF KPMG

The Audit Committee has adopted a policy requiring advance approval of the Company’s independent registered public accounting firm’s fees and services by the Audit Committee. The Audit Committee reviews all approved services and fees at subsequent meetings. This policy also prohibits the Company’s independent registered public accounting firm from performing certain non-audit services for the Company including: (i) bookkeeping, (ii) systems design and implementation, (iii) appraisals or valuations, (iv) actuarial services, (v) internal audit, (vi) management or human resources services, (vii) investment advice or investment banking, (viii) legal services and (ix) expert services unrelated to the audit. All fees paid by the Company to KPMG for Fiscal 2014 and Fiscal 2013 as shown in the table below were approved by the Audit Committee pursuant to this policy.

The following table presents fees for professional audit services provided by KPMG for Fiscal 2014 and for the fiscal year ended February 2, 2013 (“Fiscal 2013”) for their respective audits of the Company’s consolidated financial

statements and the effectiveness of internal control over financial reporting for Fiscal 2014 and Fiscal 2013, and for their respective reviews of the Company’s unaudited condensed consolidated interim financial statements. This table also reflects fees for other services rendered by KPMG during Fiscal 2014 and Fiscal 2013.

EXPLANATION

Our Board of Directors recognizes the interest our Shareholders have in the compensation of our executives. In recognition of that interest and as required by the Dodd-Frank Act, we are providing our Shareholders with the opportunity to cast a vote, on a non-binding advisory basis, on the compensation of our named executive officers as disclosed pursuant to the compensation disclosure rules of the SEC as set forth in this Proxy Statement (also referred to as “Say-on-Pay”).

As described in our CDA, Signet’s compensation philosophy has been designed to deliver competitive total compensation upon the achievement of annual and long-term financial goals that will attract, motivate and retain leaders who will drive the creation of Shareholder value. Total compensation is targeted at approximately the median of a customized group of comparator companies.

The Committee believes that our executive compensation programs, executive officer pay levels and individual pay actions approved for our executive officers, including our named executive officers, are directly aligned with our executive compensation philosophy, fully support its goals and provide an appropriate balance between risk and incentives. (Shareholders are urged to read the CDA section of this Proxy Statement, which discusses in greater detail how our compensation policies and procedures implement our executive compensation philosophy.)

We are asking our Shareholders to indicate their support for our named executive officer compensation as described in this Proxy Statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. Accordingly, we will ask our Shareholders to vote FOR the following resolution at the Annual General Meeting:

“RESOLVED, that the compensation paid to Signet’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Disclosure and Analysis, compensation tables and narrative discussion is hereby APPROVED.”

Shareholders should note that the vote is advisory and not binding on the Company and its Board of Directors or Compensation Committee. Our Board of Directors and Compensation Committee value the opinion of our Shareholders, and to the extent there is any significant vote against the named executive officer compensation as disclosed in our Proxy Statement, we will consider our Shareholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

Background

On March 23, 2009, the Board adopted and the shareholders subsequently approved the Signet Jewelers Limited Omnibus Incentive Plan (the “Omnibus Plan”), including the list of potential performance goals and related provisions set forth in such plan for awards that are intended to qualify for the performance-based compensation exception to Section 162(m) of the Internal Revenue Code of 1986 (the “Code”) (“Section 162(m)”). The Board is asking the shareholders to re-approve the material terms of the performance goals under the Omnibus Plan. For purposes of Section 162(m) and this Proposal 4, the material terms of the performance goals under the Omnibus Plan include: (1) the employees eligible to receive compensation; (2) a description of the business criteria on which the performance goals are based; and (3) the maximum amount of compensation that could be paid to any employee under the Omnibus Plan during a specified period if the performance goals are satisfied. This proposal does not seek any amendment of the existing provisions of, or performance goals contained within, the Omnibus Plan. Rather, this proposal is being presented to shareholders solely to address the periodic approval requirements of Section 162(m) described below.

A copy of the Omnibus Plan, which is identical to the version approved by shareholders in Fiscal 2010, is attached to this Proxy Statement as Exhibit A. The description of the Omnibus Plan herein is qualified in its entirety by the actual terms of the Omnibus Plan, as set forth in Exhibit A. Shareholders are urged to read the Omnibus Plan before determining how to vote on this Proposal.

Section 162(m) Approval

Section 162(m) imposes an annual deduction limit of $1 million on the amount of compensation paid to each of the principal executive officer and the next three most highly compensated employees (other than the principal financial officer). The deduction limit does not apply to performance-based compensation that satisfies the requirements of Section 162(m). Section 162(m) requires generally that (1) amounts

be paid pursuant to an objective formula; (2) the compensation committee certifies that the performance goals in the formula have been satisfied; and (3) the shareholders approve the material terms of the Plan. The material terms of the performance goals of the Omnibus Plan were previously approved by the shareholders in Fiscal 2010 and the Omnibus Plan preserved the authority of the Compensation Committee to change the targets under a performance goal.

Section 162(m) provides that if a compensation committee has authority to change the targets under a performance goal after shareholder approval of the material terms of the performance goals, then the material terms of the performance goals must be disclosed to and re-approved by shareholders no later than the first shareholder meeting that occurs in the fifth year following the year in which shareholders previously approved the material terms of the performance goals. Shareholder approval of this Proposal is intended to constitute re-approval of the material terms of the performance goals under the Omnibus Plan for purposes of the approval requirements of Section 162(m).

There have been no changes to the material terms of the performance goals under the Omnibus Plan since the approval of such goals by the Shareholders in Fiscal 2010. In order to continue to provide the Company with the ability to grant performance-based compensation awards under the Omnibus Plan, the Company is submitting the material terms of the performance goals of the Omnibus Plan to the Shareholders for re-approval.

Purpose of the Omnibus Plan

The Omnibus Plan is intended to attract, retain and motivate officers, employees, and non-employee directors providing services to the Company, any of its subsidiaries or affiliates and to promote the success of the Company’s business by providing the participants with appropriate incentives.

New Plan Benefits

The benefits or amounts that individuals will receive in the future under the Omnibus Plan are not determinable. In Fiscal

2014, the named executive officers were granted awards as set forth in the Grants of Plan-Based Awards table on page 41 of this Proxy Statement. In Fiscal 2014, the executive officers as a group were granted awards for 171,261 shares (consisting of 57,087 time-based restricted shares and 114,174 performance-based restricted share units), non-executive officer employees as a group were granted awards for 153,699 shares (consisting of 51,233 time-based restricted shares and 102,466 performance-based restricted share units), and non-employee directors as a group were granted awards for 14,313 shares.

Omnibus Plan Description

Administration

The Omnibus Plan is administered by the Compensation Committee, or any other committee designated by the Board. The Compensation Committee has broad discretion and authority to interpret and administer the Omnibus Plan, select individuals to receive awards, determine the type and amount of awards and the terms and conditions of each award, and waive or modify any terms or conditions of any award, in each case, subject to certain limitations set forth in the Omnibus Plan and below (see “Amendment and Termination”). To the extent applicable, the Compensation Committee shall have at least two members, each of whom is intended to constitute an “outside director” within the meaning of Section 162(m), a “non-employee director” within the meaning of Rule 16b-3 of the Exchange Act and an “independent director” within the meaning of the listing requirements of any exchange on which the Company is listed. All actions taken and all interpretations and determinations made by the Compensation Committee or by the Board in respect of the Omnibus Plan shall be final and binding upon all interested individuals.

