SIG Signet Jewelers Ltd

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 US 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 12, 2015, 11:00 a.m., Atlantic Time

Date Proxy Materials Are First Made Available to Shareholders:

May 1, 2015

Place:

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

Record Date:

April 10, 2015

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 the executive compensation program in place during the fiscal year ended February 1, 2014 (“Fiscal 2014”) with 98.5% of votes cast approving our advisory resolution in June 2014. 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 2015.

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 10,

2015. 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 10, 2015 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 beneficially 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 2015.

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 2015 and Fiscal 2014 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 2015 and Fiscal 2014 for their respective audits of the Company’s consolidated financial statements and the effectiveness of internal control over financial reporting for Fiscal

2015 and Fiscal 2014, and for their respective reviews of the Company’s unaudited condensed consolidated interim financial statements. In Fiscal 2015, audit fees increased compared to Fiscal 2014 due to the acquisition of Zale Corporation. This table also reflects fees for other services rendered by KPMG during Fiscal 2015 and Fiscal 2014.

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 Wall Street Reform and Consumer Protection Act (“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 is to deliver competitive total compensation for achieving 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 custom group of comparator companies.

The Compensation 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, directly align 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 as well as the compensation tables and narrative discussion.)

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 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 Discussion 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.

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.

CHAIRMAN

In summary, the Chairman is responsible for:

CHIEF EXECUTIVE OFFICER

In summary 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, the 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 nine 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, Eugenia Ulasewicz and Russell Walls. 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 DIVERSITY POLICY

In Fiscal 2015, the Board adopted a Board Diversity Policy. The Board Diversity Policy provides that in reviewing and assessing Board composition, the Nomination and Corporate Governance Committee will consider diversity of skills, industrial experience, background, ethnicity, gender and other qualities in order to maintain an appropriate range and balance of skills, experience and background on the Board. The Nomination and Corporate Governance Committee will monitor and review the Board Diversity Policy and its effectiveness on an annual basis and report to the Board with respect to any proposed amendments. The Board Diversity Policy may be downloaded from www.signetjewelers.com.

DIRECTOR TENURE POLICY

In February 2015, the Board adopted a Director Tenure Policy, pursuant to which each Independent Director must not stand for re-election to the Board at the next annual general meeting of the Company’s Shareholders following the earlier of his or her: (i) fifteenth anniversary of service on the Board, or (ii) seventy-fifth birthday, unless the Board in its absolute discretion determines that it is in the best interests of the Company and its shareholders to nominate the Director for election to serve for an additional period of time. The Director Tenure Policy may be downloaded from www.signetjewelers.com.

BOARD SELF-EVALUATION

The Corporate Governance Guidelines provide that the Directors will conduct an annual evaluation of the workings and efficiency of the Board, its committees and individual Directors to ensure that each Director continues to contribute effectively and demonstrates commitment to his or her responsibilities as a Director,

and to help assess the future development needs of the Board and the Directors. As part of the annual Board self-evaluation, the Chairman of the Board will consider the balance of skills, experience, independence and knowledge of the Board, while ensuring diverse representation as described in the Board Diversity Policy.

DIRECTOR ATTENDANCE AT THE ANNUAL GENERAL MEETING

All of the Directors are required to attend the Annual General Meeting. 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 2014.

MEETINGS AND ATTENDANCE DURING FISCAL 2015

In Fiscal 2015, the Board met thirteen times (including meetings by telephone). All incumbent Directors attended at least 97% of the aggregate number of meetings of the Board and those Board committees on which they served during their period of service in Fiscal 2015.

COMMUNICATION WITH DIRECTORS

Any Shareholder or 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 Jenkins, Chief Governance Officer & Corporate Secretary, c/o Signet Group Services Limited, at 110 Cannon Street, London EC4N 6EU, UK. All such communications will be reviewed promptly by the Corporate 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 beneficial owner of the Company’s voting securities, or any immediate family member of such an officer, Director or nominee or security holder (each, a “related person”), 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.

