Equiniti Grup plc (the Cmpany) Audit Cmmittee Terms f Reference Bard apprved: 1 March 2018 The Audit Cmmittee (the Cmmittee) is a cmmittee appinted, n the recmmendatin f the Nminatin Cmmittee in cnsultatin with the chairpersn f the Cmmittee (the Chairpersn), by the bard f Directrs f the Cmpany (the Bard ) frm which it derives its authrity and t which it regularly reprts. Purpse The rle f the Cmmittee is t ensure that the Cmpany applies cnsistent financial reprting and internal cntrl prcedures and maintains an apprpriate relatinship with the Cmpany s external Auditr n behalf f the Cmpany and ther subsidiary undertakings (tgether the Grup). Authrity The Cmmittee is authrised t: Investigate any activity within its terms f reference and make recmmendatins t the Bard which it deems apprpriate n any area within its remit where actin r imprvement is needed. Seek any infrmatin it requires frm any emplyee f the Grup in rder t perfrm its duties. All emplyees are directed t c-perate with any request made by the Cmmittee. Obtain assurances and, when apprpriate, reprts frm the Directrs f Subsidiary Cmpanies which have appinted separate audit cmmittees. Engage independent legal, accunting r ther prfessinal advice n any matter it believes it necessary t d s, at the Cmpany s expense. Call any emplyee f the Grup t be questined at a meeting f the Cmmittee when required. Have the right t publish in the Cmpany s annual reprt details f any issues that cannt be reslved between the Cmmittee and the Bard. Cmpsitin Membership The Cmmittee shall be cmprised f at least three independent Nn-executive Directrs f the Bard (each a Cmmittee Member). At least ne Cmmittee Member must have cmpetence in accunting r auditing, thrugh hlding a prfessinal qualificatin frm ne f the prfessinal accuntancy bdies and/r recent and relevant financial experience. One Cmmittee Member shuld be a member f the Risk Cmmittee and, where pssible, ne Cmmittee Member shuld be a member f the Remuneratin Cmmittee. The chairpersn f the Bard (Bard Chairpersn) shall nt be a member f the Cmmittee. The Cmmittee as a whle shall have cmpetence relevant t the sectr in which the Grup perates. 1 P a g e
If members are unavailable fr a particular meeting, the Chairpersn may appint anther independent Nn-executive Directr f the Cmpany agreed by the ther members f the Cmmittee t act as that member s alternate. Appintments t the Cmmittee are fr an initial perid f up t three years, which may be extended by further perid(s) f three years, prvided that member cntinues t meet the criteria fr membership f the Cmmittee. Chairpersn The Chairpersn shall be appinted by the Bard and meet the criteria t be a Cmmittee Member Cmmittee. In the absence f the Chairpersn and/r an appinted deputy the remaining Cmmittee Members shall elect ne f themselves t act as Chairpersn, prvided they wuld qualify under these terms f reference t be appinted t that psitin by the Bard. In the event f an equality f vtes, the Chairpersn shall have a casting vte. Secretary The Cmpany Secretary, r their nminee, will act as the secretary f the Cmmittee (the Secretary) and ensure the Cmmittee receives infrmatin and papers in a timely manner t enable full and prper cnsideratin f the relevant issues. The Secretary shall als be tasked with minuting the Cmmittee meetings, assisting the Chairpersn in planning the Cmmittee s wrk, drawing up the meeting agendas, drafting the Cmmittee reprt material fr the annual reprt, cllectin and distributin f infrmatin and prviding any ther practical supprt required. Meetings Only Cmmittee Members have the right t attend and vte at Cmmittee meetings. The Chief Financial Officer, Grup Chief Audit Executive and a representative f the external Auditr will be invited t attend n a regular basis, unless therwise agreed with the Chairpersn. Other nn-members may be invited t attend all r part f any meeting as and when required and cnsidered apprpriate by the Cmmittee. The Cmmittee shall remain independent at all times. Qurum The qurum (cmpetent t exercise any r all authrities, pwers and discretins vested in r exercisable by the Cmmittee) shall be tw Cmmittee Members. Frequency The Cmmittee shall hld sufficient meetings as its rle and respnsibilities require, which rdinarily shall nt be less than three times each year at apprpriate intervals in the financial reprting and audit cycle and therwise as required r at the request f any Cmmittee Member. Outside f the frmal prgramme, the Chairpersn will maintain cntact with key individuals invlved in the Grup s gvernance, including the Bard Chairpersn, the Chief Executive, the Chief Financial Officer, the external Auditr lead partner and the Grup Chief Audit Executive. At least annually, the Cmmittee shuld meet with each f the external Auditr and the Grup Chief Audit Executive withut the presence f executive management. Either party may request a meeting with the Cmmittee r its Chairpersn if cnsidered necessary. 2 P a g e
