Corporate Governance

Corporate governance statement

FOR THE YEAR ENDED 31 MARCH 2025

The Board has determined that the Quoted Companies Alliance’s (“QCA”) Corporate Governance Code for small and mid-size quoted companies (the “Code”) (revised on 13 November 2023) is the most appropriate for the Group to adhere to.

The Code is constructed around ten broad principles and a set of disclosures. The QCA has stated what it considers to be appropriate arrangements for growing companies and asks companies to provide an explanation about how they are meeting the principles through the prescribed disclosures. We have considered how we apply each principle to the extent that the Board judges these to be appropriate in the circumstances, and below we provide an explanation of the approach taken in relation to each. The Board considers that it did not depart from any of the principles of the Code during the period under review.

The following paragraphs set out the Group’s compliance with the ten principles of the Code.

1. ESTABLISH A PURPOSE, STRATEGY AND BUSINESS MODEL WHICH PROMOTE LONG TERM VALUE FOR SHAREHOLDERS

Our acquisition strategy is at the centre of our focus to drive long term shareholder value, our purpose is:

“To be a leading serial acquirer and operator of VMS businesses, maintaining their entrepreneurial spirit and culture and providing a permanent home for their teams and management talent.”

At the heart of our business lies a disciplined and long-term strategy: to acquire VMS businesses at appropriate valuations, support their organic growth over time, and reinvest the free cash flow they generate into further value-accretive opportunities.

We’re continually evaluating multiple VMS business targets. We find potential acquisitions through a structured outreach program. Engaging with niche, business-to-business, and mission-critical platforms.

We look for businesses where the majority of revenues are recurring in nature and logo churn is low. The sustainability of our strategy is underpinned by the recurring revenue model. This approach allows for a more reliable revenue stream, promoting long-term stability.

Our operating model is to run our business units in a decentralised way and actively avoid centralisation and consolidation. We do this to encourage and maintain an entrepreneurial spirit and culture and accelerate growth in each business which is run by its own management team, supported by the Board.

Our strategy and business operations are set out more fully in the Strategic Report section on pages 3 to 29 of the Group’s 2025 Annual Report.

The Group’s principal risks and uncertainties and the systems and internal controls developed to mitigate them are set out in the disclosure to principle 5 of the Code further below.

2. PROMOTE A CORPORATE CULTURE THAT IS BASED ON ETHICAL VALUES AND BEHAVIOURS

The Board firmly believes that culture is driven from the top and through sound corporate governance. It takes ultimate responsibility for the culture that is developed and evolves under its leadership and guidance. The Company has documented its Leadership Values which sit at the centre of its operating values and ethics and are disseminated to all team members. Additional information setting out how Company’s culture is fostered and supported is set out in the disclosures to Principle 5 further below.

The Group’s individual business units have staff manuals which set out, amongst other things, policies and procedures for Equality & Diversity, Modern Slavery, Anti Bribery, Anti Tax Evasion and Whistleblowing.

3. SEEK TO UNDERSTAND AND MEET SHAREHOLDER NEEDS AND EXPECTATIONS

The Board strongly believes in transparency and an open-door policy towards shareholder communications. It aims to provide fair and objective reporting and seeks to ensure its strategy, business model and performance are clearly communicated and understood through its half year and full year reports. Past and present versions are published on the Company’s website – www.softwarecircle.com/reports-downloads.

Given the stage of the Company’s development, its AGM provides the key opportunity for dialogue with shareholders. All members of the Board attend the AGM. A Notice of AGM is circulated to all shareholders on the register at least 21 days in advance of the AGM.

The Chair and Company Secretary go to additional lengths to identify and communicate with major shareholders whose holding is via nominee accounts, encouraging attendance at the AGM, voting and shareholder feedback and engagement. Both the Chair and CEO also meet on an adhoc basis with significant and major shareholders and provide feedback to the Board.

The number of proxy votes received for each vote are announced at the AGM and the results of the AGM are announced and published on our website.

