Corporate Governance

The Board aims to lead by example and to do what is in the best interests of the Company. The Board is responsible for the stewardship of the Group and for ensuring that corporate governance arrangements are consistent with the Group’s objectives and strategy and appropriate for the nature and complexity of the Group’s operations and its status as an AIM quoted company.

The Group is committed to providing equal opportunities in employment and the creation of a work environment where everyone is treated with dignity and respect. The Group has developed and implemented policies and processes to ensure that all job applicants and employees receive equal treatment regardless of gender, race, age, disability, sexual orientation, religion or belief, nationality or ethnic origin.

Issues of bribery and corruption are taken seriously. The Group has a zero-tolerance approach to bribery and corruption and has an anti-bribery and corruption policy in place to protect the Group, its employees, and those third parties to which the business engages with. The policy is provided to staff upon joining the business to ensure that all employees are aware of the importance of preventing bribery and corruption.

The Group’s culture is documented and recognisable throughout internal and external communication and is expressed to its employees at the outset through an employee handbook.
The Board will assess and monitor corporate culture via Board meeting discussions and Board committee meetings.

The Company is committed to listening to, and openly communicating with, its shareholders to ensure that its business, strategy and performance are clearly understood and supported. The Board will seek dialogue with its shareholders via investor roadshows, one to one meetings, and regular reporting as a listed company. The Board believes that open communication with investors, and the sell-side research community, is the best way to ensure it understands what is expected of the Company to allow it to drive the Group’s business forward.

Throughout the year the CEO and CFO will meet with institutional and other shareholders and the Board will be provided with feedback from all meetings and communications with shareholders. The Board is provided with an analysis of the investor base at each meeting and research notes by sell-side analysts are circulated to all Directors. Further information on investor sentiment is provided to the Board by the Company’s brokers and financial PR advisers.

The Group recognises the importance of retail shareholders and the Investor Relations section of the Group’s website is regularly updated with the aim of providing good information for all investors, but particularly retail shareholders.

The AGM provides the main forum for face to face interaction between the Board and the Company’s retail shareholders. Shareholders will be given notice of the AGM at least 21 days before the meeting. The Company’s intention is that all Directors will attend the AGM, at which the Chair will present a statement on current trading and there will be an opportunity to ask questions formally.

Directors will be available following the meeting for informal discussions.

Forming long-term relationships with stakeholders and understanding their needs is imperative to the Company’s success. Aside from shareholders, the Board has identified its employees, customers and suppliers as key stakeholders of the business and seeks to incorporate their views as follows:

• the Board has implemented processes and procedures to ensure these relationships are maintained and developed;
• throughout the Group each employee, customer and supplier has a designated contact to ensure performance is evaluated and feedback is obtained;
• the Board takes a zero tolerance approach towards slavery which is outlined in the Group’s Modern Slavery Statement, which can be found on the Group’s website; and
• the Board is updated on stakeholder feedback during the year to ensure the Company is delivering on its strategy.

The Board works closely with the executive team with clear and open communication, with an open-door policy from the executive team down, where employees’ opinions and suggestions are valued and listened to.

The Board acknowledges its responsibility for establishing and monitoring the Group’s systems of internal control. Although no system of internal control can provide absolute assurance against material misstatement or loss, the Group’s systems are designed to provide the Directors with reasonable assurance that problems are identified on a timely basis and dealt with appropriately. The Board’s financial risk management objectives involve safeguarding the Group’s assets by identifying, managing, monitoring and reporting the critical risks across the business.

The key procedures that have been established and which are designed to provide effective control are as follows:

• Management structure – the Board meets regularly to discuss all issues and risks affecting the Group. This includes formulating and approving the Group’s strategy, budgets, corporate actions and overseeing the Group’s progress towards its goals through reviews of financial reports, forecasts, KPIs and non-financial information, such as Health and Safety reports. The Company has established an Audit and Risk Committee comprising the Non-Executive Chair and Non-Executive Directors who are responsible for reviewing management judgements, reviewing the effectiveness of internal controls, approving the external audit plan and reviewing the effectiveness and the external auditor. In addition, the Risk Committee, comprising the Non-Executive Chair and Non-Executive Directors, is responsible for reviewing the effectiveness of the Group’s risk management processes and for reviewing and maintaining the Group’s risk register; and
• Investment appraisal – the Group has a clearly defined framework for investment appraisal, including key risks for proposed transactions, and approval is required by the Board where appropriate.

The Board regularly reviews the effectiveness of the systems of internal control and considers the major business risks and the control environment. The Board considers that, in light of the control environment described above, there is no current requirement for a separate internal audit function. The Board will continue to review the need to put in place an internal audit function.