Since the beginning of Fiscal 2015, the Company has not participated in any transaction or currently proposed transaction in which a related person had or will have a direct or indirect material interest.

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 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 Chief Executive Officer, Chief Financial Officer, the Signet Controller, Chief Legal Officer, 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 risk and control committee at the divisional level is chaired by

the divisional President or the Managing Director for the UK division, respectively, and the risk and control committee at the corporate level is chaired by the Chief Financial Officer. The RMC and each risk and control 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 and control 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 Company and the Board’s associated responsibilities; periodically invite the divisional Presidents or the 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:

INTERNAL CONTROLS

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. Signet’s internal controls 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 controls and procedures are designed to help ensure that processes and procedures for information management are in place at all levels of Signet and are designed to enable Signet to make timely, appropriate and accurate public disclosures. The disclosure controls and procedures aim to provide reasonable assurance that any information disclosed by Signet is recorded, processed, summarized and reported appropriately and on a consistent basis. The procedures are also designed to provide reasonable assurance that information is accumulated and communicated to management as appropriate to allow timely decisions to be made regarding required disclosure. Signet’s Disclosure Control Committee has a written charter and consults with Signet’s external advisers and auditor, as necessary. 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:

CORPORATE GOVERNANCE GUIDELINES AND CODE OF CONDUCT AND ETHICS

The Company has adopted corporate governance guidelines that address a number of corporate governance matters in accordance with NYSE listing 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. 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 required by NYSE listing rules, 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.

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, Nomination and Corporate Governance and Corporate Social Responsibility Committees. The composition of each Board Committee is set out below and the Corporate Secretary acts as secretary to each Committee. Each of the Board Committees acts in accordance with its charter, as adopted by the Board, which is reviewed annually and is available on request from the Corporate 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 eleven times in Fiscal 2015.

The Board has determined that all members of the Audit Committee are financially literate, and that Ms. Parrs is an “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 after consultation with the Chairman, the Chief Executive Officer and the Committee’s independent compensation consultant. 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 six times in Fiscal 2015.

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 Compensation Committee agreed during the year to delegate authority to a sub-committee consisting of any two independent Directors, that will have authority between Compensation Committee meetings to, (i) approve benefits and perquisites for non-NEOs, (ii) review and approve any modification to any non-equity based incentive compensation plan for non-NEOs, (iii) review and approve employment, benefit and severance agreements for non-NEOs, and (iv) determine and approve the compensation levels for non-NEOs.

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. In addition, the Board Diversity Policy provides that in reviewing and assessing Board composition, the Committee will consider diversity of skills, industrial experience, background, ethnicity, gender and other qualities in order to maintain an appropriate range and balance of skills, experience and background on the Board.

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.

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 Corporate 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 proposing Shareholder and the number of shares of the Company beneficially owned by such Shareholder.

The Nomination and Corporate Governance Committee met six times in Fiscal 2015.

THE CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee was established in Fiscal 2015 and its duties include:

The Corporate Social Responsibility Committee met three times in Fiscal 2015 since being established in June 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 January 31, 2015 and February 1, 2014, and the related audited consolidated income statements, statements of comprehensive income, statements of cash flow, and statements of shareholders’ equity, for each of Fiscal 2015, Fiscal 2014, and the fiscal year ended February 2, 2013 (“Fiscal 2013”). These balance sheets and statements (the “Audited Financial Statements”) have been audited and are the subject of reports by the Company’s independent registered public accounting firm, KPMG LLP (“KPMG”). The Audited Financial Statements are also available at 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 2015.

MEMBERS OF THE AUDIT COMMITTEE

Marianne Miller Parrs (Chairman)

Dale Hilpert

Helen McCluskey

Russell Walls

THE INFORMATION CONTAINED IN THE FOREGOING REPORT SHALL NOT BE DEEMED TO BE “SOLICITING MATERIAL” OR TO BE “FILED” WITH THE SEC 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.

Mark Light, 53—see biographical information on page 9 of this Proxy Statement.

