The Board recognizes that the importance of sound corporate governance is fundamental to delivering the Company’s purpose, executing its business strategy, and building trust with shareholders and other stakeholders.

The Company’s primary purpose is to build a unique service platform to simplify and more effectively address global client needs and opportunities in an increasingly fragmented and fast-moving environment where business, government, and public perception converge, and uses it as the foundation for strategy and decision‑making.

The Company’s strategy is focused on growth intended to promote value for its shareholders across both the U.S. and U.K. markets. The Board reviews our strategy and business model at least annually and monitors progress against defined long‑term objectives and operational milestones.

The Company’s mission is to be the pre-eminent provider of global strategic communications by uniting a diverse group of leading government relations, corporate communications and public affairs specialists around the world for the collective success of our clients, employees, and shareholders. The Company’s articulated purpose, mission and strategy are intended to guide the Board, Company management and personnel in executing the Group’s business plans and mitigate risks.

The Board and Company’s senior management periodically reviews the Company’s business strategy and mission statement to reflect new thinking and feedback from stakeholders in both the U.S. and U.K. markets.

The Board, at its regularly scheduled meetings, receives detailed updates regarding M&A activities and Operating Company performance. In addition, the Board periodically receives special presentations by senior management of the Operating Companies describing the nature of each Operating Company’s business, focus, approach, personnel, outlook, and results. Material strategic decisions (acquisitions, major financings, entry into new markets) are reserved for Board approval. Strategic performance is monitored against a combination of financial and key operational performance indicators, reviewed regularly by the Board.

Principal risks facing the Group are set out in the Risk Factors section of the Company’s 10-K. The Board periodically reviews, updates and discusses these risks and identifies and deploys steps to mitigate these risks and confront the day-to-day business challenges.

In 2023, the Company undertook an objective process with the Company’s investor relations agency, Buchanan Communications, to better understand relevant Environmental, Social and Governances (“ESG”) risks and impacts through a materiality assessment. This process is more fully described in the Environmental, Social and Governance (“ESG”) Matters section of the Company’s 10-K.

The Business and MD&A sections of the Company’s10-K provide further details on the Company’s purpose, strategy and business model.

The Board promotes a culture aligned to the Company’s purpose and strategy, and takes responsibility for ensuring ethical values and behaviors throughout the Group. All employees of the Group are expected to operate in an ethical manner in all internal and external dealings. The Company’s senior management leads by example with respect to acting with the highest ethical values.

The Board has adopted a written Code of Business Conduct and Ethics which became effective immediately prior to the completion of our listing on Nasdaq, and applies to all of our directors, officers and employees. Our Code of Business Conduct and Ethics has been established to encourage, among other things: (i) honest and ethical conduct, including fair dealing and the ethical handling of actual or apparent conflicts of interest; (ii) full, fair, accurate, timely and understandable disclosure; (iii) compliance with applicable governmental laws, rules and regulations; (iv) prompt internal reporting of any violations of law or the Code of Business Conduct and Ethics; (v) accountability for adherence to the Code of Business Conduct and Ethics, including fair process by which to determine violations; (vi) consistent enforcement of the Code of Business Conduct and Ethics, including clear and objective standards for compliance; (vii) protection for persons reporting any such questionable behavior; (viii) the protection of the Company’s legitimate business interests, including its assets and corporate opportunities; and (ix) confidentiality of information entrusted to directors, officers and employees by the Company and its customers.

The Board has adopted and maintains several other corporate governance and compliance policies including Corporate Governance Guidelines, an Anti-Bribery and Anti-Corruption Policy, Clawback Policy, and the Code on Dealings in the Securities of the Company and Insider Trading. All Company policies are reviewed annually and are supplemented by Operating Company-specific policies as necessary or required. Certain of the Company’s corporate governance policies are available on our website (https://investors.pphcompany.com/corporate-governance/documents-charters)

A more detailed description of the Company’s policies can be found in the Corporate Governance Policies and Practices section of the Company’s Proxy Statement.

