Corporate Governance Code

The Company’s shares are listed on the Alternative Investment Market (AIM) of the London Stock Exchange and subject to AIM rules. We continue to adopt the QCA Corporate Governance Code (the ‘Code’) which provides an appropriate and practical governance framework and is implemented through robust practices and systems of control aligned to our business model. We consider that meaningful compliance with the principles of the Code should provide shareholders with confidence in how the Group operates. We are a member of the QCA and, during the year, complied with all principles of the 2023 version of the code in full.

The Board is responsible for promoting the long-term sustainable success of the Group for the benefit of its shareholders and supporting all stakeholders. The Board establishes the Group’s purpose and sets its strategic direction, ensuring that these remain aligned with the Group’s culture and values.

The Board consists of Senior Executive Management together with experienced Non-Executive Directors (details of Board members can be found on pages 71-72 of our 2026 Annual Report and Accounts.). The Board meets regularly in accordance with its planned calendar and otherwise as may be required. Meetings take place in person or where necessary by video conferencing. All Directors have full and timely access to relevant information. The Board maintains a schedule of matters reserved for its approval, which is regularly reviewed and made available on the Group’s website.

The Board delegates certain matters to its Audit & Risk, Remuneration and Nomination Committees which are comprised of Non-Executive Directors. Written terms of reference govern the responsibilities of the Committees, which are reviewed regularly by the Board and made available on the Group’s website.

The Committees ensure that there is independent oversight of the matters within their remit and assist the Board in fulfilling its responsibilities. Where appropriate, each Committee has the power to appoint external advisors to support the performance of its duties. Full reports from each of the Committees, detailing their responsibilities, key considerations and actions during the year, are set out from pages 79, 81 and 83 in the 2026 Annual Report.

The Executive Committee is responsible for developing strategy recommendations to the Board, executing the Board’s approved strategy, day-to-day management of the Group’s operations, and developing and implementing the Group’s safety, environmental, social and governance framework.

The Executive Committee comprises the Executive Directors, business unit Managing Directors and the General Counsel and Company Secretary. The Committee operates in accordance with written terms of reference, which are reviewed regularly and are available on the Group’s website.

The Executive Committee meets monthly to review progress against the Group’s strategic plan, business performance and key operational developments. Oversight of principal risks and emerging issues is embedded within the Committee’s responsibilities and is informed by information collected through the Group’s risk management framework. On a quarterly basis, the Executive Committee undertakes a structured review of principal risks and emerging issues, ensuring that risk considerations are integrated with performance monitoring, strategic execution and resource allocation.

Where appropriate, matters are escalated to the Board for consideration. This approach supports a disciplined, execution‑focused governance framework and reinforces the effective management of risk in support of long‑term value creation. Feedback from Executive Committee meetings is shared with the Board.

The Senior Leadership Teams within each of our Advanced Materials and Paper & Packaging businesses have day-to-day responsibility for managing operations, monitoring performance and commercial developments, the identification and management of risks, and delivering business strategy.

The Senior Leadership Teams comprise Divisional Managing Directors together with divisional senior management, supported by members of Group functional teams for Finance and HR.

Meetings take place monthly, with feedback being shared with the Executive Committee.

Other key governance structures within the Group include:

Pensions Steering Committee

The Pensions Steering Committee is responsible for supporting the Board in the discharge of the Company’s obligations and powers in connection with the Company’s defined benefit pension schemes. It closely monitors performance of the schemes with the Trustee and investment managers, engages with the Trustee in connection with investment strategy, and ensures that appropriate governance arrangements exist.

The Committee is chaired by the CFO and comprises other Board members and senior management. It meets quarterly and as required from time to time.

ESG Working Group

In 2024, we launched our ESG Working Group, which meets quarterly to support the development and delivery of ESG objectives. The Working Group is chaired by the General Counsel and Company Secretary, and comprises a diverse range of knowledgeable and passionate people from across the Group at all levels and from a range of sites who actively participate. For more information on the ESG Working Group, see our ESG report on pages 48–56 of our 2025 Annual Report and Accounts.

The roles of the Chair and CEO are separate, clearly understood and agreed by the Board.

Non-Executive Chair

The Chair leads the Board, ensuring its effectiveness while taking account of the interests of the Group’s various stakeholders, promoting high standards of corporate governance. Key responsibilities include:

• Chairing the Board, its Nomination Committee and General Meetings.
• Ensuring the Directors effectively contribute and engage in constructive debate.
• Setting the Board’s agenda in conjunction with the CEO and Company Secretary.
• Ensuring that the Board’s effectiveness is reviewed annually and leading the performance evaluation of the CEO and Non-Executive Directors.
• Ensuring that effective induction and training programmes exist and encouraging the continued development of Directors and the Board as a whole.
• Serving as an ambassador for the Group and its products and services, culture and values.
• Engaging with shareholders and other stakeholders, and ensuring that the Board develops an understanding of external views and interests.

