Purpose: The Company's purpose is to become Europe’s minerals platform of choice. Choice for these purposes is defined as being the preferred solutions provider for construction, environmental and industrial minerals, and the company customers choose to buy from, staff choosecto work for, local communities choose to support in its development and shareholders choose to invest in. The Company's business model and strategy are derived from and support this purpose.

Strategy: The Company invests in and acquires businesses in the lime and minerals sector. The principal activity of the Group is the production of lime and minerals products. The Group’s aim is to deliver value for shareholders in the medium to long-term through the successful execution of its strategy in the lime and minerals sector. Further information on the Strategy can be found in the CEO’s Strategic Report in the 2025 Annual Report and Accounts.

Business model: The Group’s business model is structured around four tactical pillars: Invest, Improve & Integrate, Involve, Innovate. These four tactical pillars are each headed up by one ExCo member responsible for its delivery.

Invest: The acquisition and development pillar responsible for sourcing and acquiring inorganic and organic expansion targets.

Improve & Integrate: The integration of the acquired targets, the improvement of their performance and the extraction of synergies.

Involve: The alignment between geographic entities, along commercial, research and regulatory axes to increase their effectiveness as members of one group.

Innovate: The creation of a unified technological substrate supporting all entities from a systems, analytics and innovation perspective.

The four tactical pillars support the geographic entities split up in regional operating companies. Each seeks to acquire and manage high quality quarried materials assets in the lime and minerals sector, providing the Group with a strong operating platform, diversified income streams and stable cash flows in order to grow the Group and execute on its strategy further. The Group is run as a commercially minded business, seeking to return an increase on investment capital to Shareholders.

SigmaRoc seeks to create value by purchasing assets in fragmented markets and extracting efficiencies through active management and by forming the assets into larger groups. It seeks to de-risk its investments through the selection of projects with strong asset-backing. The Group seeks to implement operational efficiencies that improve safety, enhance productivity, increase profitability and ultimately create value for Shareholders.

‍

The Board embodies and promotes a corporate culture that is based on sound ethical values and behaviours, and which is supportive of the delivery of the Company’s established purpose, strategy and business model.

The Group's core values are set out on pages 39-40 of the 2025 Annual Report and Accounts.

This culture is reflected in the actions and decisions of the Board and executive management team. The Company's corporate values guide the objectives and strategy of the Company. This culture is visible throughout the Company’s operations, including recruitment, nominations, training, and engagement. The performance and reward system throughout the Company reflects and reinforces the maintenance of this culture.

Code of conduct: The Board has adopted a code of conduct which provides a framework for ethical decision-making and actions across the Company and its subsidiaries (the "Group"). The code of conduct reiterates the Group’s commitment to integrity and fair dealing in its business affairs and its duty of care to all employees, contractors and stakeholders. Each Board member's adherence to the Group’s code of conduct is assessed as part of the annual Board review and appraisal.

Policies: In addition, the Company has adopted a number of policies to promote a culture based on ethical values and behaviours. These policies include an anti-corruption and bribery policy, an anti-slavery and human trafficking policy, a biodiversity policy, a bullying & harassment policy, a competition policy, a diversity & inclusion policy, an energy & climate change policy, an environment & water policy, a human rights & community policy, a sustainability policy and a whistleblowing policy. In addition, the Company has adopted a share dealing code for directors’ and employees’ dealings in its securities, aligning with Rule 21 of the AIM Rules and complying with the UK version of the Market Abuse Regulation ("UK MAR").

The terms of each of the above policies (and others) is available on the Company's website here.

‍

Shareholder dialogue: The Company remains committedto listening and communicating openly with all elements ofits shareholder base to ensure that its strategy, business model and performance are clearly understood. This process is led by the Chair and the Senior Independent Director. Understanding what analysts and investors think about the Company, and in turn, helping these audiences understand the Company’s business, is a key part of driving the business forward and the Company actively seeks dialogue with the market. The Board also seeks to understand the motivations behind shareholder voting decisions. The Company does so via investor roadshows, attending investor conferences, hosting capital markets days and through regular reporting. Quantitative and qualitative reporting on environmental and social matters to meet investor needs and expectations can be found in the Company's ESG and Sustainability Report contained in the 2025 Annual Report and Accounts.

