Corporate Governance

The Directors believe that the Group's model and growth strategy will promote long-term value for Shareholders. An update on strategy is given from time to time in the strategic report that is included in the annual report and accounts of the Group.

The Directors have taken appropriate steps to identify risks and undertake an appropriate mitigation strategy to manage these risks.

The Directors recognise that their decisions regarding strategy and risk will impact the corporate culture of the Group, influencing its overall performance. The culture is set by the Directors and has been considered and discussed at meetings involving the Directors. The Board is aware that its tone and culture it sets impacts all aspects of the Group and how its employees behave.

The Directors promote a culture of integrity, honesty, trust and respect and all employees of the Group are expected to operate in an ethical manner in all of their internal and external dealings. The Group's policies reinforce this culture, covering matters such as whistleblowing, social media usage, anti-bribery and corruption, and general conduct of employees.

The Directors foster ethical values and behaviours to ensure that such values and behaviours guide the objectives and strategy of the Group. The Group has implemented a share dealing code for directors' and employees' dealings in its securities, aligning with Rule 21 of the AIM Rules and complying with the UK Market Abuse Regulation (“UK MAR”).

The Group fully endorses the aims of the Modern Slavery Act 2015 and adopts a zero-tolerance approach to slavery and human trafficking within the Group and its supply chain.

The Company maintains active dialogue with both institutional and private shareholders, as well as the general market through corporate announcements by way of an Regulatory Information Service (“RIS”) on matters of a material substance and/or a regulatory nature under the AIM Rules, DTR and articles 17 to 19 of the UK MAR. Updates are provided to the market through an RIS from time to time, including any financial information and/or expected material deviations to market expectations, which have been acknowledged by the Group. The Group's interim and annual reports, in particular the Chair's and CEO's statements, provide an update to shareholders on developments in the Group's strategy. In addition, management has presented the company on online platforms providing shareholders and potential investors with further access to management.

The Company's Annual General Meeting will be an opportunity for shareholders to meet with the independent Non-Executive Chair and other members of the Board. The meeting will be open to all shareholders, giving them the option to ask questions and raise issues during the formal business session or, more informally, following the meeting. The results of the annual general meeting will be announced through an RIS statement. Any update on current trading discussed during the annual general meeting will be released to the market via an RIS statement.

The Board is keen to ensure that the voting decisions of shareholders are reviewed and monitored, and the Company intends to engage with shareholders who do not vote in favour of resolutions at annual general meetings to understand their motivation.

The Company maintains a Relationship Agreement with certain of its major shareholders to ensure ongoing compliance with AIM Rule 21 and to safeguard the Company's operational independence. The full terms of this agreement are set out in the Company's AIM Admission Document, which is publicly available on the Company's AIM Rule 26 website.

The Group takes its corporate social responsibilities, including its wider environmental, social and governance responsibilities, very seriously and is focused on maintaining effective working relationships across a wide range of stakeholders in order to achieve long term success.

The Group has identified its key stakeholders, including shareholders, employees, customers, suppliers and communities, and engages with them to positively influence the development of the companies and communities it interacts with, together with the environments in which the Group operates. A register of major shareholders is maintained and regularly updated to facilitate interaction.

The Board has also established a number of formal policies which directly set out external communications, dealings and behaviours.

The Directors maintain an open and ongoing dialogue with the Company's stakeholders, providing opportunities to raise issues and provide feedback, therefore helping to promote the long-term success of the Group.

The Directors have taken appropriate steps to identify risks and undertake a mitigation strategy to manage these risks.

The risks involved and the specific uncertainties for the Group are regularly monitored and the Board, led by the Audit and Risk Committee, formally review such risks at regular intervals and adapt them as the Group's operations grow and evolve. All proposals reviewed by the Board will include a consideration of the issues and risks of the proposal. Where necessary, the Board draws on the expertise of appropriate external consultants or advisers to assist in dealing with or mitigating risk.

The finance team reviews the effectiveness of its risk assessment and internal controls monthly, and the Board reviews the effectiveness of the Company's risk assessment and internal controls at least annually.

The Group has established the following Board structure: the independent Non-Executive Chair; two independent Non-Executive Directors; one non-independent Non-Executive Director and two Executive Directors.

