Corporate Governance

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

The Directors will take appropriate steps to identify risks and undertake a 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 is considered and discussed at meetings involving the Directors and the Board is aware that the tone and culture it sets impacts all aspects of the Group and the way that its employees behave.

The Directors will 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 take responsibility for fostering ethical values and behaviours throughout the Group, ensuring that such values and behaviours guide the objectives and strategy of the Group. With effect from Admission, the Company 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 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 will maintain active dialogue with both institutional and private Shareholders, who will be kept up to date through announcements made by way of a RIS on matters of a material substance and/or a regulatory nature. Updates will be provided to the market through a RIS from time to time, including any financial information, and any 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 statement, will provide an update to Shareholders on developments in the Group's strategy. In addition, management will endeavour to present results 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 or, more informally, following the meeting. The results of the annual general meeting will be announced through a RIS.

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.

Additionally, the Company and the Concert Party has entered into the Relationship Agreement to ensure that, amongst other things, any transactions and relationships between the Company and the members of the Concert Party are entered into on an arm's length basis and on commercial terms.

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 is reliant on its ability and willingness to engage with them to positively influence the development of the companies and communities it interacts with, together with the environments in which the Group operates.

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

The Directors will 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 will take appropriate steps to identify risks and undertake a mitigation strategy to manage these risks following Admission.

The risks involved and the specific uncertainties for the Group will be regularly monitored and the Board, led by the Audit and Risk Committee, will 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 will draw on the expertise of appropriate external consultants or advisers to assist in dealing with or mitigating risk.

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

On Admission the Board will comprise the following directors: 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. Ip Foo Wing, 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, democratically. 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.

The Directors believe that the Board has the appropriate balance of diverse skills and experience in order 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 push the Group forward.

The Board is also supported by the Audit and Risk Committee, and the Remuneration Committee, further details of which are set out below. 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 Directors will be subject to retirement by rotation at every third annual general meeting of the Company.

The Board will meet 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 Directors will consider seriously the effectiveness of the Board, Committees of the Board, and individual performance of each Director.

Post-Admission, the Company intends to establish a formal process for an annual assessment of the individual contributions of each member of the Board to ensure that their contribution is 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 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 the Remuneration Committee which is responsible for all elements of the remuneration of the chairperson of the Board, the Executive Directors and such other senior executives of the Group as it is designated to consider (together the "Executives") and is responsible, inter alia, for determining and agreeing with the Board the framework or broad policy for the remuneration of the Executives, with such remuneration being aligned to the Company's purpose and values, and for advising on and determining all performance-related formulae and targets relevant to the remuneration of the Executives.

The Remuneration Committee also has the responsibility of producing an annual report of the Company's remuneration policy and practices which will form part of the Company's annual report which is put to Shareholders for approval at the annual general meeting of the Company.

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

The Company'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 Company's annual report and accounts, provide details to all stakeholders on how the Company 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 following Admission.

Additionally, the Board will use the Company's annual general meetings as a primary mechanism to engage directly with Shareholders, to give information and receive feedback about the Group and its progress.

The Company's website will be updated on a regular basis with information regarding the Group's activities and performance, including financial information.

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