The Board recognizes the importance of transparent and proactive engagement with the Company’s shareholders. The Company maintains an investor relations program that includes:

• meetings with institutional investors in the U.S., U.K. and Continental Europe who, along with analysts, request and/or are invited to meetings with the Chief Executive Officer, Chief Financial Officer and Chief Strategy Officer throughout the course of the year and after the announcement of the Company’s quarterly and annual results;
• earnings calls following the release of quarterly and annual results; and
• ongoing dialogue with the Chief Executive Officer, Chief Financial Officer and Chief Strategy Officer and key shareholders where requested and as appropriate in connection with governance matters and strategic developments.

The Company’s Chief Administrative Officer, along with the Chief Executive Officer, Stewart Hall, and Chief Financial Officer, Roel Smits, lead external shareholder engagement efforts, with relevant feedback from investor meetings reported to the Board.

Communications with internal shareholders and other participants in the Company’s Omnibus Incentive Plan (“LTIP”) are managed by the Company’s Chief Administrative Officer in conjunction with HR and Group operations.

In 2025 and 2026, the Company held many investor meetings/roadshows in anticipation of its U.S. listing and responded to shareholder questions on growth strategy, capital allocation, governance, and competitive market dynamics.

At the Annual General Meeting, shareholders are given the opportunity to ask questions and discuss matters with the Board. Company announcements are available to investors and the public on the Company’s website (www.pphcompany.com)  The Board intends to use its best efforts to engage with shareholders who do not vote in favor of resolutions at Annual General Meetings to understand their motivations.

The Company maintains an active corporate website (www.pphcompany.com) and posts content regularly to the news sections of the website, in addition to social media (LinkedIn primarily) to keep stakeholders apprised of business updates and key milestones, along with the required financial reporting provided within the specific investor website.

In addition to regulatory announcements (RNS, Form 8-K), the Company may also issue non-regulatory communications, including press releases, investor presentations, and other commercial announcements.

The Company also engages directly with retail investors via earned media, social media, and select investor conferences.

The Company recognizes the importance of ESG matters to our shareholder base. The Company undertook a comprehensive materiality assessment during 2023 to identify the ESG and sustainability issues that are most important to our stakeholders, which, in turn, inform the foundations of our standing ESG strategy.

The Board recognizes that long-term success depends on maintaining positive relationships with a broad range of stakeholders. The Group takes its corporate social responsibilities very seriously and is focused on maintaining effective working relationships across a wide range of stakeholders including employees, existing and new customers and subject matter experts.   The Group actively collaborates with advisors as part of its business strategy and business operation, in order to achieve long-term success.

The Group’s business model, including a holding company structure with diverse operating subsidiaries with coordinated activities across the globe, facilitates identifying shared challenges and opportunities, and marshalling key resources and relationships to navigate those challenges successfully and capitalize on those opportunities.

Through the Company’s “Management Committee” led by the Company’s Chief Executive Officer and including senior management from each Operating Company, and various other periodic meetings and calls, the Chief Executive Officer receives regular feedback from senior leadership of the Operating Companies. This feedback occurs in two capacities – executive-level management of each Operating Company as well as key shareholders owning (with other employees) a majority of the Company’s issued and outstanding capital stock.

The Company has created and maintains a platform, through ADP, to disseminate information regarding Group policies, resources, practices, and procedures.

To ensure that the Company’s efforts are focused, the Company underwent an ESG desktop-based materiality assessment which included an internal audit. This process has identified a number of initiatives in which the Company is already engaged. The intention is that the Company continually evolves and evaluates its approaches taking into account industry best practice for our sector.

For a more detailed description of the Company’s ESG strategies and goals, see the Environmental, Social and Governance (“ESG”) Matters section of the Company’s 10-K.

The Board exercises direct oversight of strategic risks to the Company. The Board administers its oversight function directly as a whole and through its standing committees that address risks inherent in their respective areas of oversight. The Audit Committee reviews guidelines and policies governing the process by which senior management assesses and manages our exposure to risk, including our major financial and operational risk exposures and the steps management takes to monitor and control such exposures. The Compensation Committee of the Board oversees risks relating to our compensation policies and practices. The Nominating and Corporate Governance Committee of the Board assists the Board by overseeing and evaluating programs and risks associated with Board organization, membership and structure and corporate governance. Each committee is charged with risk oversight and reports to the Board on those matters.