Eligibility

Officers, employees and directors of the Company, its subsidiaries and affiliates who are selected from time to time by the Compensation Committee may be granted awards under the Omnibus Plan. The receipt of an award in one year under the Omnibus Plan will not confer upon any individual the right to receive additional awards in any other year. As of April 29, 2014, the Company had approximately 350 officers and employees, and 10 directors who were eligible to receive awards under the Omnibus Plan. At this time, the number of officers, employees and directors that will participate in the Omnibus Plan cannot be determined precisely, nor can the benefits or amounts that will be received by or allocated to participating employees, officers and directors.

Shares Subject to Omnibus Plan

Subject to adjustment upon certain corporate events described below, the total number of Common Shares (or “shares”) that may be issued to participants under the Omnibus Plan is 7,000,000 shares. As of April 29, 2014, 5,529,997 shares remain available to be awarded, plus any additional shares underlying outstanding awards that may again become available for award pursuant to the terms of the Omnibus Plan.

Maximum Awards

The maximum number of shares with respect to awards denominated in shares that may be granted to any participant in any fiscal year of the Company is 1,300,000 shares (subject to permissible adjustments under the Omnibus Plan), and the maximum value of cash payable with respect to awards denominated in cash or property that may be granted to any participant in any fiscal year of the Company is $5,000,000 (subject to permissible adjustments under the Omnibus Plan). The Omnibus Plan enables the grant of stock options, stock appreciation rights, restricted stock, other stock-based awards (including, without limitation, restricted stock units and phantom awards) and performance-based compensation. Under the Omnibus Plan, the fair market value of a share generally means, as of any date (and in accordance with applicable provisions of Section 409A of the Code), the average of the high and low trading price on the New York Stock Exchange or any other recognized stock exchange or any established over-the-counter trading system on which dealings take place or, in the absence of such an established market, the fair market value shall be determined by the Compensation Committee in good faith.

Stock Options and Stock Appreciation Rights

A stock option granted under the Omnibus Plan permits a participant to buy from the Company a stated number of shares at a stated exercise price. Stock options awarded under the Omnibus Plan may be nonqualified stock options or incentive stock options. An incentive stock option is a stock option intended to meet the requirements of Sections 421 and 422 of the Code, and a nonqualified stock option is any stock option that is not an incentive stock option. Stock appreciation rights entitle a participant to receive an amount (in cash or shares or a combination of cash and shares) by which the fair market value of a specified number of shares on the exercise date exceeds the grant price established by the Compensation Committee. Stock appreciation rights may be awarded either alone or in tandem with stock options. The Compensation Committee will set the exercise or grant price at the time of grant, which will be no less than the fair market value of a

share as of the date of grant (or, in the case of an incentive stock option granted to a ten percent shareholder, not less than 110% of the fair market value of a share on the date of grant). Stock options and stock appreciation rights granted under the Omnibus Plan will be subject to other terms and conditions as determined by the Compensation Committee, including vesting restrictions (such as time vesting and/or performance vesting), term, and exercisability. No stock option or stock appreciation right shall have a term of more than ten years from the date of grant.

Restricted Stock

A restricted stock award is a grant of a specified number of shares to the participant, which shares are subject to forfeiture upon certain events, including without limitation termination of employment under certain circumstances during the restricted period and/or failure to meet performance goals. The Compensation Committee will fix the terms and conditions applicable to awards of restricted stock (including number of shares, conditions under which restricted stock may be forfeited, voting rights, dividend rights and any other terms and conditions that the Compensation Committee may determine). The period that the restricted stock is generally subject to forfeiture shall be no less than three years for restricted stock with time-based vesting and no less than one year for restricted stock with performance-based vesting. However, up to 10% of shares available for issuance under the Omnibus Plan may be granted pursuant to restricted stock and other stock-based awards absent any minimum vesting period.

Other Stock-Based Awards

The Compensation Committee may grant awards that are valued by reference to, or are otherwise based on, the fair market value of shares. The Compensation Committee shall determine terms and conditions of such awards, including the right to receive one or more shares (or the equivalent cash value of such shares) upon the completion of a specified period of service, the occurrence of an event, and/or the attainment of performance objectives. The period that such awards are generally subject to vesting shall be no less than three years for an award with time-based vesting and no less than one year for an award with performance-based vesting. However, up to 10% of shares available for issuance under the Omnibus Plan may be granted pursuant to restricted stock and other stock-based awards absent any minimum vesting period.

Performance Goals

The Compensation Committee may structure any award under the Omnibus Plan to qualify as “qualified performance-based compensation” within the meaning of Section 162(m) so that the Company may generally deduct amounts paid to participants pursuant to such awards. Stock options and stock appreciation rights awarded under the Omnibus Plan are expected to qualify as performance-based compensation under Section 162(m). For any other award to so qualify, it shall be granted in accordance with Section 162(m), including, without limitation, that vesting, crediting and/or payment shall be conditioned on achievement of objective performance goals established by the Compensation Committee not later than 90 days after the commencement of a performance period (but in no event after 25% of the performance period has elapsed) and at a time the outcome of such performance goals is substantially uncertain, and that the Compensation Committee shall certify in writing that the performance goals or other material terms have been satisfied prior to vesting, crediting, and/or payment, as applicable, of any award.

The performance goals shall be based on one or more of the following criteria set forth in the Omnibus Plan: (i) consolidated earnings before or after taxes (including earnings before interest, taxes, depreciation and amortization); (ii) net income; (iii) operating income; (iv) earnings per share; (v) book value per share; (vi) return on shareholders’ equity; (vii) expense management; (viii) return on investment; (ix) improvements in capital structure; (x) profitability of an identifiable business unit or product; (xi) maintenance or improvement of profit margins; (xii) stock price; (xiii) market share; (xiv) revenues or sales; (xv) costs; (xvi) cash flow; (xvii) working capital; (xviii) return on assets; (xix) store openings and refurbishment plans; (xx) staff training; and (xxi) corporate social responsibility policy implementation. The foregoing criteria may be (i) used to measure the performance of the Company and/or any of its subsidiaries or affiliates as a whole, any business unit thereof or any combination thereof against any goal including past performance or (ii) compared to the performance of a group of comparable companies or a published or special index, in each case that the Compensation Committee, in its sole discretion, deems appropriate. Subject to Section 162(m), the Compensation Committee may adjust the performance goals (including to prorate goals and payments for a partial Signet fiscal year) in the event of non-recurring events, mergers and acquisitions and financing transactions.

Adjustments

In the event of any corporate event or transaction involving the Company, its subsidiary, and/or its affiliate such as a merger, consolidation, reorganization, recapitalization, separation, stock dividend, stock split, reverse stock split, split up, spin-off, combination of shares, exchange of shares, dividend in kind, amalgamation, or other like change in capital structure (other than normal cash dividends), or any similar corporate event or transaction, the Compensation Committee shall make any appropriate adjustments or substitutions to awards to prevent dilution or enlargement of the benefits or potential benefits available under the Omnibus Plan. The Compensation Committee shall substitute or adjust, in its sole discretion, the number and kind of shares or other property that may be issued under the Omnibus Plan or under awards, the number and kind of shares or other property subject to outstanding awards, the exercise or grant price applicable to outstanding awards, the annual award limits, and/or other value determinations applicable to the Omnibus Plan or outstanding awards.

Change of Control

If a “Change of Control” (as defined in the Omnibus Plan) occurs, unless otherwise prohibited by applicable law, or unless the Compensation Committee otherwise shall determine in an award agreement, the Compensation Committee may (but is not required to) make adjustments in the terms of outstanding awards, such as: (i) continuation or assumption by the surviving company or its parent; (ii) substitution by the surviving company or its parent of awards with substantially the same terms; (iii) accelerated exercisability, vesting and/or lapse of restrictions immediately prior to the occurrence of such event; (iv) upon written notice, provision for mandatory exercise of any outstanding awards, to the extent then exercisable, during a certain period (contingent on the consummation of the Change of Control) at the end of which the awards terminate; and (v) cancellation of all or any portion for fair value (as determined by the Compensation Committee). While it is the Compensation Committee’s intention in the event of a Change of Control to make adjustments in the terms of outstanding awards in accordance with (i) and (ii) above, as the Compensation Committee is unable to predict the exact circumstance of any Change of Control, it is considered prudent to reserve to itself the discretion of considering alternatives (iii), (iv) and (v) if the circumstances warrant it.