Private Shareholders: The AGM is the main forum for dialogue between retail Shareholders and the Company. The Directors routinely attend the AGM and are available to answer questions raised by Shareholders. The results of the AGM are subsequently published on the Company’s corporate website. Private Shareholder events are intended to be held periodically.

Institutional Shareholders: The Company actively seeks to build relationships with institutional Shareholders through calls, presentations and visits. Shareholder relations are managed primarily by the CEO, and the Executive Chairman and Senior Independent Director are also available to meet with major shareholders to discuss issues of importance.

‍

The Company understands that long-term success relies upon good relations with a range of different stakeholder groups. The Chair and the Senior Independent Director are responsible for stakeholder engagement.

The Board periodically identifies the Company’s key stakeholders – being, its employees, contractors, suppliers and communities in which the Group operates.

Engagement: Engaging with stakeholders strengthens relationships and helps make better business decisions to deliver on commitments. The Company seeks to understand their needs, interests, and expectations and is regularly updated on wider stakeholder engagement feedback to stay abreast of stakeholder insights into the issues that matter most to them and the Group’s business, and to enable the Board to understand and consider these issues in decision making. With Shareholders, suppliers and customers, employees are some of the most important stakeholder groups and systems are in place to solicit, consider and act on feedback, including employees’ engagement surveys.

Employees, contractors & suppliers: The Group has established a safe and healthy work environment, which complies with the relevant occupational health & safety laws. The Group ensures that the workforce is provided with sufficient training to develop the appropriate skills and knowledge to complete the tasks requested of them. For the sake of occupational health & safety, all contractors and sub-contractors are treated in exactly the same manner as employees. The Company's practices towards its employees and contractors are consistent with the Company's values. The Company has put in place whistleblower arrangements to enable employees to raise concerns in confidence and processes to ensure that such matters are considered and where appropriate actions are taken. The Company’s Whistleblower Policy is available on the Company's website here.

Communities and ESG: The Board has responsibility for oversight and governance of the Company's approach to relevant environmental and social issues. The Company is aware that matters that relate to the Company’s impact on society, the communities within which it operates, or the environment – including those relating to or stemming from climate change – have the potential to affect the Company’s ability to deliver shareholder value over the medium to long-term. These matters are integrated into the Company’s strategy, risk management and business model. The Group has supported and given back to the community by participating in a selection of projects in recent years.

Further details of the Group’s environmental, social and governance related initiatives can be found in the Company's ESG and Sustainability Report contained in the 2025 Annual Report and Accounts.

Modern slavery: As part of our mission to “do the right thing” we oppose modern slavery in all its forms and work to prevent it by any means that we can. We expect anyone who has any suspicions of modern slavery in our business or our supply chain to raise their concerns without delay. Further detail of the various policies which the Board has adopted can be found here.

‍

The Board ensures that the Company’s risk management framework identifies and addresses all relevant risks in order to execute and deliver on its purpose and strategy. In doing this, the Board considers not only the enterprise view but also the extended business, including the Company’s entire supply chain, other material third parties (including suppliers of outsourced services) and reliance on strategic partners.

Risk register: To assist the Board with effectively managing risk across the Group, the Company has established a risk register, where potential risks are considered, on a proportionate and material basis, including those relating to climate change. The risk register is reviewed periodically.

Internal control: The Company has an established framework of internal control, the effectiveness of which is regularly reviewed by executive management, the Audit Committee and the Board in light of an ongoing assessment of significant risks facing the Company and the Group. The Company recognises that maintaining sound controls and discipline is critical to managing the downside risks to its business plan. The Board has ultimate responsibility for the Group’s system of internal control and for reviewing its effectiveness. The Audit Committee assists the Board in discharging its duties regarding the financial statements, accounting policies and the maintenance of proper internal business, and operational and financial controls. The Board presently considers that the internal controls in place are appropriate for the size, complexity and risk profile of the Group.

Further information on the key risks affecting the Group together with the Company's controls can be found on pages 68-73 of the 2025 Report and Accounts.

‍

Board composition: The Board is not dominated by one person or group of people and comprises the Executive Chairman, two Executive Directors, and six independent Non-Executive Directors. The Board is sensitive to both real and perceived impediments to independence (including those matters set out under Principle 6 of the QCA Code) and considers, after careful review, that the Independent Non-Executive Directors are independent for the purposes of the QCA Code and bring an independent judgement to bear. Simon Chisholm is the Board's Senior Independent Director. The biographies of the members of the Board can be found on the Company’s website.