The Company maintains a formal risk register covering strategic, operational, financial and regulatory risks, which is reviewed regularly by the Board and the Audit Committee.

Given the Company’s Nasdaq listing, internal controls over financial reporting is designed to meet applicable U.S. regulatory standards.

In 2025, the Company engaged a third-party advisor in the assessment and documentation of its controls and procedures. This evaluation was conducted under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer. The Audit Committee receives regular reports and is monitoring the process.

The Company’s risk management efforts include (i) structuring management oversight and control with multi-layered carefully calibrated checks and balances, (ii) implementing financial security protocols, (iii) continuously evaluating the Company’s practices, policies and procedures to ensure compliance, (iv) providing ongoing educational opportunities for executives, managers and other employees regarding legal compliance as well as compliance with Company policies and procedures, (v) expanding the in-house legal team to serve as a resource for the Group,  and (vi) expanding the Company’s M&A and Finance teams to support the Company business model and strategy.

The Company’s Chief Executive Officer utilizes the Management Committee, as well as regular discussions, separately, with the Company’s AIM NOMAD (“NOMAD”) and Chair of the Board, to discuss risks, opportunities, and threats on a real-time basis.

The Company’s management regularly communicates with the Company’s insurance advisors to assess changes in the Group from an organizational perspective, adjusting its insurance portfolio as appropriate.

Our Board specifically considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee oversight of cybersecurity and other information technology risks. The Audit Committee is responsible for reviewing our technology security and data privacy controls with senior management. Members of our senior management team serve on a Materiality Assessment Committee (the “MAC”), which among other things, has experience addressing cybersecurity risks and leveraging third-party cybersecurity advisors to assist in monitoring, detecting, preventing and mitigating cybersecurity threats. The MAC meets on a quarterly basis to review cybersecurity threats and incidents impacting the Company, with escalation to additional members of senior management and the Audit Committee.

We have established processes (including policies) for assessing, identifying, managing, and disclosing material risk from cybersecurity threats, and have integrated these processes into our overall risk assessment and risk management procedures. We routinely assess material risks from cybersecurity threats, including any potential unauthorized access to, or other breach of our information systems, which may result in adverse effects on the confidentiality, integrity, or availability of our information systems or any information residing therein.

The Company maintains a Global Cybersecurity Incident Response Plan (“IRP”), which serves as the overarching incident response process applicable to all information security and IT incidents at the holding company and its member companies. The IRP is designed to minimize the impact of cybersecurity incidents through timely and effective response, rapidly mitigate continued threats, and ensure that incidents are handled consistently across the organization.

A more detailed description of the Company’s Risk Factors and Disclosure and Controls Procedures can be found in the Company’s Annual Report on Form 10-K.