Appropriate contact details are provided on all announcements and the Company Secretary’s contact details are set out on the website for shareholder enquiries.

The Company does not presently have significant representation from traditional institutional investors. However, at an appropriate juncture it will seek to develop this area with the support of its broker, Allenby Capital.

Qualitative reporting of the Company’s environmental and social matters is included in the disclosures to Principles 4 and 5 below. Whilst no quantitative measures are presently conducted or presented, this remains under review and proportionate, and decision-useful disclosures will be included in future reporting where considered relevant to investor needs and expectations.

4. TAKE INTO ACCOUNT WIDER STAKEHOLDER INTERESTS, INCLUDING SOCIAL AND ENVIRONMENTAL RESPONSIBILITIES, AND THEIR IMPLICATIONS FOR LONG-TERM SUCCESS

The Company actively engages with its wider stakeholder base to enhance decision-making, align interests, and balance the needs of all stakeholders. In doing so, it remains focused on its primary responsibility: to promote the long-term success of the Company for the benefit of its members as a whole. This is achieved through the execution of its strategy and business model, as outlined in the disclosures under Principle 1 of the Code above.

Considerations in relation to wider stakeholders and the environment which the Board took account of in making key decisions are set out in the Principal Risk and Uncertainties and S.172 Companies Act 2006 Statement sub sections of the Strategic Report section on pages 28 and 29 of the Group’s 2025 Annual Report.

Employees

The Company regularly engages with its employees via a number of practices and procedures. Team members are able to give valued feedback on the working environment and other stakeholder insights through, for example:

• on-line message boards and forums as well as third party applications and business communication platforms. Use of such platforms came into sharp focus during the pandemic and now continue to support homeworking;
• monthly face to face and virtual meetings between the Company’s CEO, Portfolio Operations Manager and business unit team leaders; and
• the Company’s annual two-day conference.

The Company aims to foster a culture that promotes a healthy work-life balance, drives team motivation and rewards success. This is achieved by focusing on key objectives and actively involving team members in developing meaningful lead and lag measures that influence and predict the achievement of those key objectives. These measures enhance accountability and create a feedback loop that recognises achievements, with success rewarded through bonus schemes linked to EBITDA growth.

The Company believes the best way to achieve alignment with its staff and encourage them to think and act like owners is to help them become owners. In the coming year we plan to make invitations under our “Save As You Earn” Scheme which allows employees to save monthly and then purchase shares in the Company at a pre-agreed price.

Customers and Suppliers

The Company has a customer centric approach to delivering value by being in constant communication with customers to ensure it is ahead of any changes. The Group business units invest in customer service software and infrastructure to support feedback from these stakeholder groups and monitor and measure internal targets for response times and quality. Regular customer surveys are undertaken to measure Net Promoter Scores and customer satisfaction.

The Group’s business units operate in different sectors and are run in a decentralised way by their own senior management teams who are responsible for engaging with customers and suppliers through events such as exhibitions, roadshows, conferences, on site visits and remote sessions. Direct feedback and responses to initiatives such as on-line polls and votes have shaped key strategic and operational decisions around important aspects of our businesses, ranging from pricing to environmental policies and considerations.

Environment

The Company is conscious of the environmental impact of the industries that its business units operate in. We seek to mitigate and minimise the Company’s impact on the environment through practices and procedures appropriate to each business unit. Nettl Systems for example offers biodegradable products and recycled options to its customers.

As part of our commitment to responsible corporate governance, we are mindful of the environmental impact of our digital infrastructure, including the hosting environments that support our software platforms. Where possible, we prioritise data centre providers that demonstrate strong environmental credentials, such as the use of renewable energy sources, high energy efficiency ratings, and carbon reduction initiatives. We continue to assess the sustainability of our hosting arrangements as part of our broader ESG strategy and intend to refine our approach over time to align with best practices and reduce our overall environmental footprint.