The Board is satisfied that it has a suitable balance between independence and knowledge of the Group and its operations to discharge its duties and responsibilities effectively. The Board receives periodic updates from the management team. All directors are encouraged to use their independent judgement and to challenge all matters, whether strategic, operational or financial. Membership of the Board, its activities, performance and composition are subject to periodic review. Ultimate responsibility for the quality and effectiveness of the Board lies with the Chair.

Shareholders are given the opportunity to vote at the Company's annual general meeting on the re-election of all individual directors to the Board.

Conflicts of interest: The Company has effective procedures in place to monitor and deal with conflicts of interest. The Board is aware of the other commitments and interests of its Directors, and changes to these commitments and interests are reported to, and, where appropriate, agreed with the rest of the Board.

Diversity: The Board reflects on its own levels of diversity and is satisfied that the Board possesses the necessary knowledge and skillset – while avoiding groupthink. In assessing this, the Board has considered a number of factors, such as socio-economic backgrounds, nationality, educational attainment, gender, ethnicity and age. The Directors assess how their collective and individual perspectives add to Board discussions to ensure that there is sufficiently wide-ranging and business relevant input, to deliver the best decision-making process in the context of the Company’s business model, geographic footprint and forward-looking strategy. This assessment feeds into ongoing succession planning for the Board.

‍

Responsibilities: There is a clear division of responsibility at the head of the Company between the Chair and the CEO. Their respective roles are described below.

Chair: Set the Board agenda and Chair Board meetings, validate strategic direction of the Group, validate the tactical approach chosen in relation to the four ‘i’ tactical pillars, watch over delivery of the mandate of value creation, interact with key shareholders and key stakeholders on a regular basis, Chair or participate in certain Board committees.

CEO: Define strategy for validation with the Chair, define tactical approach and refine the four ‘i’ tactical pillars for validation with the Chair, draw up and implement a business plan based on agreed strategic direction and tactical approach, interact with shareholders and wider stakeholders on a regular basis. Chair Executive Committee meetings and participate in certain Board Committee meetings.

CFO: Set financial agenda for the Group, manage full finance function including Group financial audits, interact with shareholders and stakeholders in particular in relation to financial and Group finance matters.

Senior NED: Interact with shareholders and some key stakeholders and function as their independent point of contact and representative on the Board.

Board programme: The Board is responsible for approving the Company strategy and policies, for safeguarding the assets of the Company, and is the ultimate decision-making body of the Company in all matters except those that are reserved for specific shareholder approval.

The Board meets at least four times each year in accordance with its scheduled meeting calendar and maintains regular dialogue between Board members, in particular between the CEO, the Chairman and the non-executive Board members.

The Board and its Committees receive appropriate and timely information prior to each meeting, with a formal agenda being produced for each meeting, and Board and Committee papers distributed several days before meetings take place.

Suitability: The Board guides and monitors the business and affairs of the Company on behalf of the Shareholders by whom they are elected and to whom they are accountable. The Company maintains governance structures and processes which are in line with its corporate culture and appropriate to its size and complexity and capacity, appetite and tolerance for risk. The Board is satisfied that given its size and stage of development, between the Directors, it has an effective and appropriate balance of skills and experience across technical, commercial and financial disciplines. The Board also has the necessary skills and experience to fulfil its governance responsibilities, including among other things with respect to cyber security, emerging technologies, and relevant sustainability matters such as climate change. All Directors are encouraged continually to update their skills and knowledge and are offered relevant training and education. Full biographical details of the Directors and their skills and experience can be found on the Company’s website.

The Board is supported by a Nominations Committee, Remuneration Committee, Audit Committee, AIM and MAR Compliance Committee, ESG Committee and Safety Committee. Each committee has access to such resources, information and advice as it deems necessary, at the cost of the Company, to enable the relevant committee to discharge its duties.

As the Group grows and develops the Board will periodically review its corporate governance framework to ensure it remains appropriate for the size, complexity and risk profile of the Group.

Audit Committee

The Company has an established framework of internal control, the effectiveness of which is regularly reviewed by the Audit Committee in light of an ongoing assessment of significant risks facing the Company. The Audit Committee assists the Board in discharging its duties regarding the financial statements, accounting policies and the maintenance of proper internal business, and operational and financial controls. The Audit Committee is made up of independent, Non-Executive Directors and meets not less than twice in each financial year.