• The Board comprises executive and non‑executive Directors with a balance of skills, industry experience, diversity and geographic perspectives. The Board believes its composition is appropriate for a company listed on both AIM and Nasdaq.
• The roles of the Board Chair and Chief Executive Officer are separate and clearly defined. The Chair is responsible for leadership of the Board and ensuring its effectiveness, while the Chief Executive Officer has responsibility for the day‑to‑day management of the Company.
• Our Board consists of nine members (a majority of whom have been determined by our Board to be independent, non-executive directors). Each director and executive officer is required to complete a director and officer questionnaire designed to elicit information relevant to independence determinations and qualifications, including any relationships, transactions or circumstances that could affect, or appear to affect, the director’s independence of character or judgment.
• The Nominating and Corporate Governance Committee reviews the completed director and officer questionnaires together with any other relevant information including length of service, shareholdings, external commitments, and any material relationships with the Company, its management or significant shareholders, and makes recommendations to the Board regarding the independence status and qualifications of each non‑executive director.
• Pursuant to our certificate of incorporation, our Board of Directors is divided into three classes, as nearly equal in number as possible, designated: Class I, Class II and Class III (the “Classified Board”), with the classes elected to staggered three-year terms. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by our Board. Our certificate of incorporation and bylaws do not limit the number of terms a member may be re-elected as a director.
• The Board has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, each of which consists entirely of independent, non-executive directors, and operates pursuant to a written charter adopted by our Board. Each member of the Audit Committee meets the financial literacy requirements of, and as required by, the rules and regulations of Nasdaq. The Board has determined that the Audit Committee Chair is an “audit committee financial expert.” The Audit Committee will at all times be composed of directors who are “financially sophisticated,” as defined under Nasdaq’s listing standards. Each Committee charter is available on our investor website (investors.pphcompany.com) under “Governance — Documents & Charters.” The composition and functioning of all of our Committees complies with all applicable requirements of the Sarbanes-Oxley Act, the SEC, and Nasdaq. Our Board of Directors may establish other committees as it deems necessary or appropriate from time to time.
• The Board has established a Disclosure Committee to support the Company’s disclosure controls and procedures and to promote accurate, timely, and consistent public disclosures. The Disclosure Committee is composed of officers with responsibility for financial reporting, legal and regulatory compliance, and external communications.
• Processes are in place to ensure that each member of the Board is, at all times, provided with such information as is necessary to discharge their duties. For example, prior to each Board meeting or Committee meeting, the Company’s corporate Secretary, prepares and circulates for Board or Committee review a detailed “Board Pack” of materials. These materials, and others presented at the meetings, form the basis for further discussion of each matter presented to the Board and its Committees. To facilitate Board review and reference, all Board Packs are made available through a secure, online portal.
• The agenda for each Board and Committee meeting is carefully designed to account for Board and Committee responsibilities and is based on numerous conversations among the Chair and Chief Executive Officer and among Company management. Minutes of the proceedings of the Board and each Committee are prepared, reviewed, approved, and maintained for reference.
• At each meeting of the Board and the Committees, the Chair of the meeting initially determines whether any matter on the agenda could be expected to raise a conflict of interest. The meeting will only proceed if the chair confirms the absence of conflicts; if a conflict is, however, identified, it will be discussed and, as appropriate, one or more members will recuse themselves.
• At each meeting of the Board, the non-executive Directors have an opportunity to request to meet in executive session.
• The Company’s Chief Executive Officer and the Company’s non-executive Chair of the Board speak regularly on a weekly basis to share ongoing developments, ideas, and plans. They also speak periodically as additional matters arise.
• The Company is satisfied that the current Board has the necessary resources to discharge its governance obligations on behalf of all stakeholders.
• Further details on the Directors, Board composition, independence and other qualifications are set out on the Company’s website (Board of Directors) and in the Proxy Statement.

Departure from the QCA Code (Principle 6):

The QCA Code recommends that all directors be subject to annual re‑election by shareholders.

The Company does not currently apply this recommendation, as the Board is classified such that Directors are divided into three classes, with each class standing for election on a staggered basis for three‑year terms.

The Board believes that a classified Board structure remains appropriate for the Company, taking into account its dual‑listing on AIM and the Nasdaq Global Market, its Delaware corporate law framework, and its current strategic and growth profile.

The Board recognizes that effective governance structures, sound systems of internal control and clearly defined processes are essential to supporting the Company’s strategy, maintaining regulatory compliance across its jurisdictions of listing and delivering sustainable long‑term shareholder value.

The Company has adopted Corporate Governance Guidelines that generally align with the QCA Code while also complying with applicable U.S. federal securities laws, SEC regulations and Nasdaq Listing Rules.

The Board has established the following standing Committees, each governed by written charters approved by the Board and published on the Company’s website: Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Each Committee is composed solely of independent non‑executive Directors, as independence is defined under the Nasdaq Listing Rules and applicable SEC regulations. The chairs of each Committee report regularly to the Board on matters within their subject matter jurisdiction.

The Nominating and Corporate Governance Committee is responsible for, among other matters, identifying and recommending candidates for election to the Board and assessing the qualifications and independence of non‑executive directors.  Each Director and executive officer is required to complete a director and officer questionnaire designed to elicit information relevant to independence determinations and qualifications.

