Chairman's statement

At M.P. Evans, we firmly believe that good corporate governance underpins the success of the Group. It supports decision-making in the boardroom, mitigates risk, and fosters a strong Group-wide culture that engenders trust in the way we operate and conduct our business. The Group operates in a sector where timelines are long, and investors need to understand how the board’s governance structures are protecting the long-term interests of shareholders.

Chairman’s role
One of my primary responsibilities is to ensure that a robust corporate governance framework exists. As a board, we consider annually which corporate governance code best suits the needs of the Group and its shareholders, and we are satisfied that the QCA Code remains appropriate. Careful agenda planning ensures that the governance areas covered by the ten principles of the QCA Code are reviewed over the course of the year by the board or its committees, including an annual assessment of how we are applying the principles. The board and its committees monitor the effectiveness of the governance tools within the
framework.

Purpose, strategy and business model
As a producer of sustainable Indonesian palm oil, the Group has a clear purpose and business model, with responsibility very much at its heart. The board dedicates time annually to reviewing the Group’s strategy, taking stakeholder considerations into account, as well as factors that can present either risk or opportunity for the business. Over many years, the board has prioritised strategies that minimise environmental impact, along with investing in the communities in and around the Group’s estates. I have no doubt that this focus has contributed to the Group’s success and will continue to do so.

Promotion of corporate culture based on ethical values and behaviours
The board has put in place clear policies for expected behaviours, which it regularly reviews, and which are promoted and embedded throughout all levels of the organisation. These policies reflect the ethical culture which the board considers to be a cornerstone of the Group’s success, and which aligns with the Group’s purpose of being a responsible producer of certified sustainable Indonesian palm oil. The Group’s policies are especially important given the size and geographical spread of its workforce.

In addition, the Group sees ethical behaviour as a competitive advantage to building trust with customers, suppliers and other key stakeholders, as well as attracting and retaining high-performing staff.

The board’s efforts in this area include annual online training to recognise behaviours associated with bribery and corruption, completed by board members and Group-wide staff. This supplements ongoing training and socialisation of the Group’s policies throughout the workforce, led by the Indonesian human resources team.

We continue to be committed to our ESG agenda. During 2025, we published updates to our TCFD and ESG reports, to keep shareholders and stakeholders fully informed of our progress towards the targets we have set ourselves. The chief executive takes an active part in preparing these reports and leads on the sustainability agenda. Our specialist ESG consultants have again been working closely with the chief executive and the Group’s sustainability team during the year, including support with report preparation, and providing board briefings. At the beginning of this year, they again led a climate-risk workshop in which the senior managers from across all the Group’s operational teams participated.

A well-functioning and balanced team
Another part of my role is to lead an effective board and maintain a dynamic management framework. The composition of the board, the breadth and depth of its skill set, the diversity of its input, and the inclusive environment to facilitate constructive debate, are hugely important to the effectiveness of the board, and we have an excellent team in place. Ensuring that we have the right people in the right roles is something to which we regularly dedicate time as a whole board, with succession planning and board evaluation routinely on the board’s agenda. Testament to the diligent attitude of each board member is the full attendance record in 2025 at all board and committee meetings, and the level of engagement within those meetings is extremely high.

In June 2025, following a rigorous, externally supported process conducted by the whole board, which included mapping out key skills and personal attributes that would benefit the board, we were very pleased to welcome a new independent non-executive director, Kate Coppinger, to the board. Since joining, Kate, who has experience chairing both remuneration and audit committees, has made valuable contributions, including as a member of the audit committee and of the remuneration committee, to which she was appointed chair.

Board members are encouraged and facilitated to maintain and build their relevant knowledge and skills. Where necessary, we engage external specialists to support the board and senior management in their decision-making.

The board continues to monitor its own effectiveness. This year, board members were able to provide feedback via an internally conducted evaluation process, and, encouragingly, this delivered a consensus that the board is a well functioning and balanced team. The annual evaluation always yields suggestions for improvements, and such feedback is a valuable part of the process. Further details are provided later in this corporate governance report.

Governance structures and risk management
The board, supported by the audit committee, continues to focus on risk identification, management, mitigation, and disclosure. As well as reviewing matters reported by the internal audit team, and monitoring the internal controls over financial reporting, there is regular dialogue between the Group’s head of risk in Indonesia and the executive directors, to ensure that the mitigation strategies developed with the audit committee are being deployed effectively, and that any newly identified risks are assessed. Groupwide online cyber-security training is completed annually by staff and directors during the year, as part of a mitigation strategy against cyber risk.

Given the degree of constructive engagement between the executive and non-executive directors, and the range of skills and attributes represented on the board and its committees, supported, where appropriate, by specialist consultants, we have not felt the need to expand our governance structure beyond the audit and remuneration committees. Contrary to the QCA Code’s recommendation, we do not have a nominations committee. However, we have a strong track record of board appointments being managed collaboratively by the whole board, and we have therefore preferred this approach up to now. Nevertheless, the board will continue to consider this, as part of its ongoing corporate governance agenda.

During the year, we strengthened our corporate governance structure by improving diversity on our board, and also by separating the chairing roles of the remuneration and audit committees.

Stakeholder awareness and engagement
As explained on the Group’s website, the board annually considers who the Group’s stakeholders are and how best to engage with them, and this practice of considering wider stakeholder issues feeds into the board’s decision-making. Perhaps the Group’s biggest stakeholder group is its employees. Employee-engagement initiatives, led by the Indonesian human resources team, have been devised to enable direct feedback to be shared by estate workers, with other engagement programmes introduced for other employee groups. During 2025, staff members were able to ask questions to the UK executives and the president director at an in person “town hall” event, which was very well received by all involved. The well established whistleblower hotline continues to be effective as a channel for stakeholders to report suspected wrongdoing, and whilst we are pleased that no serious whistleblower issues were identified during the year, any grievances reported are treated as an opportunity to see if improvements need to be made in the way we do things.

Communication
This year the chief executive and chief financial officer again conducted an extensive and well-received investor-relations programme, which is an opportunity for us directly to engage and to understand the concerns of investors.

I continue to receive positive feedback from shareholders and other stakeholders about the quality of our published materials. This reflects the efforts of the executive team who, in response to investor expectations, dedicate significant time to ensuring that high-quality information is readily available via the Group’s website, including financial and non-financial reports, videos of our operations, and recorded investor presentations and interviews. In addition, stakeholders may find it helpful to review our ZSL SPOTT and CDP ratings. Non institutional shareholders appreciate the fact that they are able to participate in online interactive presentations following the publication of interim and final results, and the Group’s AGM can be viewed via live stream.

We continue to value the QCA Code as an appropriate framework within which to develop and refine our corporate governance practices.

Peter Hadsley-Chaplin
Chairman

24 March 2026