5. EMBED EFFECTIVE RISK MANAGEMENT, INTERNAL CONTROLS AND ASSURANCE ACTIVITIES, CONSIDERING BOTH OPPORTUNITIES AND THREATS, THROUGHOUT THE ORGANISATION

Principal risks and uncertainties faced by the Group are set out on page 28 of the Group’s 2025 Annual Report.

The Board is responsible for establishing and maintaining the Company’s system of internal control, which is designed to meet the particular needs of the Company and mitigate the risks to which it is exposed. Such a system is designed to manage these risks, to provide reasonable, but not absolute, assurance against material misstatement or loss, and to maintain proper accounting records to ensure the integrity of the financial information used within the business and for external publication.

The Board reviews the effectiveness of the system of internal control and considers whether the Company’s internal controls processes would be significantly enhanced by an internal audit function and has taken the view that at the Company’s current stage of development, this is not required. The Board will continue to review this matter each year.

The Board considers that the internal controls in place are appropriate for its size and resources, its activities and the risk profile. The key elements of the control system in operation are:

• The Board meets regularly to consider matters reserved to it and has put in place an organisational structure with clear lines of defined responsibility and with appropriate delegation of authority to manage risk. Board papers include a comprehensive CEO’s report covering a wide range of KPIs consistently applied across all business units, Red Amber Green (RAG) reporting against valuations models and pre acquisition expectations and Return On Sales (ROS) benchmarking that dictates the operational focus for each business unit, that in turn forms the basis of the operational focus set out in a ‘Playbook’ for each business unit’s senior management team to then execute.
• The Executive Directors meet prior to each full Board to discuss risks and opportunities facing the Group’s various business units.
• The CEO meets regularly, sometimes daily and at least bi-weekly, with the senior management team of each business unit providing an opportunity to consider operational risks faced and provide stakeholder feedback from across the Group’s operations.
• Steering groups are established to enable business unit leaders to share learnings and best practice in relation to key risks and opportunities such as AI and other emerging technologies;
• Group wide surveys are undertaken to identify areas of focus and resources available and support impact assessment;
• An organisational structure exists with defined roles and accountability and a culture is fostered which encourages entrepreneurial decision making while minimising risks. A key component of this is a comprehensive onboarding programme undertaken with the senior management team of each business acquired which includes:
  • the development of a 100 day plan to address, amongst other things, due diligence findings.
  • preparation of a financial budget and the plumbing in of the business unit’s accounting platform to the Group’s central reporting platform.
  • building reporting processes, procedures and infrastructure for benchmarking KPI’s and Monthly Recurring Revenue (MRR) metrics that the Group applies consistently across all business units to measure operational performance.
  • development of a Strategy map and operational ‘Playbook’ based on a RASCI model (setting out who is Responsible, Accountable, Supporting, Consulted and Informed for particular ‘Milestones/Tasks’) which sets Objectives and Key Results (OKRs) agreed with the Management teams to measure the success of a financial year, align future objectives, identify operational efficiencies, evaluate pricing and determine where organic investment should go.
• The Company has information systems for monitoring its financial performance against approved budgets and forecasts.
• A collaborative risk register is maintained setting out the processes and actions the Company has in place to mitigate each risk. All members of the Board are encouraged to propose additions to the risk register review of which is a standing agenda item at two Board meetings each year.
• The Audit Committee receives reports from the external auditors on a regular basis and from Executive Directors of the Company. The Board receives periodic reports from all Committees.
• The Group retains an insurance broker and maintains appropriate insurance cover in respect of actions taken against Directors. The Group’s individual business units maintain insurance in respect of materials loss or claims against them and the risks they face. The types of cover and insured values are reviewed annually.

As a predominantly office-based business with a relatively low environmental footprint, our direct exposure to climate-related physical risks is limited. However, we recognise the importance of understanding and managing climate-related risks as part of our broader risk management framework, both to ensure operational resilience and to meet stakeholder and regulatory expectations.

