Governance

Establish a purpose, strategy and business model which promote long-term value for shareholders

The Group’s purpose, business model and strategy is set out in Part I of the Admission Document. 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 within the Annual Report and Accounts of the Group. The Board will set specific long-term objectives and will monitor the extent to which the Company is succeeding in delivering its purpose.

Promote a corporate culture that is based on ethical values and behaviours

The Board recognises that corporate culture is fundamental to the Company’s success and is committed to promoting a culture based on ethical values and behaviours that support the delivery of the Company’s purpose. The Board will ensure that the Company’s culture is aligned with and supports its corporate purpose, strategic objectives, and business model, creating a coherent framework that guides decision-making at all levels of the organisation.

The corporate culture is based on the following key principles which is led by the CEO and communicated to all employees across the Group:

• Passion – our customers, colleagues and shareholders deserve us to be passionate about everything we do.
• Action – demonstrating our commitment to our customers through consistent actions.
• Trust – we trust our colleagues, and we trust the processes that the Company has developed to strive to deliver peak performance.
• Humility – we are always learning, as individuals and as a business. Without our colleagues and our customers, we cannot achieve anything alone.
• Optimism – we owe it to ourselves, our customers and our shareholders to be rationally optimistic every day.
• Speed – we have been one of the fastest growing companies in Europe because we move fast and believe in speed as a competitive advantage.

The values are reinforced to our employees right from the recruitment process through to regular communication and training. They are on display in the Company’s office and included on the Company website so available to all stakeholders. The Company’s business is underpinned by its Sales Cycle, which has been developed and is continually refined, and which is anchored by the Company’s culture at an operational level.

The Board will monitor cultural effectiveness, including regular assessment of employee engagement, feedback systems, and evaluation of how well the Company’s values are being lived throughout the organisation. The Company has implemented several policies and guidelines in effort to provide a framework for delivering certain ethical values, including an Anti-Bribery and Anti-Corruption Policy, a Data Protection Policy a Whistleblowing Policy; and a Social Media Policy.

The Board is committed to the continuous development and enhancement of the Company’s culture and implementation of improvement measures where necessary. The Company is also committed to transparent reporting on its cultural initiatives, including in its annual reporting and corporate communications.

Seek to understand and meet shareholder needs and expectations

The Board recognises that effective shareholder engagement begins with a thorough understanding of the Company’s shareholder composition and their diverse investment objectives. Day to day responsibility for investor relations will rest with the CEO and CFO, supported where appropriate by the Chair, for example as it relates to governance matters, and all other members of the Board.
The Group is committed to communicating openly with its shareholders to ensure that its strategy and performance are clearly understood. We will communicate with shareholders through the Annual Report and Accounts, full-year and half-year announcements, trading updates and the Company’s Annual General Meeting (“AGM”), and we will encourage shareholder participation in calls and face-to-face meetings. A range of corporate information (including all Company announcements) will also be available to shareholders, investors and the public on our website.

The Company’s AGM is the principal forum for dialogue with private shareholders, and we encourage all shareholders to attend and participate. The Notice of Meeting will be sent to shareholders at least 21 days before the meeting. The Chairs of the Board and all Committees, together with all other Directors whenever possible, will attend the AGM and will be available to answer questions raised by shareholders. Shareholders vote on each resolution by way of a poll, and the results are then announced and then published on our website. Should a certain resolution receive significant opposition, the Company will seek to understand the reasons for any such objection.
The Board is committed to maintaining open, transparent, and responsive communication with shareholders through multiple channels tailored to different shareholder needs. The Board will actively solicit and carefully consider shareholder feedback on all aspects of the Company’s performance and governance, including, should there be any, votes against resolutions proposed at the AGM or any other general meetings of the Company.

The Company, Strand Hanson, The Festina Lente Trustees, on behalf of The Festina Lente Trust and Omar Hamdi (as a beneficiary of The Festina Lente Trust) have entered into the Relationship Agreement which regulates the ongoing relationship between The Festina Lente Trustees, Omar Hamdi and the Company, which provides minority shareholders with certain protections, as summarised in paragraph 14.1.5 of Part VI of the Admission Document.

Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long-term success

The Board recognises that sustainable long-term success requires systematic consideration of the interests and expectations of all stakeholders whose activities are affected by the Company’s operations.