Amendment and Termination

The Compensation Committee may amend or terminate the Omnibus Plan or any award at any time. However, no such

amendment or termination generally can be made (other than under circumstances specified in the Omnibus Plan) (i) without shareholder approval (A) if such approval is necessary to comply with any tax or regulatory requirement applicable to the Omnibus Plan, (B) if such amendment or termination increases the number of shares available under the Omnibus Plan, (C) if such amendment or termination results in a material increase in benefits permitted under the Omnibus Plan (but excluding increases that are immaterial and to benefit the administration of the Omnibus Plan, to take account of any changes in legislation, or to obtain or maintain favorable tax or regulatory treatment) or a change in eligibility requirements under the Omnibus Plan, or (D) for any amendment or termination that results in a reduction of the exercise price per share of any outstanding options or stock appreciation rights or cancellation of any outstanding options or stock appreciation rights in exchange for cash or for other awards with an exercise price per share that is less than such price of the original options or stock appreciation rights and (ii) without the written consent of the affected participant if such amendment or termination would materially diminish the rights of such participant under an outstanding award. However, the Compensation Committee may amend or terminate the Omnibus Plan or an award absent the consent of any participant to comply with applicable laws. Unless sooner terminated by the Compensation Committee, the Omnibus Plan shall terminate on the tenth anniversary of the date of its adoption by the Board.

Awards to Non-U.S. Employees or Directors

In order to comply with the laws in countries other than the U.S. in which the Company or any of its subsidiaries or affiliates operates or has employees or directors, the Compensation Committee, in its sole discretion, may grant awards to employees or directors in such countries that comply with applicable law and any necessary or advisable regulatory exemptions or approvals.

Other Terms

The Omnibus Plan and each award agreement shall be governed by the laws of the State of New York. Unless otherwise determined by the Compensation Committee, an award shall not be transferable or assignable by the participant except in the event of his death (subject to the applicable laws of descent and distribution). In any case, no transfer will be permitted for value or consideration. Each participant waives all and any rights to compensation or damages in consequence of the termination of his service with the Company, its subsidiary or its affiliate for any reason whatsoever, whether lawfully or otherwise, insofar as those

rights arise or may arise from his ceasing to have rights under the Omnibus Plan as a result of such termination, or from the loss or diminution in value of such rights. The Omnibus Plan is not funded and is not subject to any provision of the Employee Retirement Income Security Act of 1974, as amended, nor is it a qualified employee benefit plan under Section 401(a) of the Code.

Federal Income Tax Consequences for Awards Granted Pursuant to the Omnibus Plan

The following is a brief summary of the current material US federal income tax consequences that will generally apply to participants who are granted awards under the Omnibus Plan and are subject to US income tax. This summary does not describe state, local or foreign tax consequences or any tax consequences related to awards other than stock options, stock appreciation rights, restricted stock or other stock-based awards. Because the US federal income tax rules governing awards are subject to change and depend on individual circumstances, participants should consult their tax advisors before receiving or exercising awards or disposing of stock acquired pursuant to awards.

Nonqualified Stock Options and Stock Appreciation Rights. A participant will not recognize any income at the time a nonqualified stock option or stock appreciation right is granted, and the Company will not be entitled to a deduction at that time. When a nonqualified stock option or a stock appreciation right is exercised, the participant will recognize ordinary income in an amount equal to the excess of the fair market value of the shares received as of the date of exercise over the exercise price. The Company will generally be entitled to a tax deduction with respect to a nonqualified stock option or stock appreciation right at the same time and in the same amount as the participant recognizes income, subject to the possible limitations on deductibility under Sections 280G and 162(m) of the Code for compensation paid to executives designated in those Sections. The participant’s subsequent disposition of the shares generally will give rise to capital gain or loss equal to the difference between the (i) sale price and (ii) the sum of the exercise price the participant paid for the shares, plus the ordinary income the participant recognized upon exercise. Such capital gain (or loss) will be taxable as long-term capital gain (or loss) if the participant has held the shares for more than one year following exercise, and short-term capital gain (or loss) if the participant has held the shares for one year or less following exercise.

Incentive Stock Options. Incentive stock options (“ISOs”) are intended to qualify for treatment under Sections 421 and 422 of the Code. A participant will not recognize any income at the time an ISO is granted or at the time an ISO is exercised, and the Company will not be entitled to a deduction. However, the excess of the fair market value of the shares on the date of exercise over the exercise price paid is treated as an adjustment item in determining the participant’s alternative minimum tax. If a participant disposes of the shares acquired on exercise of an ISO after two years after the date of grant of the ISO and one year after the date of exercise of the ISO (the “holding period”), the excess of the sale price over the option exercise price will be long-term capital gain subject to the applicable tax rates. If the participant disposes of the shares prior to the end of the holding period, the participant will recognize ordinary income in the year of the disposition equal to the lesser of (i) the fair market value of the shares on the date of exercise over the exercise price, or (ii) the amount received for the shares over the exercise price. Any further gain or loss will be treated as long-term or short-term capital gain or loss. The Company will generally be entitled to a deduction at the same time and in the same amount as the participant recognizes ordinary income upon a disqualifying disposition, subject to the possible limitations on deductibility under Sections 280G and 162(m) of the Code for compensation paid to executives designated in those Sections. It is not the Committee’s intention at this time to grant ISOs but the Committee feels it is prudent to retain the discretion to do so in the event that circumstances warrant doing so.

Restricted Stock. A participant will generally recognize ordinary income equal to the fair market value of the shares received at the first time the restricted shares “vest” (i.e., become transferable or are not subject to a substantial risk of forfeiture, whichever occurs earlier). However, a participant may make an election under Section 83(b) of the Code within 30 days after the grant date to be taxed at the time of grant, rather than at the time of vesting. If a participant makes such an election and subsequently forfeits such shares prior to vesting, (i) the participant will not be allowed a deduction for the amount the participant included as ordinary income after making such election, and (ii) the participant may recognize a capital loss in the amount, if any, by which the price that the participant paid (if any) exceeds the amount the participant received upon such forfeiture of shares. The Company generally will be entitled to a

deduction at the same time and in an amount equal to the ordinary income recognized by the participant, subject to the possible limitations on deductibility under Sections 280G and 162(m) of the Code for compensation paid to executives designated in those Sections. Any otherwise taxable disposition of the restricted stock after vesting will result in a capital gain or loss (long-term or short-term, depending on the holding period). Dividends paid in cash and received by a participant prior to the time of vesting will constitute ordinary income to the participant in the year paid, and the Company will generally be entitled to a corresponding deduction for such dividends. Any dividends paid in stock will be subject to the tax treatment described herein.

Other Stock-Based Awards. The Committee may grant awards that are based on the fair market value of shares. Such awards may include restricted stock units, performance units, phantom stock, or deferred stock units. Upon receipt of cash and/or shares, a participant will recognize ordinary income equal to the amount of cash and/or the fair market value of the shares received, and the Company will be entitled to a corresponding deduction in the same amount and at the same time, subject to the possible limitations on deductibility under Sections 280G and 162(m) of the Code for compensation paid to executives designated in those Sections. If such awards are settled in whole or in part in shares, upon the participant’s subsequent disposition of the shares the participant will recognize a capital gain or loss (long-term or short-term, depending on the holding period) equal to the difference between the amount realized upon disposition and the participant’s tax basis in the shares.