Chief Executive Officer

The CEO is responsible for developing the Group’s strategy and the operating performance of the Group. Key responsibilities include:

• The effective management of the Company’s businesses.
• Leading development of the Company’s strategic direction and implementing the agreed strategy.
• Developing objectives for the Executive team.
• Managing the Company’s risk profile and maintaining an effective framework of controls.
• Ensuring effective succession plans are in place and leading in the development of people.
• Ensuring effective communication with shareholders and key stakeholders on business strategy and performance.
• Providing regular operational updates to the Board.

Senior Independent Director

The responsibilities of the Senior Independent Director include:

• Providing a sounding board for the Chair and acting as an intermediary for Non-Executive Directors where necessary.
• Working closely with the Chair and other Directors, and/or shareholders to resolve issues as may be required from time to time.
• Leading the appraisal of the performance of the Chair.

Non-Executive Directors

The Non-Executive Directors bring insight and experience to the Board. They have responsibility for:

• Constructively challenging the strategies proposed by the Executive Directors.
• Scrutinising the performance of management in achieving agreed goals and objectives.
• Devoting time to developing and refreshing knowledge and skills, and being well-informed about the Company.
• Playing a leading role in the functioning of the Board Committees.
• Meeting with the Senior Independent Director to review the Chair’s performance and other matters.

The Board is supported by the Company Secretary, who assists in upholding corporate governance standards. The Company Secretary ensures compliance with Board procedures and provides support to the Chair. He advises the Board on corporate governance developments and ensures that the Board receives information in a timely manner.

The Board held 7 scheduled Board meetings during FY26, which were scheduled to coincide with key dates in the Group’s financial calendar. In addition to regular scheduled meetings, a number of additional meetings took place during the year in order to deal with specific business arising from time to time. Principal considerations at Board meetings include:

• Health, safety and environment
• Strategy
• Financial performance
• Risk
• People and culture
• Stakeholder engagement
• Governance

In advance of all Board meetings the Directors are supplied with papers covering the matters to be addressed. Members of the Executive Committee, senior management, or third parties may also attend meetings, or parts of meetings, by invitation from time to time. Executive Directors may attend Committee meetings (or parts of such meetings) by invitation where required. The Company Secretary is responsible to the Board for the timeliness and quality of information.

The Board currently comprises two Executive Directors, a Non-Executive Chair and three independent Non-Executive Directors.

Biographies for all Board members are set out on pages 71-72 of the 2026 Annual Report and Accounts.

Further information on Board composition and succession planning can be found in the Nomination Committee report, which can be found on pages 81-82 of the 2026 Annual Report.

The Board recognises the importance of Directors bringing a strong balance of skills, knowledge, and experience to delivery of the Company’s strategic objectives. During the year, the Nomination Committee reviewed its assessment of the knowledge, skills, experience, and diversity on the Board. Updated outcomes from this exercise were reviewed by the Board and used to inform succession planning. This process is the subject of regular review to best ensure the Board remains well balanced.

The Board reviews the independence of its Non-Executive Directors regularly. Taking into account all circumstances, the Board considers Non-Executive Directors Martin Court, Lyndsey Scott and Jon Yeung to be independent. Mark Cropper, David Stirling and Andrew Goody are not considered by the Board to be independent.

The Board considers that its composition represents a good balance of operational, commercial, technical and financial knowledge, entrepreneurial leadership and robust independent challenge.

The Companies Act 2006 and the Company’s Articles of Association require the Board to consider actual or potential conflicts of interest. The Board has policies for managing and, where appropriate, authorising actual or potential conflicts of interest and related party transactions. Directors are required to declare any interests they or their close family members have in third-party organisations, as well as other circumstances which could give rise to a conflict of interest. Registers of related parties and third-party interests are regularly reviewed by the Board. Directors are required to seek clearance from the Chair before taking on any new appointments to ensure that any potential conflicts of interest can be identified and addressed appropriately.

At the outset of every Board and Committee meeting, Directors are required to declare any actual or potential conflicts in relation to matters on the agenda. Where a Director has any actual or potential conflict of interest in relation to a matter under consideration, that Director is not involved in the relevant discussion or  decision‑making.