We set out below who the Company considers the following to be our main stakeholders and how we take their interests into account:

• Staff: The execution of our strategy is dependent on a high quality and motivated staff. We believe in providing opportunities to staff from a wide variety of backgrounds and are committed to actively supporting them in reaching their potential. Staff are engaged through regular communication channels, such as team meetings and performance reviews, and are provided with training ‘on the job’ as well as through other resources where appropriate. The Company has a track record of continuing to develop the team, providing opportunities for career progression that support both individual growth and organisational objectives.

• Customers: The success of our business is dependent on servicing our Customers so that they become advocates for the Company and continue to engage with us and use our services beyond the first sale. Our teams are encouraged to go ‘above and beyond’ for our Customers to ensure the best outcomes. We monitor this by obtaining feedback and ensuring all our Customers have the opportunity for a return on investment discussion after publication of their article.

• Publishers: The Company believes that sustainability of a vibrant media sector during rapid technological change is ultimately dependent on the quality and reliability of its content. The Company therefore focuses on ensuring that the articles it produces for its Customers are true to this philosophy.

• Shareholders: Our engagement with shareholders is set out in Principle 3.

The Board acknowledges the importance of incorporating environmental and social considerations into the Company’s strategic planning, risk management framework, and business model development. The Company aims to minimise its impact on the environment by having as small a physical footprint as possible, utilising only digital products and output, and limiting activities such as business travel. The Company is also mindful of its responsibility to behave as a good corporate citizen which it achieves through its stakeholder management as described above. Staff who wish to carry out charitable and not for profit activities are also supported by the Company.

The Company is committed to transparent reporting on its stakeholder engagement activities and ESG performance through its future annual reporting, sustainability disclosures and regular stakeholder communications.

Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation

The principal risks facing the Group are set out in Part III of the Admission Document. The Company maintains a risk register and the Directors will take appropriate steps to ensure the Company identifies and monitors risks and undertake a mitigation strategy to manage these risks following Admission. The Company’s business is reliant upon third parties in the supply chain to facilitate operations. Pathos assesses and seeks to mitigate the potential risks associated with such external services. The Company has, to date, grown primarily organically, however any potential acquisition opportunities will be assessed in detail by the management team, Board and advisers (as required) from a risk perspective.

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.

Establish and maintain the Board as a well-functioning, balanced team led by the Chair

On Admission the Board will comprise the following persons:

• an independent Non-Executive Chair;
• two further independent Non-Executive Directors; and
• two Executive Directors.

The biographies of the Directors are set out in paragraph 9 of Part I of the Admission Document. The Non-Executive Chair, Mark Elliott, and Non-Executive Directors, Tunji Akintokun and Linda Marston-Weston, are considered to be independent and were selected with the objective of bringing experience and independent judgement to the Board.

The Board is also supported by the Audit and Risk Committee and Remuneration and Nominations Committee, further details of which are set out in paragraph 18 of Part I of the Admission 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 Directors will be subject to retirement and re-election at every annual general meeting of the Company. It is expected that Non-Executive Directors will serve a maximum of nine years.

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 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.

Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities

The Board comprises Directors with complementary skills, diverse professional backgrounds, and extensive experience across the sectors and disciplines relevant to the Company’s business strategy and operations. Detailed biographies of each Director, including their qualifications, career history, and specific expertise, are set out in paragraph 9 of Part I of the Admission Document. The Directors collectively bring a balanced combination of executive leadership, industry knowledge, financial expertise, and governance experience that enables effective oversight of the Company’s strategic direction and operational performance.

The Board maintains an appropriate balance between executive and non-executive representation, ensuring robust challenge and independent oversight of management decisions. No single individual dominates Board proceedings, and the governance structure promotes open debate and democratic decision-making. All Directors are encouraged and empowered to challenge proposals constructively, contribute diverse perspectives, and exercise independent judgement in the best interests of the Company and its shareholders. The Board composition supports effective governance whilst maintaining the agility required for a growth-oriented AIM company.

The Board has established a comprehensive governance framework supported by the Audit and Risk Committee and Remuneration and Nominations Committee, each with clearly defined terms of reference and appropriate membership as detailed in paragraph of Part I of the Admission Document. These committees enable focused oversight of key governance areas whilst ensuring that certain material matters remain reserved for consideration by the full Board. The committee structure enhances the Board’s effectiveness by allowing detailed examination of specialist areas whilst maintaining collective responsibility for strategic decisions.