Given our size we are not presently required to assess climate-related risks in line with the Task Force on Climate-related Financial Disclosures (TCFD) framework however this will remain under review. Whilst climate risks are currently assessed as low impact relative to our operations, we remain committed to ongoing monitoring and ensuring that our approach remains appropriate as the regulatory and risk landscape evolves.

6. ESTABLISH AND MAINTAIN THE BOARD AS A WELL-FUNCTIONING, BALANCED TEAM LED BY THE CHAIR

The make-up of the Board is reviewed on an ongoing basis in light of the Company’s development, requirements and resources. Periodic refreshment occurred during the year under review with the previous Chair Jan Mohr and Non-Executive Director Conrad Bona stepping down at the 2024 AGM after 9 years on the Board. In parallel Matthias Reichert became Chair and Brad Ormsby and Marc Maurer joined the Board as Non-Executive Directors bringing experience in serial acquirers as CFO and COO respectively.

Whilst the Board presently has diversity in nationalities, socio-economic backgrounds and educational and business attainment and experience we are mindful of the absence of ethnic diversity and gender balance. The Board is committed to continual assessment of its composition as the Company evolves and levels of diversity remain a key consideration in succession planning.

The Board currently comprises four Non-Executive Directors (including the Chair) and three Executive Directors. Director’s biographies are set out on pages 30 to 31 of the Group’s 2025 Annual Report.

Historically all Directors were subject to election by shareholders at the first Annual General Meeting after their appointment and article 32 of the Company’s articles of association requires anyone who has been in office for three years without re appointment to seek re-election. In line with the Code the Company has chosen to give shareholders the opportunity to vote for directors’ continuing appointment on an annual basis.

The Company’s Chair, Matthias Riechert, is founder owner and Managing Director of P&R Investment Management Limited, which is investment advisor to Axxion SA, the Investment Manager of the P&R Real Value alternative investment fund, which is a significant shareholder in the Company with 10.76% / 41,964,109 shares. Marc Maurer, Non-Executive Director, is COO of Chapters Group AG which is a significant shareholder in the Company with 26.57% / 103,634,908 shares (116,634,908 shares at 31 March 2025). Given their respective positions with P&R Investment Management and Chapters Group the Board does not consider Mr Riechert and Mr Maurer to be independent for the purposes of Principle 6 of the Code.

To ensure transparency, disclosure, and independent oversight into matters relating to P&R Real Value or Chapters’ investments in the Company, a sub-committee of the Board, excluding Mr Riechert and Mr Maurer is formed to make decisions regarding any matters either shareholder would have an interest in. All other Non-Executive Directors are considered independent on the basis that they receive a fixed fee for their services, do not participate in any performance-related remuneration schemes, do not have any interest in a company share option scheme and have no material financial relationships with the Company.

All Board members are required to review their affiliations, relationships, and business interests on an ongoing basis and report to the Board any matter which may compromise their objectivity or impartiality in decision-making or affect their independence.

To enable the Board to discharge its duties, all Directors have full and timely access to all relevant information. A rolling programme of Board meetings is maintained throughout the year together with adhoc meetings as the Company’s requirements demand.

All Executive Directors are presently full time and devote all of their working hours to the Company’s operations. No minimum time commitment is required from Non-Executive Directors whose appointment requires them to devote such time as is necessary for the proper performance of their duties including for preparation for and attendance at all Board meetings, Board strategy away-days the Company’s AGM and meetings of the Audit and Remuneration committees they are members of.

The director’s attendance records in the year under review (including directors who have ceased to be directors in the period), is as follows:

* Resigned 18 September 2024

** Appointed 18 September 2024

The Company Secretary reports directly to the Chair on governance matters. The Board believes that Richard Lightfoot’s appointment as Director and Company Secretary is appropriate at this stage of the Company’s development and given its requirements and resources. This arrangement is assessed on an ongoing basis and separation of duties will be implemented as appropriate.