Ntice Meetings f the Cmmittee shall be cnvened by the Secretary at the request f any f its members r at the request f the Grup Chief Audit Executive, r the external Auditr lead partner if they cnsider it necessary. Unless therwise agreed, ntice f each meeting cnfirming the venue, time and date, tgether with an agenda f items t be discussed, shall be frwarded t each Cmmittee Member, any ther persn required t attend and all ther Nn-executive Directrs, n later than five wrking days befre the meeting date. Supprting papers shall be sent t Cmmittee Members and t ther attendees as apprpriate at the same time. In dealing with urgent matters where the required ntice perid cannt be met, a meeting shall be held with as many members as pssible participating, prvided that qurum requirements are met, using apprpriate cmmunicating equipment t enable all participants t hear and speak t each ther r electrnically cmmunicate. Befre the meeting any member nt in attendance shall still be sent the relevant papers and be able t give their views nly t the Chairpersn, anther Cmmittee Member r the Secretary. N executive Directr wh ceases t be an emplyee f the Grup r wh is suspended frm emplyment shall be ntified f r entitled t participate in r receive cpies f papers r minutes fr Bard r Cmmittee meetings. Minutes Prceedings and decisins f all meetings f the Cmmittee shall be minuted, including recrding the names f thse present and in attendance and whether any cnflicts f interest have been declared. Draft minutes, and any matters arising, f each meeting shall be circulated t the Chairpersn in advance f all Cmmittee members. Once apprved, minutes shall be circulated t all ther eligible members f the Bard unless it wuld be inapprpriate t d s in the pinin f the Chairpersn. Duties and Respnsibilities Financial and Narrative Reprting The Cmmittee shall: Mnitr the integrity f the financial statements f the Cmpany, including its annual and half year reprts and any ther frmal annuncement relating t its financial perfrmance, reviewing and reprting t the Bard n significant financial reprting issues and judgements which they cntain having regard t matters cmmunicated t it by the external Auditr. Mnitr, review and challenge where necessary: The apprpriateness and applicatin f significant accunting plicies (bth n a year n year basis and acrss the Grup), cmpliance with accunting standards, stck exchange, legal and regulatry requirements, including any changes in accunting standards in the perid. Any significant adjustments prpsed by the external Auditr during their review and any matters f significant disagreement between them and management including any aspect f the prpsed financial reprting by the Cmpany. The treatment f any ther majr judgmental items. The apprpriateness f the ging cncern assumptin and viability statement disclsures. Whether the Cmpany has made apprpriate estimates and judgements, taking int accunt the views f the external auditr. 3 P a g e
Whether all material infrmatin is presented with the financial statements, such as the business review and crprate gvernance statements relating t the external audit and t risk management. Reprt its views t the Bard where the Cmmittee is nt satisfied with any aspect f the prpsed financial reprting by the Cmpany. Where requested by the Bard, review the cntent f the annual reprt and accunts and half year results and advise the Bard n whether it is fair, balanced and understandable and prvides the infrmatin necessary fr sharehlders t assess the Cmpany s psitin and perfrmance, business mdel and strategy. Mnitr and review the disclsure f the principal risks in the business and the assciated crprate gvernance statement regarding risk and internal cntrls and cmpliance with the UK Crprate Gvernance Cde (the Cde ). Review the apprpriateness, clarity and cmpleteness f disclsures in the financial statements and cnsider whether the disclsures made are set prperly in cntext. External Auditr The Cmmittee shall versee and mnitr the relatinship with the external Auditr, including but nt limited t: Recmmending their appintment, re-appintment and remval t the Bard fr apprval by the sharehlders. Shuld the external Auditr resign, the Cmmittee shall investigate the causing issues and take actin where required. Ensuring that at least nce every ten years, in cmpliance with all relevant legislatin, the external audit services cntract is put ut t tender t enable the Cmmittee t cmpare the quality and effectiveness f the incumbent external auditr with ther audit firms; and verseeing the selectin