Section 162(m) of the Code. Section 162(m) of the Code generally denies a federal income tax deduction to the Company for compensation in excess of $1 million per year paid to the principal executive officer and the next three most highly compensated officers (other than the principal financial officer). This denial of deduction is subject to an exception for “qualified performance-based compensation”. Although the

Compensation Committee has designed the Omnibus Plan with tax considerations in mind, the Compensation Committee retains the flexibility to authorize compensation that may not be deductible if the Committee believes doing so is in the best interests of the Company.

Section 409A of the Code. Section 409A of the Code (“Section 409A”) applies to certain “nonqualified deferred compensation” and would impose adverse consequences if an award under the Omnibus Plan is neither exempt from, nor compliant with, the requirements of Section 409A. Such adverse consequences include, but are not limited to, immediate income inclusion of the ordinary income that would be recognized if the rights are exercised at the date of vesting, a 20% tax on the amount required to be included in income, and interest at a penalty rate. The Company intends that any awards granted under the Omnibus Plan be exempt from or structured to comply with Section 409A. However, if an award is subject to Section 409A, absent the participant’s consent, the Committee may amend the Omnibus Plan and such award, or take any other actions necessary to comply with, or exempt, such award from Section 409A.

Federal Income Tax Consequences of Failure to Approve Proposal

Section 162(m) generally denies a federal income tax deduction to the Company for compensation in excess of $1 million per year paid to the principal executive officer and the next three most highly compensated officers (other than the principal financial officer). If this Proposal 4 is not approved by the Shareholders of the Company, amounts payable under the Omnibus Plan would be subject to this deduction limitation, which could have an adverse effect on the Company’s net income. In addition, even if this Proposal is approved by Shareholders, nothing in this Proposal precludes the Company from granting awards that are not intended to be qualified performance-based compensation under Section 162(m), if deemed appropriate by the Compensation Committee.

EXPLANATION

Currently, the Bye-laws of the Company (a) do not allow the Board to hold meetings in the United Kingdom, (b) do not allow Directors to participate in Board meetings via telephone if they are located physically in the UK, and (c) provide that no UK resident can be an Alternate Director. As the Company has operations in the UK, the Board determined that it should have the flexibility to hold meetings in the UK in the future,

and to allow directors to telephonically participate in Board meetings at times when those directors are physically present in the UK. Several minor amendments to the Company’s Bye-laws are required to provide the Board with this flexibility to determine the most efficient manner in which to hold its meetings and to remove the impediment to participation in Board meetings by directors who are physically present in and/or resident in the UK.

SEPARATE AND INDEPENDENT CHAIRMAN

The Company has a Chairman of the Board who is separate from its Chief Executive Officer and whom the Board has determined to be independent under the NYSE Listing Standards. The Board considers it to be important for its effectiveness and efficiency to maintain a clear division of responsibilities between the leadership of the Board and the executive responsible for the day to day operations of the Company’s business; therefore the Board has determined that separating roles of Chairman and Chief Executive Officer is in the best interests of the Company at the present time.

The division of responsibilities between the Chairman and the Chief Executive Officer has been specifically determined by the Board.

In summary, the Chairman is responsible for:

CHIEF EXECUTIVE OFFICER

In summary the Board has determined that the Chief Executive Officer is responsible for:

EXECUTIVE SESSIONS OF INDEPENDENT DIRECTORS

Independent Directors meet regularly in executive session without management participation. At those meetings the Chairman presides. In addition, at least once per year the independent Directors, excluding the Chairman, meet separately in executive session to consider the independent Chairman’s performance. At those meetings, Russell Walls, Chairman of the Nomination and Corporate Governance Committee, presides.

INDEPENDENT DIRECTORS CONSTITUTE A MAJORITY OF THE BOARD

The Board currently comprises one executive Director and 9 independent Directors including the Chairman. The Board has affirmatively determined that each of the following Directors is “independent” under the NYSE Listing Standards: Todd Stitzer, Virginia Drosos, Dale Hilpert, Helen McCluskey, Marianne Miller Parrs, Thomas Plaskett, Robert Stack, Russell Walls and Eugenia Ulasewicz. In considering “independence” the Board considers any commercial, consulting, legal, accounting, charitable or any other business or non-business relationships that a Director or his or her immediate family may have with the Company. No such relationship exists for any of the independent Directors.

BOARD SELF-EVALUATION

The Directors conduct an annual evaluation of the workings and efficiency of the Board and of each of the Board committees on which they serve and make recommendations for change, if required.

DIRECTOR ATTENDANCE AT ANNUAL GENERAL MEETINGS

All of the Directors are required to attend Annual General Meetings. The Board schedules a Board meeting on the date of the Annual General Meeting of Shareholders to facilitate attendance at the Annual General Meeting by the Directors. All of the Directors who were in office at the time attended the Annual General Meeting held in June 2013.

MEETINGS AND ATTENDANCE DURING FISCAL 2014

In Fiscal 2014, the Board met eleven times (including meetings by telephone). All incumbent Directors attended at least 98.5% of the aggregate number of meetings of the Board and those Board committees on which they served during their period of service in Fiscal 2014.

COMMUNICATION WITH DIRECTORS

Any member of the public who wishes to send communications to the Board of Directors, the Chairman or any other individual Director may do so in writing, addressed to Mark A. Jenkins, Signet Company Secretary, c/o Signet Group Services Limited, at 110 Cannon Street, London EC4N 6EU, UK. All such communications will be reviewed promptly by the Signet Company Secretary and, where considered appropriate, sent to the director(s) or Committee Chair with a copy to the Chairman.

TRANSACTIONS WITH RELATED PERSONS

The Board has adopted written policies and procedures for the review, approval or ratification of transactions in which the Company participates and in which any Director or executive officer, any nominee for election as a Director, or any five percent holder of the Company’s securities, or any immediate family member of such an officer, Director or nominee or security holder, has a direct or indirect material interest. In determining whether to approve or ratify any such transaction, the Board, on the recommendation of the Nomination and Corporate Governance Committee and/or the Audit Committee (dependent upon the nature of the transaction), would consider whether, based on the specific facts and circumstances of the transaction, such a transaction would be in the best interests of the Company. Any transaction considered to jeopardize the independence of the Director, be

contrary to law or regulation, or potentially create or give the appearance of a conflict of interest (also required to be avoided pursuant to the Code of Ethics for Senior Officers and the Code of Conduct) would be prohibited.

The Company did not participate in any related person transactions in Fiscal 2014.

RISK MANAGEMENT AND ROLE OF THE BOARD IN RISK OVERSIGHT

The identification of major business risks is carried out in conjunction with operational management and appropriate steps are taken to monitor and mitigate risks. The Signet Vice President, Internal Audit & Risk Management, who is not a named executive officer of the Company, co-ordinates the collection of risk management information and is responsible for assessing Signet’s day to day risk management processes and internal control structure, ensuring such processes satisfy the applicable standards at both divisional and corporate levels. His findings are reported to the Audit Committee.

The Risk Management Committee (the “RMC”), which is chaired by the Signet Vice President, Internal Audit & Risk Management, has a written charter approved by the Board; its members include the Company’s Chief Financial Officer, the Signet Controller, the Divisional Chief Financial Officers and the Divisional Heads of Risk. The RMC meets at least four times a year and reviews Signet’s risk management processes, the consolidated principal risks identified by the Company, emerging issues and new regulations. The Signet Vice President, Internal Audit & Risk Management and the Chairman of the Audit Committee meet periodically to discuss key matters arising from Signet’s risk management process and as appropriate, reports are made to the Board. Risk and control committees also have been established at both divisional and corporate levels. Each divisional committee is chaired by the US divisional Chief Executive Officer or UK Managing Director, respectively, and the corporate committee is chaired by the Chief Financial Officer. Each committee has a written charter and requires participation by the executive management teams. The Signet Vice President, Internal Audit & Risk Management, attends all divisional and corporate risk management committee meetings to provide a consistent approach and additional review.