Michele Santana, 44, became Chief Financial Officer of Signet in August 2014, having previously been Senior Vice President and Financial Controller since October 2010. Prior to joining Signet, Ms. Santana was Director of Internal Audit at Cliffs Natural Resources Inc. and also held key leadership positions at KPMG LLP. Ms. Santana is a Certified Public Accountant.

Steven Becker, 58, joined the Sterling Jewelers Division in 2005 as Senior Vice President, Human Resources and was promoted to Chief Human Resources Officer for Signet in May 2014. Prior to joining Signet, Mr. Becker held other senior Human Resources positions, most recently at OfficeMax.

Shaun Carney, 49, 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 since March 2006.

Lynn Dennison, 51, joined the Sterling Jewelers Division in January 2011 as Senior Vice President, Legal, Compliance and Risk Management, and was promoted to Signet Chief Legal, Compliance and Corporate Affairs Officer in December 2014. Prior to joining Signet, Ms. Dennison held other senior legal positions, most recently at Tecumseh Products Company.

James Garlish, 46, was promoted to Senior Vice President, Finance Zale Division in November 2014 having previously been Vice President of Corporate Planning since December 2011. Prior to this, Mr. Garlish held a number of senior accounting positions since joining what is now the Zale Division in 1991.

Sebastian Hobbs, 45, became Managing Director of Signet’s UK division in July 2013 having been appointed Commercial Director of the UK division in March 2011. Prior to joining Signet, Mr. Hobbs worked in a number of retail companies, most recently at Blacks Leisure Group plc for 5 years.

Edward Hrabak, 59, was promoted to President, Sterling Jewelers Division in July 2014, having previously been Executive Vice President and Chief Operating Officer of Sterling Jewelers Division, since June 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 the Sterling Jewelers Division as a merchandise buyer in 1978. Mr. Hrabak is also a Governing Board member of the Diamond Empowerment Fund.

Mark Jenkins, 57, has been Corporate Secretary since 2004 and Chief Governance Officer since December 2014. He was Chief Legal Officer from September 2012 until December 2014. Previously, he was Director and Company Secretary at COLT Telecom Group plc and Group Company Secretary at Peek plc. He is a barrister.

George Murray, 59, was promoted to President, Zale Division in July 2014, having previously been Senior Vice President of Marketing, Advertising and Public Relations for the Sterling Jewelers Division. Prior to this, he held a number of management positions since joining the Sterling Jewelers Division in 1992.

Daniel Shull, 43, joined Signet as Chief Information Officer in January 2015. Previously, Mr. Shull worked at

Nike Inc. from 2007, most recently as Vice President, Strategy, Architecture and Portfolio.

Robert Trabucco, 60, joined the Sterling Jewelers Division in 2003 as Executive Vice President and Chief Financial Officer. He had previously worked for KLS Associates, a retail consulting practice.

COMPENSATION PHILOSOPHY

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

We must employ, motivate and retain superior management to accomplish our corporate goals. Therefore, we target total compensation at approximately the median of a custom group of comparator companies. Those companies have been chosen to reflect various attributes similar to ours and also because they may attempt to attract 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 2015 fell below the comparator company median as many of our NEOs are new in their roles.

The principles underlying our executive compensation decisions are as follows:

CONSIDERATION OF “SAY ON PAY” VOTE

The Compensation Committee did consider the result of the 2014 non-binding shareholder vote regarding NEO compensation when evaluating the Company’s Fiscal 2014 executive compensation program. In light of the fact that 98.5% of votes cast approved the NEO compensation described in the Company’s Proxy Statement for the 2014 Annual General Meeting, the Compensation Committee believes that shareholders support the Company’s executive compensation philosophy and therefore the Compensation Committee continued to apply the same principles in determining the amounts and types of executive compensation for Fiscal 2015. In addition, to support the significant work required to integrate the Zale Corporation and Signet operations, the Compensation Committee adopted an integration incentive, which is 100% performance-based and discussed in greater detail below.