prcess and ensuring that all tendering firms have such access as is necessary t infrmatin and individuals during the tendering prcess. Making recmmendatins n their remuneratin, including bth audit and nn-audit services fees, and ensuring that the level f fees is apprpriate and wuld enable an effective audit t be perfrmed. Cnsidering any questins f resignatin, dismissal and independence, including investigatin f any issues arising and cnsidering whether any actin is required. Apprving their terms and letter f engagement, including any issued at the start f each audit. Annually assessing their independence and bjectivity, taking int accunt relevant UK prfessinal and regulatry requirements, qualificatins, expertise and resurces f the external Auditr and the relatinship with the auditr as a whle, including the prvisin f any nn-audit services. Seeking t ensure c-rdinatin with the activities f the internal audit functin. Reviewing and apprving the annual audit plan and ensuring cnsistency with the scpe f the audit engagement, having regard t the senirity, expertise and experience f the audit team. Cnsidering the nature, scpe and materiality f the audit, ensuring that there are n restrictins n the audit scpe. Reviewing the management letter and management s respnse t the external Auditr s findings and recmmendatins. Agreeing with the Bard a plicy n the emplyment f frmer emplyees f the external Auditr, and mnitring the implementatin f the plicy. 4 P a g e
Mnitring the external Auditr s cmpliance with relevant ethical and prfessinal guidance n the rtatin f audit partners. Seeking reassurance that there are n cnflicts f interest between the external Auditr and their staff and the Cmpany which culd adversely affect the external Auditr s independence and bjectivity, including any financial, business, emplyment, family r ther persnal relatinship with the Grup. Reviewing any representatin letter(s) requested by the external Auditr befre they are signed by management. Defining a frmal plicy n the supply f nn-audit services by the external Auditr, including relevant apprvals, t avid any threat t auditr bjectivity and independence, taking int accunt all relevant legislatin and any relevant ethical guidance n the matter. Reviewing the effectiveness and bjectivity f the audit prcess n an annual basis, including the quality cntrl prcedures and cnsidering the expertise and resurces f the external Auditr. The annual transparency reprt f the external Auditr shuld als be cnsidered, when published. Meeting with the external Auditr at least annually, withut management being present, t discuss their remit and any issues arising frm the audit. Reviewing the key accunting and audit judgements f the audit with the external auditr, as well as the level f errrs identified during the audit. Cnsidering cmmunicatins frm the external Auditr n audit planning and findings and n any material weaknesses in accunting and internal cntrl systems that came t their attentin. Assessing peridically the risks assciated with the pssible withdrawal f the external Auditr frm the market and cnsidering whether any mitigating actin is apprpriate. Evaluating the risks t the quality and effectiveness f the financial reprting prcess and cnsidering the need t include the risk f withdrawal f their auditr frm the market in that evaluatin. Cnfirming with the external Auditrs that there are n unreslved issues f cncern. Review the findings f the audit with the external Auditr (in the absence f management if necessary) including but nt limited t: A discussin f the majr issues arising during the audit. Key accunting and audit judgements. Levels f errrs identified during the audit, btaining explanatins frm management and, where necessary, the external auditr as t why certain errrs might remain unadjusted. The effectiveness f the audit prcess. Any reservatins that the external auditr may have and ther matters that they wish t raise. Reslve any disagreement between management and the external auditr regarding financial reprting. Ensure the external Auditr is kept infrmed by the Bard Chairpersn, the Chief Executive Officer and the Chief Financial Officer f the relatinship between the Grup and the Financial Cnduct Authrity (the FCA). Review arrangements established by management fr cmpliance with regulatry financial reprting and best practice requirements including the requirements and recmmendatins f relevant regulatry r supervisry bdies. 5 P a g e