In its role in providing oversight of risk management, the Board will: annually agree on the prioritized risks impacting the Board and associated responsibilities; periodically invite the US divisional Chief Executive Officer or UK Managing Director, respectively, to present to the Board their prioritized

risks impacting the Company and strategies for risk mitigation; and review Signet’s internal controls and risk governance framework and developments thereof. In addition, on a periodic basis, the Board reviews risk and internal audit updates provided by the Chairman of the Audit Committee and on a quarterly basis it reviews and discusses reports provided by the Signet Vice President, Internal Audit & Risk Management, on divisional risk management activity.

COMPENSATION POLICIES AND RISK TAKING

Policies and Risk Taking

The Compensation Committee has evaluated the Company’s policies and practices of compensating its employees and has determined that they are not reasonably likely to have a material adverse effect on the Company. The Compensation Committee has reached this conclusion based in part on a review conducted by its independent consultant that analyzed the Company’s compensation policies and practices for all employees, including executive officers. The Compensation Committee noted several aspects of the compensation programs that reduce the likelihood of excessive risk-taking:

CORPORATE GOVERNANCE GUIDELINES AND CODES OF CONDUCT AND ETHICS

The Company has adopted a set of corporate governance guidelines that address a number of corporate governance matters in accordance with NYSE rules and are available at www.signetjewelers.com/guidelines. The Company strives to act in accordance with the laws and customs of each country in which it operates; to adopt proper standards of business practice and procedure; to operate with integrity; and to observe and respect the culture of each country in which it operates. To that end, Signet has adopted a statement of social, ethical and environmental principles and supporting policies applicable to all officers and employees of the Company and complies with the requirements of the NYSE. In addition, Signet has a policy on business integrity, as well as more detailed guidance and regulations as part of Signet’s staff induction, training and operational procedures. These policies include a code of business conduct and ethics that is applicable to all directors, officers and employees, as

well as a Code of Ethics for the Chairman, CEO, Directors and senior officers.

Copies of these codes are available from www.signetjewelers.com/ethics.

INTERNAL CONTROLS AND RISK MANAGEMENT SYSTEMS

The internal controls system is designed to safeguard Shareholders’ investments and Signet’s assets, both tangible and intangible, including the reputation of Signet with its various stakeholders. Procedures are in place to ensure the maintenance of proper accounting records, the reliability of the financial information used within the business or for publication and the determination of disclosure obligations. These procedures also cover public disclosure on a timely basis of certain information to the investment markets. However, such procedures are designed to manage rather than wholly eliminate certain risks of failure to achieve business objectives and can provide only reasonable, not absolute, assurance against material misstatement or loss.

Signet’s disclosure control procedures are designed to help ensure that processes and procedures for information management are in place at all levels of Signet. The disclosure control procedures aim to provide reasonable assurance that any information disclosed by Signet is recorded, processed, verified, and summarized appropriately and on a consistent basis. The procedures are also designed to provide reasonable assurance that information is accumulated and communicated to management to allow timely decisions to be made regarding required disclosure. Signet’s Disclosure Control Committee has formalized terms of reference and consults with Signet’s external advisers and auditor, as necessary. These procedures are designed to enable Signet to make timely, appropriate and accurate public disclosures. The activities and findings of the Disclosure Control Committee are reported to the Audit Committee and are subject to periodic internal audit review.

Key procedures designed to provide effective internal controls are:

BOARD COMMITTEES

Certain matters are delegated to Board Committees, each with a written charter setting forth each committee’s purpose, procedures, responsibilities and powers. The principal committees are the Audit, Compensation, and Nomination and Corporate Governance Committees. The composition of each Board Committee is set out below and the Signet Company Secretary acts as secretary to each Committee. Each of the Committees acts in accordance with its charter, as adopted by the Board, which is reviewed annually and is available on request from the Signet Company Secretary and may be downloaded from www.signetjewelers.com.

AUDIT COMMITTEE

The primary function of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities with respect to the Company’s financial matters.

All of the members of the Audit Committee have significant financial experience as a result of senior executive positions held in other companies. The Audit Committee met nine times in Fiscal 2014.

The Board has determined that all members of the Audit Committee are financially literate, and that Ms. Parrs is qualified as the “audit committee financial expert” within the meaning of SEC regulations.

The Audit Committee’s responsibilities include:

THE COMPENSATION COMMITTEE

The Compensation Committee’s responsibilities include:

The compensation of the independent Directors is determined by the full Board on the basis of recommendations made by the Compensation Committee as a result of consultation with the Chairman and Chief Executive Officer. Such recommendations will be made after consideration of, among other factors, external comparisons, the time commitment and the responsibilities of the independent Directors.

The Compensation Committee met five times during Fiscal 2014.

The Compensation Committee has retained the services of an independent compensation consultant, Meridian Compensation Partners (“Meridian”). Meridian provides services to the Compensation Committee in connection with its review of executive and non-employee director compensation practices, including the competitiveness of

executive and director pay levels, executive incentive design issues, market trends in executive and director compensation and technical considerations. Meridian’s services to the Company are limited to advising the Compensation Committee on executive and director compensation; Meridian does no other work for the Company. The Compensation Committee reviews and evaluates the independence of its consultant each year and has the final authority to hire and terminate the consultant. In considering Meridian’s independence, numerous factors were reviewed relating to Meridian and the individuals employed by Meridian who provided services to Signet, including those factors required to be considered pursuant to SEC and NYSE rules. Based on a review of these factors, the Compensation Committee has determined that Meridian is independent and that its work has not raised any conflict of interest.

For additional information regarding the operation of the Compensation Committee, including the role of consultants and management in the process of determining the amount and form of executive compensation, see “Compensation Discussion and Analysis” below.

THE NOMINATION AND CORPORATE GOVERNANCE COMMITTEE

The Nomination and Corporate Governance Committee’s responsibilities include:

The Nomination and Corporate Governance Committee uses the services of external recruitment agencies to identify suitable candidates for senior executive posts and for all Board appointments, with interviews carried out in accordance with a formal process.

In evaluating candidates, the criteria that the Nomination and Corporate Governance Committee generally views as relevant and are likely to consider includes experience, particularly experience that is specifically relevant to the business, or reflects an area of expertise, background or diversity that the Committee feels is either missing or would be particularly important to the Board’s effectiveness and efficiency. The candidate must also possess the highest level of personal and professional ethics and integrity and be prepared to commit to the time and effort on a consistent basis that are necessary to fulfill the duties and responsibilities of the position.

When the role of the Chairman or any matter relating to succession to that role is discussed, the Chairman may be consulted, but the responsibility for preparing a job specification and making any recommendation to the Board rests with the Nomination and Corporate Governance Committee, which also reviews a number of other senior appointments within Signet, such as that of the Signet Company Secretary & Chief Legal Officer.

A Shareholder who wishes to recommend an individual to the Nomination and Corporate Governance Committee for its consideration as a nominee for election to the Board may do so in writing to the Signet Company Secretary, c/o Signet Group Services Limited, 110 Cannon Street, London EC4N 6EU UK. The Nomination and Corporate Governance Committee will evaluate Shareholder recommendations for candidates to the Board in the same manner as candidates suggested by other Directors or search firms.

As more fully described in the Company’s Bye-laws, a Shareholder desiring to propose a person for election as a director must include in a written notice all of the information required to be disclosed in solicitations of proxies for election of directors, or as otherwise required pursuant to Regulation 14A under the Exchange Act. This includes the person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected and the name and address of the Shareholder and the number of shares of the Company owned as of record by such Shareholder.