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. In carrying out this role, the Compensation Committee considers the interests of Shareholders, the financial and commercial health of the business and pay and other conditions throughout Signet. The Compensation Committee also ensures that Signet’s compensation remains competitive as discussed above.

THE ROLE OF COMPENSATION CONSULTANTS

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

For more information on the Committee’s independent compensation consultant, Meridian, please refer to page 20.

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 Chief Financial Officer and Chief Human Resources Officer 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.

COMPETITIVE BENCHMARKING ANALYSIS

When analyzing the market data provided by Meridian, the Compensation Committee focuses on a 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 2015 peer group had the following characteristics:

This peer group was the primary source of market data for the Chief Executive Officer, Chief Financial Officer, Chief Human Resources Officer, and President, Sterling Jewelers Division. Because of Zale’s smaller size and limited relevant peer group data, we used Hay Group’s 2013 Retail Corporate Report to benchmark the President, Zale Division.

The peer group for the fiscal year ending January 30, 2016, (“Fiscal 2016”) benchmarking was amended to remove Zale Corporation, now a wholly owned subsidiary of the Company, Saks Incorporated following its recent acquisition by Hudson’s Bay Company, and both ANN INC. and Pier 1 Imports Inc. due to their smaller revenue size. The Compensation Committee added Dick’s Sporting Goods Inc., Hudson’s Bay Company, Michael Kors Holdings Limited and V.F. Corporation to its peer group based on their size being similar to our new post-acquisition size.

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 should 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.

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

The Compensation Committee has also implemented the Integration Incentive Plan in connection with the acquisition of Zale Corporation, which is discussed below under the heading “Integration Incentive Plan”.

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

ELEMENTS OF NAMED EXECUTIVE OFFICER 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. 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.

For Fiscal 2015, the Compensation Committee made adjustments to the base salary level for the continuing NEOs and for newly promoted NEOs. This was done to more closely reflect market practice, and additional responsibilities assumed in connection with promotions. These adjustments were based upon the Committee’s evaluation of the factors described above.

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. The Compensation Committee reviews and approves the CEO’s bonus targets. In determining the performance target at the start of each year, the Compensation Committee gives

consideration to relevant market data, including 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. Light, Ms. Santana, Mr. Becker, Mr. Barnes and Mr. Ristau were based upon Company performance, while the annual incentives for Mr. Hrabak was based solely on the performance of the Sterling Jewelers Division. The annual incentive for Mr. Murray was based upon the performance of the Sterling Jewelers Division for the period of time prior to his promotion to President, Zale Division in July 2014, and the performance of the Zale Division for the remainder of Fiscal 2015.

At threshold performance levels, nothing is paid to executives. Performance must exceed threshold goals to earn any bonus payout, which is paid on a linear basis from zero to 100% of the target bonus amounts shown above. Performance in excess of the target up to the maximum will result in a bonus paid on a linear basis from 100% to 200% 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 current and former Chief Executive Officers, the current and former Chief

Financial Officers and Chief Human Resources Officer were determined using a weighting of 93% for the Sterling Jewelers Division and 7% for the UK division for adjusted operating income, and weighting of 84% for the Sterling Jewelers Division and 16% for the UK division for comparable store sales. These weightings reflected the relative adjusted operating income and sales for each division. The Zale Division criteria only applied to the President, Zale Division. The Sterling Jewelers Division criteria only applied to the President, Sterling Jewelers Division. The threshold (the level at which bonus will start to accrue), target, maximum and actual numbers for Fiscal 2015 were as follows:

Having reviewed the actual performance achieved against the criteria set by the Compensation Committee at the beginning of Fiscal 2015, the Committee determined, as part of the Fiscal 2015 year-end process in March 2015, that the Sterling Jewelers Division results were above the target performance level resulting in a 137% payout to Sterling Jewelers Division NEOs. The UK division results were at maximum performance. Based on the weighting discussion above, these performance levels resulted in a 141% payout for the Signet Corporate NEOs. The Zale Division performance targets were determined after the acquisition. Adjusted operating income was above

target performance and comparable store sales were at the threshold level, resulting in a 160% payout to the President, Zale Division for the period from June 1, 2014 to the end of Fiscal 2015.