7. MAINTAIN APPROPRIATE GOVERNANCE STRUCTURES AND ENSURE THAT INDIVIDUALLY AND COLLECTIVELY THE DIRECTORS HAVE THE NECESSARY UP-TO-DATE EXPERIENCE, SKILLS AND CAPABILITIES

The Board

The Board is responsible to shareholders for the proper management of the Group including overall Group strategy, approval of capital allocation, consideration of significant financing matters and approval of Annual and Interim results and budgets.

The Executive Directors have responsibility for the day-to-day operational management of the Group’s activities. The Non-Executive Directors are responsible for bringing independent objective judgement to Board decisions.

All Directors are supplied with the Company’s Continuing Obligations memorandum which is reviewed and updated as required. The memorandum sets out and explains the Director’s responsibilities and obligations under the AIM Rules, the Market Abuse Regulation and other wider applicable legislation.

A formal schedule of all matters reserved for Board decision is maintained and reviewed regularly (last updated December 2024) covering:

• Setting and review of strategy and performance;
• Structure and capital;
• Maintenance of financial reporting and controls;
• Maintenance of internal control and risk management systems;
• Material contracts;
• Investor relations and regulatory communications;
• Constitution of Board membership and other appointments;
• Setting of Directors and Senior Management remuneration;
• Delegation of authority amongst the Board and its Committees;
• Implementation of Corporate Governance; and
• Approval of policies.

The Board maintains a rolling scheduled programme of Board meetings each year aligned with relevant events in the Company’s financial and trading calendar. Additional meetings are held as and when required.

A formal agenda is prepared for each meeting noting any unresolved matters from prior meetings, Board papers including a CEO’s report and KPIs, and CFO’s report are circulated in advance and minutes are circulated following each meeting recording actions arising.

Non-Board members are also invited to attend on occasion to participate in relevant Board discussions.

Governance is aligned at business unit level through establishing a schedule of matters reserved for subsidiary Board decision together with provision of on-line dashboards that provide a Red, Amber, Green (RAG) rated warning system and ensure alignment of operations through a continual focus on standardised KPIs, with business unit Board meetings held quarterly.

Chair and Chief Executive Officer

The differing roles of Chair and Chief Executive are acknowledged and there is a clear division of responsibility at the head of the Company.

The key functions of the Chair are: to oversee the adoption, delivery and communication of the Company’s Corporate Governance model; the effective conduct of Board Meetings and meetings of shareholders; to ensure that all Directors are properly briefed in order to take a full and constructive part in Board discussions; and to ensure the Group has appropriate strategic focus and direction.

The Chief Executive has responsibility for leading the implementation of agreed strategy and managing the day-to-day operations of the Group.

Committees

The Board has established an Audit Committee, a Remuneration Committee and an Investment Committee. In view of the stage of growth of the Company there are no formal Nomination or Corporate Governance committees, however these arrangements will remain under review.

The Audit Committee and Remuneration Committee presently comprise the Company’s Chair and two Non-executive Directors. The Investment Committee presently comprises the Chair and Marc Maurer. It is the Company’s present policy that only independent Non-executive Directors join the Audit or Remuneration Committees. Simon Barrell is presently Chair of the Audit Committee and Matthias Riechert Chair of the Remuneration Committee, his appointment being made prior to the adoption of the policy that only independent Non-executive Directors join the Company’s committees moving forwards.

The Audit Committee’s principal tasks are to review the scope of external audit, to receive regular reports from the auditors, and to review the half-yearly and annual accounts before they are presented to the Board, focusing in particular on legal requirements and accounting standards as well as areas of management judgement and estimation.

The Audit Committee is responsible for monitoring the controls which are in force to ensure the integrity of the information reported to the shareholders. The Audit Committee acts as a forum for discussion of internal control issues and contributes to the Board’s review of the effectiveness of the Group’s internal control and risk management systems and processes. The Audit Committee meets at least twice a year including immediately before the submission of the Annual Financial Statements to the Board.