The Nomination and Corporate Governance Committee met six times in Fiscal 2014.

The Company’s Annual Report to Shareholders on Form 10-K includes the audited consolidated balance sheets of the Company and its subsidiaries as of February 1, 2014 and February 2, 2013, and the related audited consolidated income statements, statements of comprehensive income, statements of cash flow, and statements of shareholders’ equity, for each of Fiscal 2014, Fiscal 2013 and the fiscal year ended January 28, 2012 (“Fiscal 2012”). These balance sheets and statements (the “Audited Financial Statements”) are the subject of reports by the Company’s independent registered public accounting firm, KPMG LLP (KPMG). The Audited Financial Statements are also available from www.signetjewelers.com.

The Audit Committee reviewed and discussed the Audited Financial Statements with the Company’s management and otherwise fulfilled the responsibilities set forth in its charter. The Audit Committee has also discussed with the Company’s management and independent registered public accounting firm their evaluations of the effectiveness of the Company’s internal control over financial reporting.

The Audit Committee has discussed with KPMG the matters required to be discussed under applicable Public Company Accounting Oversight Board (“PCAOB”) standards. The Audit Committee also received the written disclosures and the letter from KPMG required by applicable requirements of the PCAOB regarding KPMG’s communications with the Audit Committee concerning independence and discussed with KPMG its independence.

Based upon the review and discussions referred to above, the Audit Committee recommended to the Company’s Board that the Audited Financial Statements be included in the Company’s Annual Report on Form 10-K for Fiscal 2014.

MEMBERS OF THE AUDIT COMMITTEE

Marianne Miller Parrs (Chairman)

Russell Walls

Dale W. Hilpert

THE INFORMATION CONTAINED IN THE FOREGOING REPORT SHALL NOT BE DEEMED TO BE “SOLICITING MATERIAL” OR TO BE “FILED” WITH THE SECURITIES AND EXCHANGE COMMISSION, NOR SHALL THE INFORMATION BE INCORPORATED BY REFERENCE INTO ANY FUTURE FILING UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934, EXCEPT TO THE EXTENT THAT THE COMPANY SPECIFICALLY INCORPORATES IT BY REFERENCE IN A FILING.

Michael W. Barnes, 53, Chief Executive Officer and Director, was appointed to the Board in January 2011. Mr. Barnes joined the Company as Chief Executive Officer Designate on December 1, 2010 and became Chief Executive Officer on January 29, 2011. Prior to joining the Company, Mr. Barnes was President, Chief Operating Officer and director of Fossil, Inc., having served in those and other executive capacities at Fossil since 1985, and as a director of Fossil since the time it became a public company in 1993 and until December 1, 2010. Mr. Barnes is currently a director of Darden Restaurants Inc.

Ronald Ristau, 60, joined Signet as Chief Financial Officer Designate on April 15, 2010, and became Chief Financial Officer on June 26, 2010. Prior to joining the Company, he spent ten years with New York & Company, Inc., most recently as President, CFO and director. He has also held posts at Revlon, Inc., Playtex International, United Technologies Corporation and Peat, Marwick Mitchell & Co. Mr. Ristau is a Certified Public Accountant.

Mark A. Jenkins, 56, has been Signet Company Secretary since 2004 and Chief Legal Officer since 2012. Previously, he was Director and Company Secretary at COLT Telecom Group plc and Group Company Secretary at Peek plc. He is a barrister.

Mark Light, 52, became Chief Executive Officer of Signet’s US division in January 2006 having been President and Chief Operating Officer of the US division since 2002. Mr. Light is currently a director of Regis Corp. He joined Signet in 1978.

Edward Hrabak, 58, was promoted to Executive Vice President and Chief Operating Officer of the US division, effective June 30, 2012. Prior to this, he served as Senior Vice President and General Merchandising Manager from 2002, and held a number of management positions since joining Signet as a merchandise buyer in 1978. Mr. Hrabak is also a Governing Board member of the Diamond Empowerment Fund.

Robert Trabucco, 59, joined the US division in 2003 as Executive Vice President and Chief Financial Officer of the US division. He had previously worked for KLS Associates, a retail consulting practice.

Sebastian Hobbs, 44, became Managing Director of Signet’s UK division in July 2013 having been appointed Commercial Director of the UK division in 2011. Prior to joining Signet, Mr. Hobbs worked in a number of retail companies, most recently at Blacks Leisure Group plc for 5 years.

Shaun Carney, 48, joined Signet’s UK division as Finance Director in September 2013. Previously, Mr. Carney held a number of senior financial positions, most recently at HMV plc.

Michael Povall, 55, joined Signet’s UK division in April 2002 and became Chief Administrative Officer, UK Division in 2002. Prior to this, his career was predominantly in retail working in the food retail sector including roles in supply chain and retail operations. As Chief Administrative Officer, UK Division, Mr. Povall was responsible for Information Technology, Human Resources and Central Facilities. He will cease to be an executive officer of Signet effective April 30, 2014.

EXECUTIVE SUMMARY

Signet’s compensation program is designed to enable it to attract, incentivize and retain the executive talent needed to achieve Signet’s business objective of consistently outperforming the specialty retail jewelry market segment and delivering superior returns to shareholders.

While we generally performed well during Fiscal 2014 and continued to deliver value to our shareholders, we fell short of our target expectations for operating income growth and comparable store sales growth both of which were set at levels that required stretch performance. Accordingly, the Company’s annual incentive plan for Fiscal 2014 paid well-below target. However, our performance-based restricted share units, granted in Fiscal 2012 were determined to have vested at 200% of target based on the Company’s cumulative operating income performance for Fiscal 2012 through Fiscal 2014. More information with respect to both of these elements of our compensation program is provided on page 34.

To accomplish our corporate goals, we must employ, motivate and retain superior management. Therefore, we target total compensation at approximately the median of a customized group of comparator companies. Those companies have been specifically chosen to reflect various attributes similar to ours and also because they may pose a potential threat as to solicitation of our executives if compensation is not competitive. Executives are paid in a range around the median that is dependent upon, among other things, the executive’s experience, internal equity considerations and proven ability to consistently deliver superior performance.

The total aggregate compensation at target performance for the named executive officers for Fiscal 2014 fell below the comparator company median.

The principles underlying our executive compensation decisions are as follows:

THE ROLE OF THE COMPENSATION COMMITTEE

The Compensation Committee’s role is to set the compensation for Signet’s named executive officers to motivate them to achieve Signet’s business objectives and ensure that they are fairly rewarded for their individual contributions to Signet’s performance, having due regard to the interests of shareholders, the financial and commercial health of the business and pay and other conditions throughout Signet. It is also the role of the Committee to ensure that Signet’s compensation remains competitive as discussed earlier.

THE ROLE OF EXECUTIVES

Our CEO provides the Compensation Committee with a performance assessment for each of the other NEOs and makes recommendations for their target compensation levels, including salaries, target bonus levels, and equity awards. The Compensation Committee uses these assessments, along with other information, to determine final NEO compensation. Our CFO and Senior Vice President of Human Resources regularly attend Compensation Committee meetings at the request of the Committee, but are not present for the executive sessions or for any discussion of their own compensation.

THE ROLE OF COMPENSATION CONSULTANTS

The Compensation Committee regularly uses external independent advice. Meridian performs the following services on behalf of the Committee:

For more information on the Committee’s independent compensation consultant, Meridian, please refer to pages 25 and 26.

COMPETITIVE BENCHMARKING ANALYSIS

In analyzing the market data provided by Meridian, the Compensation Committee focuses on an established peer group of companies for benchmarking purposes where possible. The Compensation Committee annually reviews the composition of the peer group in order to assess its continued appropriateness. The Fiscal 2014 peer group had the following characteristics:

The Fiscal 2015 peer group remained largely uncharged except that Estee Lauder Companies Inc. was removed due to their lack of retail presence and Collective Brands was removed due to its acquisition.