Internal Cntrl The Cmmittee shall mnitr and review the Grup s risk management and internal cntrl systems including: Reviewing the adequacy and effectiveness f the Grup s internal financial cntrls and internal cntrl and risk management systems, including the manner in which management ensure and mnitr the adequacy f the nature, extent and effectiveness f internal cntrls. Cnsidering reprts frm the management n the effectiveness f the systems they have established and the cnclusin f any testing carried ut by internal r external auditrs. Reviewing and apprving the statements t be included in the annual reprt cncerning internal cntrls and risk management. The mnitring and review shuld cver all material cntrls, including financial, peratinal and cmpliance cntrls. Any internal cntrl r accunting issues the Cmmittee believes shuld be taken int accunt when determining remuneratin shuld be drawn t the attentin f the remuneratin cmmittee f the Bard. Internal Audit The Cmmittee shall mnitr and review the effectiveness f the Grup s internal audit functin including: In the cntext f the verall risk management system. Reviewing and apprving the internal audit prgramme at least annually, and when significant changes ccur. Apprving the appintment r dismissal f the Grup Chief Audit Executive and any third parties wh supply services t the internal audit functin. Reviewing internal audit reprts and prcedures t ensure implementatin f recmmendatins including management respnses theret. Cnsidering the terms f any utsurcing arrangements fr the cnduct f the internal audit prgramme. Meeting with the Grup Chief Audit Executive at least annually, withut management being present, t discuss their remit and any issues arising. Apprve the charter f the internal audit functin and ensure the functin has the necessary resurces and access t infrmatin t enable it t fulfil its mandate, and is equipped t perfrm t apprpriate prfessinal standards fr internal auditrs. Organise an independent and bjective external review f the perfrmance f the internal audit functin every five years and in ding s, identify apprpriate criteria fr defining the success f the internal audit functin. Mnitring and discussing with the external Auditrs the Grup s relatinship with them and the wrking relatinship, c-rdinatin and exchange f infrmatin between the external and internal audit teams ensuring there are n inapprpriate restrictins. Other Respnsibilities The Chairpersn shall attend the annual general meeting t answer any sharehlder questins n the Cmmittee s activities, including n the Cmmittee s reprt. The Cmmittee shall: Make available its terms f reference, explaining its rle and the authrity delegated t it by the Bard, by including the infrmatin n the Grup s website. 6 P a g e
Ensure cmpliance with laws, regulatins, ethical and ther issues including: Evaluating the effectiveness f prcesses fr determining principal risks and expsures t litigatin and claims and frm nn-cmpliance with laws and regulatins. Reviewing and challenging the apprpriateness and treatment f any nn-standard financing structures. Reviewing with the Grup's lawyer, and thers, any legal, tax r regulatry matter that may have a material impact n the Grup's peratins r financial statements. Ensuring that the Grup maintains adequate and secure arrangements fr its emplyees t raise cncerns, in cnfidence, abut pssible wrngdings in financial reprting, r ther matters and that these arrangements prvide fr independent investigatin, apprpriate fllw up actin and apprpriate escalatin t the Cmmittee fr its review. Reviewing the Grup s prcedures fr detecting fraud r ethical issues, at least annually. Receiving reprts n preventin f bribery nn-cmpliance, whistleblwing and mney laundering, and reviewing the adequacy and effectiveness f the Grup s systems and cntrls in place fr such matters. In areas where the Cmmittee has respnsibility fr mnitring cmpliance with internal plicies and prcedures, reviewing the relevant plicies annually r when there is a significant change and assessing cmpliance with thse plicies n an annual basis. Cnsidering ther tpics as defined by the Bard. Mnitr and evaluate the perfrmance f the Cmmittee and make recmmendatins t the Bard with regard t any necessary adjustments. Reprting The reprting respnsibilities f the Cmmittee shall be t: Reprt frmally t the Bard n its prceedings after each meeting n all matters within its duties and respnsibilities and hw it has discharged thse respnsibilities. The reprt shall include: Significant issues it has cnsidered in relatin t the financial statements and hw these were addressed; It s assessment f the effectiveness f the external audit prcess and its recmmendatin n the appintment r reappintment f the external Auditr; and Any ther issues n which the Bard has requested the Cmmittee s pinin. Prepare a reprt fr inclusin in the Annual Reprt detailing: A summary f the rle f the Cmmittee. The names and qualificatins f all members f the Cmmittee during the perid. The number f Cmmittee meetings. The way the Cmmittee has discharged its respnsibilities. The rati f audit t nn-audit wrk and why nn-audit services were purchased frm the external auditr. Hw the plicy fr nn-audit services was applied t safeguard the external Auditr s bjectivity and independence. Interactins with the FRC's Crprate Reprting Review (CRR) and Audit Quality Review (AQR) teams. 7 P a g e