The Audit Committee also undertakes a formal assessment of the auditors’ independence each year which includes:

• a review of the non-audit services provided to the Company and related fees;
• discussion with the auditors of a written report detailing all relationships with the Company and any other parties that could affect independence or the perception of independence;
• a review of the auditors’ own procedures for ensuring the independence of the audit firm and partners and staff involved in the audit, including the regular rotation of the audit partner;
• obtaining written confirmation from the auditors that, in their professional judgement, they are independent.

An analysis of the fees payable to the external audit firm in respect of both audit and non-audit services during the year is set out on page 68 of the Group’s 2025 Annual Report.

The Audit Committee advises the Board on the appointment of external auditors and on their remuneration for both audit and non-audit work.

Ultimate responsibility for reviewing and approving the Annual and Interim financial statements remains with the Board and a statement of Directors’ responsibilities in respect of the accounts is set out on page 35 of the Group’s 2025 Annual Report.

The Remuneration Committee meets at least once a year and is responsible for making recommendations to the Board on the Company’s framework of Executive remuneration and its cost. The Committee determines the contract terms, remuneration and other benefits for each of the Executive Directors, including performance related bonus schemes, pension rights and compensation payments. It also considers and oversees the implementation of any share incentive schemes.

The Board itself determines the remuneration of the Non-Executive Directors.

A Directors’ Remuneration report is set out on pages 48 and 49 of the Group’s 2025 Annual Report.

The Investment Committee provides quality control to the Executive Directors in relation to acquisition opportunities. It is responsible for reviewing deal summaries and valuation models prepared by the Executive Directors and ensuring that investments fall within pre-determined ‘Guardrails’ which include:

• Target is UK/IE based
• Target has a clearly defined niche market
• Majority of revenues are recurring in nature, a minimum of £500k per annum
• Valuation multiple → up to 7x (aEBITDA)
• Logo churn < 10%
• Customer concentration as % of recurring revenue is low
• Number of customers > 30
• Historically profitable – Stable or growing aEBITDA over the last 3 years

The Investment Committee meets on an adhoc basis as the Company’s dealflow requires. Any changes to the Guardrails or proposed deals that fall outside of Guardrails require the approval of the Board.

The Board considers that all of its Directors are of sufficient competence and calibre and between them provide an appropriate and effective balance of skills and experience, including in the areas of retailing, wholesaling, marketing, software development, ecommerce, finance and mergers and acquisitions. Directors’ biographies are set out on the website and the names, qualifications and backgrounds of each of the directors are disclosed within the Directors section on pages 30 and 31 of the Group’s 2025 Annual Report.

The Directors all ensure that their skills are kept up to date by the attendance of courses, briefings from professional advisors and reading relevant industry and professional publications.

The Board is supported where necessary by its external professional advisers. The Board continually reviews the performance of third-party advisers to ensure they are the most effective business partners for the Group. Our Auditors were last changed in July 2017.  The Group’s audit was put out for tender in August 2023 the result of which was to retain the existing auditors. Directors have access to advice and services of the Company Secretary and there is a procedure for all Directors, in furtherance of their duties, to take independent professional advice, if necessary, at the expense of the Group.

The Company Secretary provides all new Directors with a comprehensive onboarding pack and on an ongoing basis Directors are provided with updates on key developments relating to the Company and legal and governance matters including advice from the Company’s nomad, lawyers and other advisors.

8. EVALUATE BOARD PERFORMANCE BASED ON CLEAR AND RELEVANT OBJECTIVES, SEEKING CONTINUOUS IMPROVEMENT

The Chair assesses the individual contributions of each of the members of the team to ensure that:

• they are performing their roles and carrying out their responsibilities to the highest standards;
• their contribution is relevant and effective; and
• where relevant, they have maintained their independence.

Appraisals are carried out each year for all Executive Directors and to assess overall Board composition. The appraisal process is an ongoing consideration of the Board as a whole.

The Chair Matthias Riechert conducts an annual review of the Board’s effectiveness. The objective of this evaluation process is to bring to light possible changes which could make the Board’s activities and administration more effective and efficient.