The Board adopts an inclusive and open style which encourages collaboration and the free flow of information between Executive and Non-Executive Directors. Board  members are encouraged to discuss matters openly and add value by sharing personal skills and experiences. No individual or group of individuals dominates the Board’s decision-making process. All Directors communicate regularly, and appropriate contact with senior executives within the Group is encouraged. Separate meetings of the Non-Executive Directors are held during the year to discuss strategy and performance and to enhance independent oversight and stakeholder accountability.

During the year, the Board undertook an internal effectiveness review led by the Senior Independent Director (SID). The review comprised a series of one‑to‑one discussions between the SID and each Board member, framed around key themes including strategy, the quality and organisation of Board papers, and Board dynamics and culture. The effectiveness of the Board’s Committees was also considered. The insights gathered from Directors, together with the outcomes of these discussions, were reviewed by the SID, the Company Secretary and the Chair and developed into a series of recommendations, which were presented to and considered by the Board.

The review concluded that the Board is operating effectively and benefits from a strong culture of openness, collaboration and constructive challenge. During the year, the Board’s engagement supported improved strategic focus and alignment, together with more effective oversight of the delivery of the Group’s objectives. Board dynamics were viewed positively, with constructive interaction between Executive and Non‑Executive Directors, effective leadership, and well‑established Committee structures supporting the Board’s work. The review also noted the positive impact of Non‑Executive Directors undertaking site safety walks, which has increased Board exposure to operational activities and strengthened engagement with colleagues across the business.

The review also identified areas where the Board could further strengthen its effectiveness, including continuing to enhance oversight of strategic delivery, maintaining an appropriate balance between strategic and operational matters in Board discussions as the executive team progresses the business plan, and continuing to refine the quality and consistency of management information. The importance of maintaining strong Board dynamics and culture, supported by effective meeting planning and a disciplined approach to agenda setting, was reaffirmed. In addition, it was agreed that the Nomination Committee would deepen its oversight of succession planning for senior management to ensure a strong and sustainable leadership pipeline.

Recommendations from the previous  effectiveness review undertaken in FY25 included a review of strategic planning and delivery, reducing the volume of Board papers to enhance focus, expanding the remit of the Audit Committee to strengthen oversight of risk, and further developing Board and Committee meeting planning. Each of these recommendations was implemented during the year.

The Board recognises the importance of regular effectiveness reviews as part of its commitment to continuous improvement in how it operates and discharges its responsibilities.

The Board recognises the benefits of diversity at all levels of the organisation. Diversity on the Board was reviewed in the year by the Nomination Committee and this approach will help support effective future succession planning. Our female representation on the Board is 17%. For more information on the Group’s approach to diversity, see the Nomination Committee Report from pages 81-82 of the 2026 Annual Report and Accounts.

Upon joining the Group, Directors are provided with an induction which ensures that they are fully informed and have the necessary support to perform their roles effectively. This typically involves meetings with members of the Board together with senior management, visits to operational sites and the provision of information on the Group’s products, markets and strategy, and key governance arrangements.

The Chair ensures that Directors receive information to enable them to perform their duties properly. Briefings are provided to the Board on governance, regulatory, financial and legal matters by the Company Secretary, CEO and CFO and external advisors where required. Directors are aware of their responsibility to regularly update their skills and knowledge.

Directors can obtain independent professional advice at the Group’s expense in performance of their duties. None of the Directors obtained independent professional advice in the period under review. All Directors have access to the advice and the services of the Company Secretary and access to senior management across the Group where required.

In accordance with best practice, all Directors continuing in office will stand for election (or re-election) annually at the Company’s AGM.

The Board recognises that the delivery of the Board’s strategy requires the adoption of an appropriate level of risk. Effective risk management is therefore fundamental to achieving the Group’s strategic objectives.

The Group’s strategic risk management framework adopts a tiered approach, with leaders across the organisation being responsible for the management of risks in conjunction with their strategic objectives. The framework is supported by guidance and tools designed to promote the consistent identification and management of risks across the Group, enabling consolidated review and oversight of principal and emerging risks by the Executive Committee, the Audit & Risk Committee and the Board.

The Board, supported by the Audit & Risk Committee, regularly reviews the effectiveness of the Group’s risk management and internal control systems. These systems are designed to manage, rather than eliminate, risks and to provide reasonable assurance that the Group’s strategic objectives can be achieved.

The Board recognises the importance and benefits of regular engagement with shareholders and the Group’s other stakeholders. Further information is contained in the s.172 Statement on pages 50-53 of our 2026 Annual Report and Accounts.

Our AGM will be taking place on 9 September 2026. Following the meeting to consider the proposed resolutions, there will be an opportunity for shareholders to meet the Directors informally.