The Nominating and Corporate Governance Committee reviews the completed director and officer questionnaires together with any other relevant information and makes recommendations to the Board regarding the independence status and qualifications of each non‑executive director.  Our Board has determined that each director is “independent” under Nasdaq listing standards and also satisfies the independence requirements set out in the QCA Code. It is intended that the Board will consider these recommendations and confirm director independence determinations and qualifications on an annual basis. Further details regarding Board composition, Committee membership, independence determinations and leadership structure are set out in the section entitled “Corporate Governance” in the Company’s Proxy Statement.

The Company has adopted a comprehensive suite of governance policies designed to promote ethical conduct, regulatory compliance and effective oversight. These policies are reviewed periodically and updated as necessary.

Key policies include:

• Code of Conduct and Business Ethics
• Whistleblower Policy, with oversight by the Audit Committee
• Code on Dealings in Securities of the Company and Insider Trading, consistent with U.S. securities laws, AIM Rule 21 and the Company’s close‑period procedures
• Anti‑Bribery and Anti-Corruption Policy
• Disclosure Controls and Procedures, overseen by the Disclosure Committee

Compliance with these policies is monitored by management, with material issues escalated to the Board or the relevant Committee as appropriate.

The Board receives timely, accurate and relevant information to enable informed decision‑making. Board and Committee materials are prepared and circulated in advance of meetings and include financial, operational, risk and compliance reporting.

The Chief Executive Officer and Chief Financial Officer provide regular updates on business performance, financial position, regulatory matters and emerging risks. The Board also receives reports from external advisors, including the external auditor, as appropriate.

The Directors also receive an annual briefing from the Company’s NOMAD in respect of continued compliance with the AIM Rules and regular briefings from the Company’s Solicitors in respect of continued compliance with U.K. MAR and other applicable laws. In 2025, Stifel, as NOMAD, attended two Board meetings, one at which Stifel made a presentation regarding compliance and other matters.

External advisors to the Company – and the Board – include (among others), Forvis Mazars, LLP, the Company’s independent auditors, representatives of whom attend Board meetings at least quarterly to discuss and report on quarterly and annual reports.

The Board intends to conduct an annual evaluation of its own effectiveness, along with that of its Committees and individual Directors. The most recent evaluation assessed Board composition, Committee performance, quality of information, governance processes and risk oversight.

The Board remains committed to reviewing and enhancing its governance arrangements as the Company evolves and as regulatory requirements and best practices develop in both the UK and U.S.

Further detail on the Directors is set out on the Company’s website (Board of Directors) and in the Company’s 10-K, as are details of the Company’s governance structures.  The Board intends to review the governance framework on an annual basis to ensure it remains effective and appropriate for the business going forward.

The Chair is responsible for ensuring an effective Board. Simon Lee, serving as the Board’s Chair, takes an active role in executing the vision of the Company through weekly calls with the Chief Executive Officer. Mr. Lee also receives regular updates from the corporate Secretary and Chief Legal Officer regarding Board and other governance matters. In conducting his functions as Chair, Mr. Lee utilizes his extensive leadership experience, including as a board chair.

Beginning in 2024 and concluding in 2025, the Company engaged in a process to evaluate the performance of the Board, the Committees, and the individual Directors against its objectives to ensure that members of the Board provide relevant and effective contributions. The evaluation process was led by the Company’s Chair.

In accordance with the QCA Code, the Company utilized the following framework for evaluating the Board based on several key indicators and criteria for Board effectiveness, including (i) clear purpose and strong leadership by the Chair, (ii) balance of skills, experience and independence, (iii) collaboration and teamwork, (iv) Directors’ understanding of the business, purpose and strategy, and (v) information and engagement with shareholders, and Board performance evaluation.

At the Board’s May 2025 meeting, the Chair summarized the findings from the Board evaluations, presented the findings to the full Board, and discussed the Board’s intent to develop and monitor a post-evaluation action plan.

As directed by the Nominating and Corporate Governance Committee, the Board and each Committee conduct an annual review and evaluation of its own performance and that of its members, including an assessment of each Committee’s compliance with its respective charter.  Based on these self-assessments, the Board and each Committee submit changes it considers necessary to the Board for approval and implementation.