During Fiscal 2015, the bonus opportunities were increased for certain NEOs in light of promotions during the fiscal year. In determining the total bonus for each NEO, we calculated the bonus payable for the portion of the fiscal year for which the relevant criteria applied and aggregated such amounts. The Committee approved actual bonus payments as follows:

Annual Bonus Fiscal 2016

In setting the performance criteria for Fiscal 2016, the Compensation Committee approved the same performance measures that had been employed for Fiscal 2015 as they were still considered appropriate. Therefore, for Fiscal 2016, the annual bonus will continue to be based on adjusted operating income (80% weighting) and comparable store sales (20% weighting).

The annual bonus for Fiscal 2016 for the corporate executive officers will be based on corporate level goals. Division executive bonuses will be based upon 50% division specific targets and 50% corporate level targets.

(c) Long-Term Incentive Plans

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

Long-Term Incentive Grants in Fiscal 2015

Long-term incentive compensation granted in Fiscal 2015 was split equally between time-based restricted share grants and performance-based restricted share units granted under the Signet Jewelers Limited Omnibus Incentive Plan (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 time-based restricted shares and performance-based restricted share units granted to NEOs in Fiscal 2015 was based upon an award methodology using a share price calculated by using the average closing price of a Common Share on the NYSE for the 20 trading days commencing on March 28, 2014, the day after the Fiscal 2014 results announcement. The grant date was May 8, 2014. Following the promotion of Mark Light, Michele Santana, Edward Hrabak, George Murray and Steven Becker during Fiscal 2015, a second grant of time based restricted stock and performance-based restricted stock units was made. The grant date for this award was July 16, 2014 and the grant price was set as of the day prior to the grant date. The number of time-based restricted shares and performance-based restricted share units granted to executive officers in Fiscal 2015 using this award methodology, as well as additional grants made to certain NEOs in connection with promotions during Fiscal 2015, are set forth in the “Grants of Plan-Based Awards” table and are discussed in more detail below.

Performance-Based Restricted Share Units

The Committee determined the restricted share unit performance targets for Fiscal 2015 grants would cover a three-year performance period and be based on overall Company performance for all participants, including divisional executives. The Committee believes that the focus of this award should be split between cumulative operating income with an 80% weighting and return on capital employed (“ROCE”) with a 20% weighting. ROCE is a non-GAAP measure calculated as being the annual operating income divided by the single point, year-end capital employed balance, using a constant currencies exchange rate, per the Company’s consolidated balance sheet. 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 2015, the level of achievement for adjusted operating income between approximately 92% and 108% of three year cumulative performance target (Fiscal 2015 to Fiscal 2017) will determine the amount vesting for this portion of the award. This target is based upon the former Signet business prior to the acquisition of Zale during Fiscal 2015, and includes Zale operating income targets for Fiscal 2016 and 2017. The Committee believes the target requires stretch performance since it requires compounded annual growth in excess of 14% at target and 18% at maximum. The performance target and actual performance as measured against the target will be disclosed at the end of the three year performance period (i.e., after the end of Fiscal 2017).

The second goal for the Fiscal 2015 grant was achievement of target ROCE over the performance period of 22.9%, with a minimum threshold of 21.9% and maximum of 23.9%.

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 Company 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 2015, the pool was based on attaining an adjusted operating income performance hurdle for Fiscal 2014. The actual share awards granted from the pool were determined using the process described under “Long-Term Incentive Grants in Fiscal 2015” on page 32 of this Proxy Statement. The Committee retains the flexibility to make additional non-qualifying grants (see “Limitation under Section 162(m) of the Internal Revenue Code”).