The QCA Corporate Governance Code recommends at least two members of the Board comprise non-executive directors determined by the Board to be independent. Following Admission, the Board will comprise 6 Directors, of which 2 are Executive Directors and 4 are Non-Executive Directors. The Board considers Julia Robertson, Adam Councell and Mike Ettling to be independent Non-Executive Directors and, as such, the Company complies with the requirements of the QCA Corporate Governance Code in this regard. The biographies of the Directors are set out in paragraph 10 of Part I of this document.

The Board will keep under review its current balance of composition, which provides a sufficiently wide range of skills and experience to enable it to pursue its strategic goals and to address anticipated issues in the foreseeable future. All Directors are encouraged to use their independent judgement and to challenge all matters, whether strategic or operational.

The Board is also supported by the Audit and Risk Committee, the Remuneration Committee and the Nomination Committee, further details of which are set out in paragraph 14 of Part I of this document. 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 will meet at regular intervals throughout the year and will hold at least 10 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 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 as the Company will be newly listed, each Director should have time to establish themselves in their role and work together as a Board, rather than subject themselves to annual re-election immediately. As such, the Directors of the Company will not be subject to annual re-election.

By adopting and complying with the requirements of the QCA Corporate Governance Code, the Board ensures that good corporate governance is maintained. The Non-Executive Chair leads the Board and is responsible for its governance structures, performance and effectiveness. The Board retains ultimate accountability for good governance and is responsible for monitoring the activities of the executive team. The Non-Executive Directors are responsible for bringing independent and objective judgement to Board decisions. The Executive Directors are responsible for the operation of the business and delivering the strategic goals agreed by the Board.

The Board is supported by the Audit and Risk Committee, Remuneration Committee and Nomination Committee, further details of which are set out in paragraph 14 of Part I of this document. There are certain material matters which are reserved for consideration by the full Board.

The Board intends to review the Group’s governance framework on an annual basis to ensure it remains effective and appropriate for the business going forward. This will be coordinated by the Chair and the Chair of the Audit and Risk Committee.

The Directors believe that the Board has the appropriate balance of diverse skills, experience and capabilities 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 skills and experience of the Directors are summarised in their biographies set out in paragraph 10 of Part I of this document.

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 Panmure Liberum in respect of continued compliance with, among other things, the AIM Rules for Companies.

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

The Chair currently assesses the performance of the Board on an informal continual basis taking into account the contribution each Director and committee makes to the business. Directors are also encouraged to provide feedback on all areas of the board efficacy, having due regard to the balance of skills, experience, independence and knowledge contributed by members of the Board, as well as the successful operation of the Board as a unit, its diversity and other factors relevant to its effectiveness.

Internal evaluation of the Board and individual Directors is carried out to determine effectiveness and performance of the Board and the Directors’ continued independence and capacity. The criteria against which effectiveness is considered is aligned to the strategy and business plans of the Company.

The annual evaluation of Board performance is co-ordinated and led by the Chair. The process includes peer appraisal, completion of questionnaires and discussions. Succession planning for the Board is monitored and considered during the annual evaluation of Board performance.
All aspects of the Company’s Corporate Governance shall be kept under review going forward.

Optima Health has remuneration policies designed to attract the best talent, motivate management and promote long-term sustainable performance aligned with shareholder interests. Executive remuneration is aligned to the Company’s purpose and values and is clearly linked to the delivery of long-term strategy.

Post-Admission, the Company intends to establish a formal process for an annual assessment by the Remuneration Committee to ensure this is taken into account when setting the policy for executive director remuneration.

The Board is committed to maintaining effective communication and having constructive dialogue with Shareholders and other key stakeholders. 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 Corporate Governance 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 and other key stakeholders following Admission.

Additionally, the Board will use the Company’s annual general meetings as a primary mechanism to engage directly with Shareholders and other key stakeholders, 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, IR@optimahealthplc.co.uk, and all contact details are included on the Group’s website.

The company is also committed to clearly and transparently disclosing all shareholder votes and details of voting in relation to the Company AGM held on 1st September 2025 (the “2025 AGM”), ay which all resolutions that were put to shareholders were duly passes, are set out below.

Optima Health plc

Result of Annual General Meeting

The results of the voting at the AGM are outlined in the table below.

Notes:

• Any proxy appointments which gave discretion to the chairman of the meeting have been included in the ‘For’ total.
• A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes “for” and “against” a resolution, nor in the calculation of “total votes cast” for any resolution.
• The issued share capital of the Company as at the date of the AGM was 88,776,226 ordinary shares.

• Although all the resolutions were passed, the Board of Optima notes that more than 20% of votes were cast against Resolution 13. The Board will continue to engage with shareholders and remain committed to open and constructive dialogue in order to understand shareholders’ views.