Given the Company’s current size and stage of development, the Board considers that internally facilitated evaluations are appropriate and proportionate. The Board will continue to assess whether and to what extent an externally facilitated evaluation would be beneficial, particularly as the Company grows or its governance needs evolve.

The Board recognizes that effective succession planning is essential to the long‑term sustainability and growth of the Company and to maintaining strong leadership at both Board and executive management levels. Succession planning is viewed as an ongoing and proactive process.

Responsibility for overseeing succession planning is delegated to the Nominating and Corporate Governance Committee, which works closely with the Board Chair and Chief Executive Officer. The Nominating and Corporate Governance Committee, which was established in January 2026 intends to regularly review the composition of the Board and senior leadership team, taking into account the Company’s strategy, anticipated future skill requirements, and the need to maintain an appropriate balance of experience, independence, diversity of background, and continuity.

The Board intends that succession planning arrangements will be reviewed at least annually to ensure they remain appropriate as the Company grows and its strategic priorities evolve.

Until January 2026, decisions regarding the compensation of our executive Directors were made by our prior Remuneration Committee, and decisions regarding the compensation of non-executive Directors were made by the executive Directors in accordance with the terms of reference for the Remuneration Committee. Effective January 2026, we have established a Compensation Committee and our executive compensation programs, policies and practices for our Directors and executive officers are subject to the review and approval of the Compensation Committee. Under our Compensation Committee charter, the Compensation Committee is responsible for setting and reviewing the compensation of all of our Directors and executive officers, as well as individuals party to a key principle agreement with the Company. The Compensation Committee is also responsible for evaluating the performance of the Chief Executive Officer and determining and approving the Chief Executive Officer’s annual salary, bonus, equity incentives, long-term incentives and other benefits in accordance with the Chief Executive Officer’s key principle agreement. No Director or member of management may be involved in any discussions as to their own compensation.

Departure from the QCA Code (Principle 9):

Remuneration Committee Report and Remuneration Disclosure (Principle 9):

The QCA Code recommends that companies publish a clear and comprehensive Remuneration Committee Report explaining their remuneration policy, outcomes and alignment with long‑term shareholder value and contemplates that the Remuneration Committee Report is put to an advisory shareholder vote.

The Company does not publish a standalone Remuneration Committee Report in the form typically expected of U.K.‑only AIM companies.

As a Nasdaq‑listed company, the Company provides detailed executive compensation disclosure in its annual Proxy Statement in accordance with SEC regulations. Executive compensation and related disclosures are governed primarily by U.S. securities laws and Nasdaq listing standards.

The Board considers that its approach to remuneration disclosure is appropriate and proportionate, having regard to the Company’s dual‑listing on AIM and the Nasdaq, its status as a U.S. reporting issuer, and the extensive remuneration disclosure already provided.

The Company communicates with shareholders through its annual and quarterly reporting cycles, key company announcements, trading updates, the Annual General Meeting and individual meetings with shareholders.

The Company maintains an active corporate website (www.pphcompany.com) and posts content regularly to social media (LinkedIn) to keep stakeholders apprised of business updates and key milestones, along with the required financial reporting provided within the specific investor website. In addition to regulatory announcements (RNS, Form 8-K), the Company may also issue non-regulatory communications, including press releases, investor presentations, and other commercial announcements

The Company’s website (www.pphcompany.com) is updated on a regular basis with information regarding the Group’s activities and performance. The Company’s reports, presentations, notices of Annual General Meetings, and results of voting at shareholder meetings are made available on the website.

The Company maintains a dedicated AIM Rule 26 webpage setting out:

• adoption of the QCA Code;
• how each principle is applied;
• departures from the QCA Code; and
• the date of the most recent review.

Governance documents (Committee charters, codes and corporate governance guidelines) are publicly available on the Company’s website.

The Board reviews governance disclosures annually to ensure accuracy and relevance.

The Company has retained investor relations agency support to facilitate awareness of its business and performance of its stock amongst analysts, retail investors and others. Effective February 2023, the agency retained was Buchanan Communications, 107 Cheapside, London EC2V 6DN and in 2025, retained MZ Group.