Hw the Cmmittee reached its recmmendatin t the Bard n the appintment, reappintment r remval f the external Auditr (and reasns fr the Bard taking a different psitin, if applicable), with supprting infrmatin n tendering frequency, the tenure f the incumbent Auditr and any cntractual bligatins that acted t restrict the Cmmittee s chice f external Auditr. The name f the audit partner and hw lng they have held the rle. Hw the Cmmittee's perfrmance evaluatin has been cnducted. An explanatin f hw the Cmmittee has addressed the effectiveness f the external audit prcess. The significant issues cnsidered in relatin t the financial statements and hw these issues were addressed, having regard t matters cmmunicated t it by the external Auditr. All ther infrmatin requirements set ut in the Cde. In cmpiling the abve reprt, the Cmmittee shuld exercise judgement in deciding which f the issues it cnsiders t be significant in relatin t the financial statements, particularly thse matters that have infrmed the Bard s assessment f the viability statement and whether the Cmpany is a ging cncern. The reprt des nt repeat infrmatin disclsed elsewhere in the Annual Reprt, but prvides crss references t that infrmatin. The Cmmittee makes whatever recmmendatins t the Bard it deems apprpriate n any matter within its remit where actin r imprvement is needed. Other matters The Cmmittee shall ensure that it: Has access t sufficient resurces t carry ut its duties, including access t the Cmpany Secretariat fr assistance as required. Is prvided with apprpriate and timely training, bth at inductin fr new members and n an nging basis fr all members. Gives due cnsideratin t laws and regulatins, the prvisins f the Cde and the requirements f the UK Listing Authrity Listing, Prspectus and Disclsure Guidelines and Transparency Rules and any ther applicable rules as apprpriate. Oversees any investigatin f activities which are within its terms f reference. Wrks and liaises as necessary with all ther Bard cmmittees. Reprts its activities t the Bard n a regular basis and reviews these terms f reference n an annual basis t ensure it is perating at maximum effectiveness. 8 P a g e
VERSION CONTROL Versin Date Authr Plicy Owner Cmments 0.0 26/03/2014 Terms f Reference apprved by Bard 1.0 08/10/2015 Dug Armur Cmpany Secretary Terms f Reference reviewed and updated in readiness fr IPO and 2.0 01/12/2016 Kathy Cng Cmpany Secretary 3.0 01/03/2018 Kathy Cng Cmpany Secretary apprved by Bard Terms f Reference revised fllwing FRC s 2016 Guidance n Audit Cmmittee and t include Nn-Audit Services Plicy, and apprved by Bard Terms f Reference reviewed fr cntinued apprpriateness and apprved by Bard 9 P a g e
Intrductin and plicy ratinale Appendix Nn Audit Services Plicy Nn-audit services prvided by the auditrs can, because f their size r nature, give rise t threats t the auditrs bjectivity and independence. The purpse f this plicy is t ensure that the prvisin f nn-audit services by the auditrs des nt impair, and is nt perceived t impair, the auditrs independence r bjectivity. The auditrs may be engaged t prvide a nn-audit service where: The skills and experience f the auditrs make them the mst suitable supplier f the nn-audit service; There are safeguards in place that eliminate r reduce t an acceptable level any threat t bjectivity and independence in the cnduct f the audit resulting frm the prvisin f the particular service by the auditrs; and The fees incurred, r t be incurred, fr nn-audit services in aggregate (and fr any substantial individual service) relative t the audit fee wuld nt be perceived by a reasnable and infrmed third party as giving rise t lss f independence n the part f the auditrs. The fllwing cnstitutes thse services that the external auditrs are expected t undertake within their audit brief. Audit Services The audit f the financial statements f the Cmpany and its UK subsidiaries and n any ther matters as set ut within the agreed audit scpe. Audit-Related Services While it is difficult t be precise regarding the definitin f wrk that the external auditr may be permitted t undertake as auditr r reprting accuntant, it may include the fllwing permissible services: Accunting advice, recmmendatins cncerning accunting plicies and reviews f accunting standards; Interim results and any ther review f the accunts fr regulatry purpses; Assurance wrk relating t cmpliance and crprate gvernance, including high level cntrls; Wrk in cnnectin with listing particulars and prspectuses; Wrk in cnnectin with any merger and acquisitin transactin which falls under Listing Rules class 1 and requires a circular; Wrk relating t capital raising i.e. debt, leases r equity; Any certificatin which is needed under lan agreement r bnd cvenants; and Regulatry reviews r reviews cmmissined by the Audit Cmmittee including wrk in cnnectin with the FCA s client assets surcebks (CASS). Apprved by Equiniti Grup plc Bard: 01 March 2018 1 P a g e