The Non-Executive Chair, Michael Sherwin, and Non-Executive Directors, Colin Fielding and Cynthia Alers, are considered to be independent and were selected with the objective of bringing experience and independent judgement to the Board. Jackie Ip, who serves as a Non-Executive Director, is not considered independent.

The Board is not dominated by any one individual, and all Directors have the ability to challenge proposals put forward to the meeting. The Directors have also received a briefing from Shore Capital in respect of continued compliance with, among other things, the AIM Rules for Companies.

The Group is satisfied that the current Board is sufficiently resourced to discharge its governance obligations on behalf of all stakeholders and will consider the requirement for additional executive and non-executive directors as the Company fulfils its growth objectives.

All Directors shall seek annual re-election at the Company's annual general meeting.

The Directors believe that the Board has the appropriate balance of diverse skills and experience to deliver on its core objectives. Experiences are varied and contribute to maintaining a balanced Board that has the appropriate level and range of skill to support the Group's growth strategy. The composition of the Board will be kept under regular review, taking into account the relevant skills, experience, independence, knowledge and gender balance of the Board.

The Board meets at regular intervals throughout the year and will hold at least six board meetings per annum. Processes are in place to ensure that each Director is, at all times, provided with such information as is necessary to enable each Director to discharge their respective duties.

The Group retains the services of independent advisors including financial, legal, and public relations advisers that are available to the Directors and who provide support and guidance to the Directors and complement the Group's internal expertise.

As the Group evolves over time, the Board will be assessed to ensure the skills and experience of its membership remains appropriate.

The Board is also supported by the Audit and Risk Committee and the Remuneration Committee, further details of which are set out below.

The Directors seriously consider the effectiveness of the Board, Committees of the Board, and individual performance of each Director. Regular reviews of Board performance, skills matrix and relevant experience are undertaken to ensure the Board composition remains relevant to the Group's strategic objectives.

The Company will establish a formal process for the annual assessment of the individual contributions of each member of the Board to ensure that their contribution remains relevant and effective. This will be conducted by the Non-Executive Chair who will discuss the results with the Board on a collective and individual basis as appropriate. In addition, the Non-Executive Chair will consider whether the annual evaluation should be facilitated externally.

This review of Board performance will support the Company's efforts under Principle 7 and the succession planning requirements of the Board.

The Board is responsible for establishing an effective remuneration policy which is aligned with the Group's purpose, strategy and culture, as well as with its stage of development. The Board acknowledges that a remuneration policy should motivate management and promote the long-term growth of shareholder value. Remuneration practices across the Group, in particular for senior management, should support and reinforce the desired corporate culture and promote the right behaviours and decisions.

The Board has established a Remuneration Committee which is responsible for all elements of remuneration for the Executive Directors and certain other senior executives of the Group (the “Executives”) and is responsible for determining and agreeing with the Board the framework or broad policy for the remuneration of the Executives, aligned to the Company's purpose and values, and for advising on and determining all performance-related targets relevant to the remuneration of the Executives.

The Remuneration Committee also drafts the remuneration policy in consultation with shareholders which will form part of the annual report to be approved by shareholders at the annual general meeting of the Company. As the Remuneration Committee was established in December 2025, it has focussed initially upon the establishment of appropriate pay structures for the Executives as set out in the Company's annual report for 2025. The formulation of an explicit Remuneration Policy will form part of the Committee's programme for 2026.

The Board is committed to maintaining effective communication and constructive dialogue with shareholders. The Group maintains ongoing relationships with both its private and institutional shareholders (through meetings and presentations) as well with analysts, with the opportunity to discuss issues and provide feedback at meetings with the Directors.

The Group's corporate governance statement (which sets out how it complies with the principles of the QCA Code) and the information that will be contained in the Group's annual report and accounts, provide details to all stakeholders on how the Group is governed. The Board views that the annual report and accounts as well as its half year report as key communication channels through which progress in meetings the Group's objectives and updating its strategic targets can be given to shareholders.

Additionally, the Board will use the Group's annual general meetings as a primary mechanism to engage directly with shareholders and other relevant stakeholders to give information and receive feedback about the Group and its progress. The Group's website is updated on a regular basis with information regarding the Group's activities and performance, including financial information.

There is also a designated website for investor relations, https://investors.powerprobe.com, and all contact details are included on the Group's website.