All Directors have received comprehensive briefings from the Company’s Nominated Adviser, Strand Hanson, regarding their ongoing obligations under the AIM Rules for Companies. The Board is committed to ensuring that Directors maintain current knowledge of their duties and responsibilities, with ongoing training and development provided as required. The entry into the Relationship Agreement by The Festina Lente Trustees and Omar Hamdi, as summarised in paragraph 14.1.5 of Part VI of the Admission Document, demonstrates the Board’s commitment to maintaining appropriate governance standards and managing potential conflicts of interest.

The Board recognises that effective governance requires continuous evaluation and adaptation as the Company evolves. Accordingly, the Board commits to conducting annual reviews of the Group’s governance framework, Board composition, and committee effectiveness to ensure they remain fit for purpose and aligned with the Company’s strategic objectives and stakeholder expectations.

Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

The Board recognises that regular and rigorous evaluation of its performance is essential to maintaining effective governance and ensuring continued alignment with the Company’s strategic objectives.

The Board will conduct annual evaluations of its own effectiveness and that of its committees. These evaluations will assess the performance of each committee against their respective terms of reference, examining their contribution to Board decision-making, oversight effectiveness, and adherence to governance best practices. The evaluation process will consider the balance of skills, experience, independence, and diversity across the Board and its committees, ensuring that the composition remains appropriate for the Company’s evolving strategic requirements and operational complexity.

Following Admission, the Company will establish a formal annual assessment process for individual Directors, conducted by the Non-Executive Chair in consultation with the CEO where appropriate. This process will evaluate each Director’s contribution to Board discussions, their commitment and engagement, the relevance of their skills and experience to the Company’s current needs, and their effectiveness in fulfilling their duties. The assessment will consider attendance at meetings, quality of participation in Board deliberations, contribution to strategic discussions, and performance of any specific responsibilities or committee roles.

The Chair will discuss evaluation results with the Board collectively and with individual Directors as appropriate, identifying areas for development and any training or support requirements. The Board will consider whether any changes to Board composition, committee membership, or governance processes are necessary to enhance effectiveness. The Chair will also regularly assess whether the annual evaluation process would benefit from external facilitation, particularly as the Company grows in size and complexity, and will engage independent consultants when deemed appropriate to ensure objectivity and best practice compliance.

Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture

The Company seeks to establish and maintain a remuneration policy that aligns with its strategic objectives and supports sustainable long-term value creation for shareholders whilst reflecting the Company’s purpose, strategy and culture.

The Board, through its Remuneration and Nominations Committee, has developed and will oversee a comprehensive remuneration framework that balances competitive market positioning with performance-driven incentives. Executive remuneration will likely comprise a combination of base salary, performance-related bonuses linked to both financial and non-financial key performance indicators, and long-term incentive arrangements including equity-based compensation that vests over multi-year periods to encourage retention and align management interests with those of shareholders. Performance metrics will be clearly defined, measurable, and directly linked to the Company’s strategic priorities, including both short-term operational targets and longer-term value creation objectives.

The Remuneration and Nominations Committee will regularly review and benchmark the policy against market practice and regulatory guidance to ensure it remains appropriate and effective in supporting the Company’s business strategy whilst maintaining transparency through clear disclosure of remuneration principles and outcomes in the Company’s annual reporting. Non-Executive Director fees will be set at levels sufficient to attract individuals of appropriate calibre and experience, structured as fixed fees without performance-related elements to preserve independence and objectivity in their oversight role.

Communicate how the Company is governed and is performing by maintaining a dialogue with Shareholders and other relevant stakeholders

The Board is committed to maintaining effective communication and constructive dialogue with all shareholders through a comprehensive engagement strategy that ensures transparency and accessibility as set out in Principle 3.

The Company’s primary communication channels will include its Annual Report and Accounts and interim reports, which will serve as key vehicles for updating shareholders on progress against strategic objectives, financial performance, and governance developments. These reports, together with the Company’s corporate governance statement detailing compliance with the QCA Code principles, will provide comprehensive information to all stakeholders on the Company’s governance framework, strategic direction, and operational performance. The Board will ensure that all regulatory announcements are made through a Regulatory Information Service (RIS) in accordance with the AIM Rules for Companies, maintaining timely and equal access to material information.

The Company will maintain a dedicated investor relations section on its website, which is updated regularly with current financial information, regulatory announcements, governance documentation, and corporate presentations. A dedicated investor relations email address, pathos@blytheray.com, has been established to facilitate direct communication, with all relevant contact details prominently displayed on the Company’s website. The Board recognises the evolving nature of shareholder communication and remains committed to adopting appropriate digital platforms and communication methods to enhance accessibility and engagement effectiveness.