Prhibited Nn-Audit Services The external auditr shall be prhibited frm undertaking the fllwing nn-audit services: Tax services relating t: preparatin f tax frm; payrll tax; custm duties; identificatin f public subsidies and tax incentives unless supprt frm the external auditr in respect f such services is required by law; supprt regarding tax inspectins by tax authrities unless supprt frm the external auditr in respect f such inspectins is required by law; calculatin f direct and indirect tax and deferred tax; and prvisin f tax advice; services that invlve playing any part in the management r decisin-making f the Cmpany; bkkeeping and preparing accunting recrds and financial statements; payrll services; designing and implementing internal cntrl r risk management prcedures related t the preparatin and/r cntrl f financial infrmatin r designing and implementing financial infrmatin technlgy systems; valuatin services, including valuatins perfrmed in cnnectin with actuarial services r litigatin supprt services; legal services, with respect t: the prvisin f general cunsel: negtiating n behalf f the Cmpany; and acting in an advcacy rle in the reslutin f litigatin; services related t the Cmpany s internal audit functin; services linked t the financing, capital structure and allcatin and investment strategy f the Cmpany, except prviding assurance services in relatin t the financial statements, such as the issuing f cmfrt letters in cnnectin with prspectuses issued by the Cmpany; prmting, dealing in, r underwriting shares in the Cmpany; human resurces services with respect t: management in a psitin t exert significant influence ver the preparatin f the accunting recrds r financial statements which are the subject f the statutry audit, where such services invlve: searching fr r seeking ut candidates fr such psitin; r undertaking reference checks f candidates fr such psitins; structuring the rganisatin design; cst cntrl; and Any wrk where a mutuality f interest is created that culd cmprmise the independence f the external auditr. Apprved by Equiniti Grup plc Bard: 01 March 2018 2 P a g e
Other Nn-Audit Services In the absence f any apparent threat t independence, the fllwing represents the types f additinal nn-audit services that the external auditrs may be cnsidered fr: Mergers & acquisitins, dispsals and jint ventures; Benchmarking services; Cmpletin accunts, assistance and advice; Nn-IT cnsultancy services; and Frensic litigatin services. Safeguards In rder t prvide safeguards t auditr independence (particularly the self-interest threat) in the prvisin f nn-audit services the Cmpany had established the fllwing prcess: Apprvals The Audit cmmittee must pre-apprve the prvisin f all nn-audit services by the auditrs. Engagements that fall within the Audit Services classificatin f services, as set ut abve, are cnsidered t be pre-apprved by the Audit Cmmittee t a level f 50,000. Audit Services engagements with expected fees in excess f this amunt shuld be apprved by the Audit Cmmittee. All ther permitted engagements in excess f 50,000 may nly be awarded t the statutry auditr with prir apprval f the Audit Cmmittee befre cmmencement f the wrk. Reprting The Audit Cmmittee will receive a reprt every six mnths analysing fees paid fr ther nn-audit wrk by the external auditrs r reprting accuntants t ensure that the prvisin f permissible nn-audit services wuld be restricted t 70% f audit services, tgether with additinal cmmentary n assignments and n wrk carried ut r t be dne relating t safeguards f independence. Review The Audit Cmmittee, in accrdance with its Terms f Reference, will annually review the independence and bjectivity f the external auditrs, taking int accunt UK prfessinal and regulatry requirements and taking int cnsideratin all relatinships between the Cmpany and the auditr as a whle. Disclsure The Cmpany will reprt annually n the Grup s annual expenditure with the external auditr n nn-audit services and will explain hw, when the external auditr prvides nn-audit services, auditr independence and bjectivity is safeguarded and the disclsure in annual reprt will disclse the nature f nn-audit services rendered by auditrs fr nn-audit fees. Apprved by Equiniti Grup plc Bard: 01 March 2018 3 P a g e