(d) Integration Incentive Plan

The Compensation Committee approved the Integration Incentive Plan (the “IIP”) after the completion of the Zale transaction. The purpose of the IIP is to align and support the integration of Zale and Signet, retain and motivate executives critical to the integration, and importantly to drive the early realization of a portion of synergies as initially estimated. Each of the NEOs is involved in the integration of the two companies and participates in the IIP, along with several other executive officers and employees. The IIP for the NEOs is entirely performance-based and measures both financial and operational performance. The achievement of adjusted quantitative operating income synergy goals is weighted 80% and the achievement of functional Integration Team objectives is weighted 20%. The synergy goals, as well as the functional Integration

Team objectives, were established shortly after the Zale transaction closed and were therefore based upon an initial estimate of synergy.

The IIP covers two separate performance periods. The first integration performance period (“Window 1”) began in May 2014 and ended on the last day of Fiscal 2015 and was designed to quickly realize a portion of synergies as initially estimated. The goals for Window 1 were based on achievement of adjusted operating income synergies as well as functional Integration Team objectives. The measurement of these synergies for the purposes of the IIP award were on a gross basis, therefore without regard to management’s decisions on reinvestment in the business of synergy savings. The threshold (the level at which payments will start to accrue), target, maximum and actual adjusted operating income synergies based upon the preliminary valuation were as follows:

The functional integration team objectives for Window 1 were based upon the achievement of Integration Team goals by each functional Integration Team. Each Integration Team’s goals were weighted equally, and their degree of achievement was aggregated into a composite achievement level. There were 16 functional Integration Teams that contributed to the aggregated composite achievement level. The Integration Team goals for each of the Integration Teams represented a combination of essential fiscal and functional

processes, and related to, among other things, eCommerce, product customization, cross-selling, repair services, procurement, diamond pricing, distribution, inventory management, vendor agreements, enterprise risk management, regulatory requirements, customer relationship management, advertising, real estate management, audit, financial accounting, information technology, human resources, compliance and financial management.

The Window 1 awards were paid as a cash bonus in early Fiscal 2016 after the Committee’s review and certification of performance and the achievement of each of the functional Integration Team objectives.

The second performance period (“Window 2”) will align with Fiscal 2016 integration performance. Window 2 awards are comprised of performance-based restricted stock units that will only vest if certain performance conditions are met and the employee remains employed through to the end of Window 2 unless there is a change of control in Fiscal 2016. Like Window 1 awards, the performance conditions are based 80% on quantitative gross operating income synergy goals and 20% on functional Integration Team objectives as described above. The threshold (the level at which payments will start to accrue), target and maximum operating income synergies have been set based upon the achievement of 20% of the revised three-year net synergy target of between $150m and $175m in operating income contribution by the end of Fiscal 2016.

Window 2 performance-based restricted stock units were granted to IIP participants in September 2014. Further details of this award can be found in the “Grants of Plan-Based Awards” table on page 41.

(e) 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 2015.

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

(f) Health & Welfare

NEOs 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.

(g) Perquisites

The Company does not provide perquisites to our US based executives other than the benefits described above, as well as relocation benefits where applicable. However, in limited circumstances, where it is appropriate that spouses attend business related functions, Signet reimburses NEOs 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.

(h) 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. Light, Ms. Santana, Mr. Hrabak, Mr. Murray and Mr. Becker are set forth under “Employment Agreements” below on page 46. In addition, the separation agreements with Mr. Barnes and Mr. Ristau are discussed on page 49.

(i) 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. In

addition, the performance-based restricted stock units granted pursuant to the IIP include non-competition and non-solicitation covenants, each with a 12-month 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.

(j) 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.

(k) Clawback

Recognizing that the SEC has yet to publish regulations on clawback policies as mandated by the Dodd-Frank Act, the Compensation Committee considered it to be appropriate to adopt a clawback policy in the interim. 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 may seek to recover the difference. Similarly in the interest of fairness, should a restatement result in an under payment of incentive compensation, the Company will make up any difference.

(l) 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 expected to build their holding within five years from the date of appointment. All executives are required to hold 50% of net after-tax 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. Currently, all NEOs are in compliance with the Share Ownership Policy.

(m) 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 Plaskett (Chairman)

Virginia Drosos

Robert Stack

Eugenia Ulasewicz