This peer group was the primary source of market data for the Chief Executive Officer, Chief Financial Officer, and the Chief Executive Officer of the US division. For the COO of the US division, a broader retail company survey was used for benchmarking as there was not sufficient data available from our peer group. For the Chief Financial Officer of the US Division, Meridian and management determined an appropriate market benchmark was unavailable due to the

unique role responsibilities of the executive. Therefore, the position was benchmarked using internal comparisons rather than by using external references. For the former UK Chief Executive Officer, Meridian used data from a UK general industry survey covering 99 companies with median revenues of £493 million.

DETERMINING EXECUTIVE COMPENSATION

The Compensation Committee’s objective is to deliver and maintain competitive executive compensation in accordance with its compensation principles.

The Compensation Committee believes that the greater the responsibility and direct influence over the Company’s performance an executive officer has, the more his or her total compensation will be weighted toward incentive payments. The Compensation Committee considers the annual compensation benchmarking data described earlier, along with other factors such as an executive officer’s level of experience, the Company’s desire to retain the executive, the availability of replacement personnel, as well as the individual’s responsibilities and actual performance when setting target compensation levels.

COMPENSATION OVERVIEW, OBJECTIVES AND KEY FEATURES

The Compensation Committee also reviews tally sheets covering all elements of compensation and contingent payments upon all termination events.

An additional component of the compensation program is the benefits package, which includes retirement benefits and health and life insurance. This package has the objective of retaining executive officers over the course of their careers.

ELEMENTS OF EXECUTIVE COMPENSATION

(a) Base salary

Each named executive officer receives a fixed level of base annual salary as compensation for services rendered during the fiscal year. The CEO recommends base salaries for the named executive officers, other than himself, which are subject to approval by the Compensation Committee.

Separately the Compensation Committee establishes the CEO’s base salary. Base salary ranges are monitored to support the executive compensation program’s objectives of attracting and retaining management and motivating superior performance.

For Fiscal 2014, the Compensation Committee made adjustments to the base salary level for the continuing NEOs. This was done to more closely reflect market and competitive practices, in consideration of certain benefit reductions made in 2013 and 2014 and based upon the Committee’s evaluation of the factors described above.

(b) Annual bonus

Annual bonus performance targets and actual bonuses to be paid in light of Signet’s performance are reviewed and approved by the Compensation Committee each year. The Compensation Committee will review and approve any changes to target bonus levels recommended by the CEO for the named executive officers other than himself, and will separately review and approve the CEO’s target bonus, which is solely determined by the Compensation Committee. In determining the performance target at the commencement of each year, the Compensation Committee gives consideration to relevant market data, including market position and the relative positioning of the Company’s performance in its sector, as well as its current business plans. There is a maximum bonus level set each year on such awards, which is twice the target level, and a threshold performance level, below which no payments are made. The percentage earned for performance between the threshold level and the target level in any performance period will be interpolated on a straight line basis between 0% and 100% of the target level, and the percentage earned for performance between the target level and the maximum level in any performance period will be interpolated on a straight line basis between 100% and 200% of the target level.

This incentive program focuses management on the achievement of each year’s performance objectives. The annual bonus is based on a pre-determined formula either on a divisional basis or Company-wide basis, depending upon the named executive officer’s particular responsibilities. The Company’s performance formula measures each division’s performance separately. Therefore, if one division under-performs, the Company-wide goal cannot be met through over achievement by the other division. A bonus may still be payable where one division’s performance exceeds the threshold level for the respective division. The annual incentives for Mr. Barnes and Mr. Ristau are based upon Company performance, while the annual incentives for Mr. Light, Mr. Hrabak and Mr. Trabucco are based solely on the performance of the US division. The annual incentive for Mr. Anderson was based solely upon the performance of the UK division.

Annual Bonus Fiscal 2014

In setting the performance criteria for Fiscal 2014, the Compensation Committee agreed the annual bonus would be based on operating income (80% weighting) and comparable store sales (20% weighting) in order to focus on revenue growth and driving profit.

At threshold performance levels, nothing is paid to executives. They must exceed threshold performance to earn any bonus, which is paid on a linear basis from zero to 100% of the target bonus amounts shown above.

Performance targets for each measure were set at the beginning of the performance period. The Company wide performance for the CEO and the CFO was determined using a weighting of 92% on the US and 8% on the UK for

operating income, and weighting of 83% on the US and 17% on the UK for comparable store sales. These weightings reflected the relative operating income and sales for each division. As discussed above, the annual bonuses for the CEO, COO and CFO of the US divisions are based solely on the performance of the US division. The threshold (the level at which bonus will start to accrue), target, maximum and actual operating numbers for Fiscal 2014 were as follows:

Having reviewed the performance achieved against the performance criteria set by the Compensation Committee at the beginning of Fiscal 2014, the Committee determined, as part of the Fiscal 2014 year-end process in March 2014 that the US division results were below target performance level resulting in a 20.0% payout to the US-based named executive officers and the UK division results were below threshold performance level resulting in no payout to the UK-based named executive officer. Based on the weighting shown above, these performance levels resulted in a 17.3% payout for the CEO and CFO. Accordingly, the Committee approved bonus payments as follows:

Annual Bonus Fiscal 2015

In setting the performance criteria for the fiscal year ending January 31, 2015 (“Fiscal 2015”), the Compensation Committee approved the same performance measures that had been employed for Fiscal 2014 as they were still considered appropriate. Therefore, for Fiscal 2015, the annual bonus will continue to be based on operating income (80% weighting) and comparable store sales (20% weighting).

The annual bonuses for Fiscal 2015 for the corporate executive officers will also be calculated on the same basis as for Fiscal 2014, namely proportionately on the divisional results calculated at a constant exchange rate basis as appropriate.

(c) Long-Term Incentive Plans

The Compensation Committee believes that long-term share based incentives are appropriate and necessary measures to properly focus the executive officers on long term results and align their interests with those of Shareholders.

Long-Term Incentive Grants in Fiscal 2014

Long-term incentive compensation granted in Fiscal 2014 was split equally between time-based restricted share grants and performance-based restricted share units granted under the Omnibus Plan.

Generally long-term incentive grants are made at the same time as the annual compensation reviews. The value delivered through long-term incentives is determined holistically in the context of total compensation levels. This process, as described above, considers benchmarking data, retention needs, level of responsibility, and individual performance. The number of long term restricted shares and performance-based restricted share units granted to NEOs in Fiscal 2014 was based upon an award methodology using a share price calculated by using the average closing price of a Common Share on the 20 trading days commencing on March 29, 2013, the day after the Fiscal 2013 results announcement. The grant date was April 26, 2013. The number of time-based restricted shares and performance-based restricted share units granted to executive officers in Fiscal 2014 based upon this award methodology can be seen in the “Grants of Plan-Based Awards” table below.

Performance-Based Restricted Share Units

Consistent with the previous year, the Committee determined the restricted share unit performance targets for Fiscal 2014 grants would cover a three-year performance period and be based upon the achievement of overall Company performance for all participants, including divisional executives. The Committee believes that the focus of this award should be split between cumulative operating profit with an 80% weighting and return on capital employed (“ROCE”) with a 20% weighting. ROCE is a non-GAAP measure and is described in “Item 6 Selected Consolidated Financial Data” in the Company’s Annual Report on Form 10-K for Fiscal 2014. These measures were chosen because the Compensation Committee believes that the appropriate combination of growth and return drive long-term shareholder value. Named executive officers can earn between 0% and 200% of their share award depending on performance results over the three-year period.