Board Evaluation covers the following areas:

• the manner in which the Board is run, and operates as a team;
• the skills, experience and independence of the Board;
• the strategy of the business;
• the risks of the business;
• the Company’s ethical values and behaviours; and
• engagement with shareholders and other stakeholders.

After conducting an extensive self-evaluation during FY23, we made several board changes in September 2024. Jan Mohr and Conrad Bona stepped down after many years with the firm, having played instrumental roles in its transformation. Matthias Riechert assumed the role of Chair, Marc Maurer joined the board as a representative of Chapters, a major long-term shareholder, and Brad Ormsby was appointed as a new independent member. These additions brought relevant skills and experience to support the company in its next phase of growth as a serial acquirer. The changes have not yet achieved more diversity which remains a factor for any future changes.

BOARD REVIEW

External advisers were last engaged to provide outside views to the Board evaluation process in FY23. Given the recent re-composition of the Board, a further externally facilitated Board review process is presently not scheduled.

Presently no formal Nomination Committee exists in view of the stage of growth of the Company. Appointments to the Board and succession planning are considered by the Board as a whole and are made on merit against objective criteria relating to the skills, knowledge and expertise required, and with due regard for the benefits of diversity on the Board and requirements of the Company.

9. ESTABLISH A REMUNERATION POLICY WHICH IS SUPPORTIVE OF LONG-TERM VALUE CREATION AND THE COMPANY’S PURPOSE, STRATEGY AND CULTURE

Primary components of the Company’s Remuneration policy are two management bonus schemes which support the Company’s purpose of being a leading serial acquirer and operator of VMS businesses.

Personnel in the Group’s mergers and acquisitions team participate in an M&A Bonus based on deemed value creation achieved in respect of acquisitions made, determined by reference to growth in an internal estimate of post-acquisition value of those companies and the price paid for them.

Personnel in the Group’s operations team participate in an Operations Bonus that is based on the aggregate organic growth of sustainable earnings (EBITDA) of companies acquired.

Remuneration for senior members of the Executive Management team are aligned to long term value creation through two share option schemes under which options granted in 2023 can be exercised from September 2028 and September 2030.

At business unit level remuneration is aligned through bonus schemes based on EBITDA and ARR growth in turn linking performance to the internal quality score metric that measures year-on-year recurring revenue and EBITDA growth with a minimum target of 40 being an industry standard indicator, showing a healthy balance between growth and profitability.

Whilst the Code’s application of Principle 9 is for separate votes on the Company’s remuneration report and remuneration policy, the Board does not feel that a separate vote on the remuneration policy is proportionate for a company of our size and intends to hold a single advisory vote on its remuneration report (inclusive of the remuneration policy), details of which are set out on pages 48 and 49 of the Group’s 2025 Annual Report, at the 2025 AGM.

10. COMMUNICATE HOW THE COMPANY IS GOVERNED AND IS PERFORMING BY MAINTAINING A DIALOGUE WITH SHAREHOLDERS AND OTHER KEY STAKEHOLDERS

The Board places a high priority on clear, fair and objective reporting with its various stakeholder groups.

Challenges experienced in the year and the manner in which the Company addressed them are set out in Chair’s and Chief Executive’s statements on pages 3 to 5 and 13 to 19 of the Group’s 2025 Annual Report. The Board structure and governance processes are set out in the disclosures to principle 6 of the Code set out above.

The Company is presently of a size that it attracts limited analyst attention and does not support having a dedicated investor relations department, to that end Company announcements are the main source of information.

The Chair communicates directly on an adhoc basis with major shareholders and the CEO and CFO make regular presentations to both existing and prospective shareholders.

Internally the Company’s governance and performance is disseminated to business units through on-line dashboards with business unit management meetings held monthly and Board meetings held quarterly.

The Group’s website is regularly updated and, in addition to the Corporate Governance Statement, sets out past and present Annual Reports and Accounts (including audit remuneration committee reports), Interim Reports and Accounts, Shareholder Circulars and Notices and all Company Regulatory News Service announcements.

• including any votes giving discretion to the Chair.

27 November 2025