For grants made in Fiscal 2014, the level of achievement for operating profit between approximately 96% and 104% of the three-year cumulative performance target will determine the amount vesting for this portion of the award. The Committee believes the target requires stretch performance since it requires compound annual growth in excess of 9% at target and 11% at maximum. The actual target will be disclosed at the end of the performance period.

The target ROCE over the period is 26%, with a minimum threshold of 25% and maximum of 27%.

Time-Based Restricted Shares

The time-based restricted share grants cliff vest at the end of the three-year period based on continued service with the Company.

Beginning in Fiscal 2013, time-based restricted stock awards have been granted pursuant to an award pool formula established by the Compensation Committee based on performance in the prior fiscal year. This award pool formula is intended to comply with the qualified performance-based compensation requirements under section 162(m) of the Internal Revenue Code. For time-based restricted stock awards granted in Fiscal 2014, the pool was based on attaining an operating profit performance hurdle for Fiscal 2013. The actual share awards granted from the pool were determined using the process described under “Long-Term Incentive Grants in Fiscal 2014” on page 35 of this CDA. The Committee retains the flexibility to make additional non-qualifying grants (see “Limitation under Section 162(m) of the Internal Revenue Code”).

Prior Performance-Based Long-Term Awards

In March 2014, the Committee concluded that the pre-determined conditions relating to the performance-based long-term incentive awards made in Fiscal 2012 covering the performance period of Fiscal 2012 through Fiscal 2014 had vested at maximum levels. Below are further details of this vesting:

(d) Retirement & Deferred Compensation

The Company provides retirement and deferred compensation benefits to named executive officers and employees, both as a retention mechanism and as a means to provide a degree of financial security post retirement.

In the US, there are two defined contribution savings vehicles. The primary retirement vehicle is the company sponsored Sterling Jewelers Inc. 401(k) Retirement Savings Plan (the “401(k) Plan”), which is a qualified plan under Federal guidelines.

Currently the company matches 50% of an employee’s elective salary deferral up to a maximum of 6% of the employee’s eligible compensation in order to be market competitive. The annual elective salary deferral for each employee is subject to certain maximum statutory limitations.

Under Federal guidelines, the 401(k) Plan contributions by senior management may be reduced based on the participation levels of lower paid employees. Therefore, a supplemental plan, the Deferred Compensation Plan (the “DCP”), an unfunded, non-qualified plan under Federal guidelines, was established for senior management to assist with pre-tax retirement savings in addition to the 401(k) Plan. The Company provides a discretionary 50% matching contribution under the DCP for each participant’s annual deferral, up to 10% of the participant’s annual eligible compensation. Although the DCP also permits additional employer discretionary contributions, the Company did not make any additional discretionary contribution in Fiscal 2014.

Prior to establishing the DCP, in 1996 the Company established an unfunded, non-qualified deferred compensation plan under Federal guidelines for senior management which was frozen in 2004 to new participants and new deferrals for tax purposes (the “Frozen DCP”).

Messrs. Ristau, Light, Hrabak and Trabucco have benefits provided via the 401(k) Plan and the DCP. Messrs. Light, Hrabak and Trabucco also have benefits provided via the Frozen DCP.

In the UK, Mr. Anderson participated in the Signet Group Pension Scheme, which is a funded, HM Revenue & Customs registered, occupational pension plan.

For service before February 1, 2013, this plan provides a benefit of 1/60^th of Final Pensionable Salary for each year of credited service payable from age 60. For service after February 1, 2013, this plan provides 1/60^th of Career Average Revalued Earnings for each year of credited service payable from age 65. Other benefits include life insurance coverage of three times Pensionable Salary and a spouse’s pension on death.

(e) Health & Welfare

Named executive officers participate in various health and welfare programs, as well as life insurance and long-term disability plans, which are generally available to other executive officers of the Company. Up until January 1, 2013, these supplemental programs included a medical reimbursement plan and enhanced long-term disability coverage. In addition, the Company paid the premiums for the named executives officers’ medical and life insurance coverages. However, starting January 1, 2013, the Company discontinued the medical reimbursements plan. The remaining supplemental benefits are provided to give the Company a competitive edge in recruiting executive talent.

(f) Perquisites

The Company does not provide perquisites to our U.S. based executives other than the benefits described above. However, in limited circumstances, where it is appropriate that spouses attend business related functions, Signet reimburses named executive officers for the travel expenses of spouses. The Company does not provide any tax gross-up payments for any perquisites other than for relocation benefits where applicable. During Fiscal 2014, Mr. Anderson received a car and fuel allowance in line with UK practice.

(g) Employment Agreements

Generally, employment agreements are provided to the named executive officers to entice them to join the Company and to contribute to the long-term success of the business. Employment agreements in effect may all be terminated upon notice of one year or less. The principal terms of the employment agreements with Mr. Barnes, Mr. Ristau, Mr. Light, Mr. Hrabak, Mr. Trabucco and Mr. Anderson are set forth under “Employment Agreements” below on page 46.

(h) Termination for Cause and Violation of Non-Compete and Non-Solicitation Covenants

Share options outstanding under the Company’s previous employee incentive plans may not be exercised after a termination for cause. Performance-based restricted share units and time-based restricted shares will not vest if termination for cause occurs before the conclusion of the three-year performance or vesting period. All executive officer employment agreements contain a non-competition covenant that has between a 9 and 12 month post-employment term, as well as a non-solicitation covenant that has between a 12 month and 2 year post-employment term. Violation of the non-compete covenants will result in potential litigation and the Company’s ability to seek injunctive relief and damages. For more information concerning the named executive officers employment agreements, see “Employment Agreements” below beginning on page 46.

(i) Limitation under Section 162(m) of the Internal Revenue Code

Section 162(m) of the Internal Revenue Code generally denies a federal income tax deduction to the Company for compensation in excess of $1 million per year paid to the principal executive officer and the next three most highly compensated officers (other than the principal financial officer). This denial of deduction is subject to an exception for “qualified performance-based compensation”. Although the Compensation Committee has designed the executive compensation program with tax considerations in mind, the Compensation Committee retains the flexibility to authorize compensation that may not be deductible if the Committee believes doing so is in the best interests of the Company.

(j) Clawback

Recognizing that the SEC has yet to publish regulations on clawback policies as mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act (“the Dodd-Frank Act”), the Compensation Committee considered it to be

appropriate to adopt an interim clawback policy. The policy provides that in the event of a material restatement of the Company’s financial results, the Compensation Committee will recalculate incentive compensation based on the restated results. In the event of an overpayment, the Company will seek to recover the difference, balancing the amount to be recovered against the cost of doing so. Similarly in the interest of fairness, should a restatement result in an under payment of incentive compensation, the Company will make up any difference.

(k) Share Ownership Policy

It is the Company’s policy that Signet’s executive officers build a holding of Common Shares as follows:

All executives are required to hold 50% of net after-taxes shares received upon vesting or payout until these requirements are met. Once achieved at any given share price, the requirement is considered to have been met notwithstanding any subsequent change in share price. Once achieved, the holding is to be maintained while the individual remains an officer of the Company.

l) Anti-Hedging and Pledging Policies

It is the Company’s policy to prohibit hedging or monetization transactions that would allow an officer, director or employee who is a security holder to engage in transactions that would separate the risks and rewards of ownership of Company securities from actual ownership of those securities. In addition, the Company prohibits any pledging of Company stock by any officer, director or employee of the Company.

The Compensation Committee has reviewed and discussed with the Company’s management the Compensation Discussion and Analysis section of this Proxy Statement. Based on this review and discussions, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Proxy Statement.

Members of the Compensation Committee:

Thomas G. Plaskett (Chairman)

Virginia Drosos

Robert Stack

Eugenia Ulasewicz