The Audit Committee is chaired by Simon Chisholm and its other members are Jacques Emsens and Francesca Medda.

Remuneration Committee The Remuneration Committee is responsible for determining and agreeing with the Board the framework or broad policy for the remuneration of the executive officers and other senior managers, taking into account all factors which it deems necessary including the level of the Company’s remuneration relative to other companies to ensure that members of the Company are provided with appropriate incentives to encourage enhanced performance and are, in a fair and reasonable manner, rewarded for their individual contributions to the success of the Company, and determining each year whether awards will be made, and if so, the overall amounts of such awards, the individual awards to Executive Directors and other senior executives and the performance targets to be used.

The Remuneration Committee is chaired by Simon Chisholm and its other members are Tim Hall and Peter Johnson.

AIM and UK MAR Compliance Committee

The AIM Rules and UK MAR Compliance Committee monitors the Company’s compliance with the AIM Rules for Companies and UK MAR and seeks to ensure that the Nominated Adviser is maintaining contact with the Company on a regular basis and vice versa. The committee ensures that procedures, resources and controls are in place with a view to ensuring the Company’s compliance with the AIM Rules for Companies and UK MAR. The committee also ensures that each meeting of the Board includes a discussion of AIM matters and assesses (with the assistance of the Nominated Adviser and other advisers) whether the Directors are aware of their AIM responsibilities from time to time and, if not, to ensure they are appropriately updated on their AIM responsibilities and obligations.

The AIM Rules and UK MAR Compliance Committee is chaired by Simon Chisholm and its other members are Jacques Emsens and Axelle Henry.

Nominations Committee

The Nominations Committee reviews the composition and efficacy of the Board and where appropriate recommend nominees as new directors to the Board. It evaluates the balance of skills, knowledge and experience on the Board and keeps up-to-date and fully informed about strategic issues and commercial changes affecting the Group and the market in which it operates. It keeps under review the leadership needs of the organisation, both executive and nonexecutive, with a view to ensuring the continued ability of the organisation to compete effectively in the marketplace.

The Nominations Committee is chaired by Peter Johnson and its other members are David Barrett and Simon Chisholm.

ESG Committee

The ESG Committee’s primary goal is to ensure that the Company delivers a positive social impact and supports long-term shareholder and stakeholder value. This includes addressing material ESG issues and contributing to the societies where the Company operates. The Committee’s role includes overseeing the Company’s sustainability strategy and ensuring compliance with its corporate governance framework in relation to ESG matters.

The ESG Committee is chaired by David Barrett and its other members are Tim Hall and Francesca Medda.

The terms of reference of each of the above committees can be found here.

Independent advice: All Directors are able to take independent professional advice from appropriate external advisers in the furtherance of their duties, if necessary, at the Company’s expense. In addition, the Directors have direct access to the advice and services of the Company Secretary and Chief financial Officer.

‍

‍

Appraisal: The Chair assesses the individual contributions of each member of the Board to ensure that their contribution is relevant and effective; they are committed; and where relevant, they have maintained their independence.

An evaluation of the Board will be carried out annually and on a three-yearly cycle the evaluations may be facilitated by an independent evaluator. The Company intends that future reviews will be assessed against the relevant criteria set out in the QCA Board Performance Review Guide.

The Remuneration Committee will compare the performance of the Board with the requirements of its charter, the Company vision and KPIs.

Succession planning is considered by the Nominations Committee and the Board as a whole. The Board will annually review and make recommendations relating to talent management and succession planning for the Board and the CEO. There is a robust process for the orderly appointment of new directors to the Board and senior management positions.

Further information on the review of Board performance and succession planning can be found in the Nominations Committee Report on pages 153 to 154 of the 2025 Report and Accounts.

‍

The Board is responsible for establishing an effective remuneration policy which is aligned with the Group’s purpose, strategy and culture, as well as its stage of development. The Board acknowledges that a remuneration policy should motivate management and promote the longterm growth of shareholder value.

Remuneration practices across the Group, in particular for senior management, support and reinforce the desired corporate culture and promote the right behaviours and decisions.

The Board has established the Remuneration Committee which is responsible for all elements of the remuneration of the executive directors and other key employees of the Group as it is designated to consider. The Remuneration Committee’s duties are, inter alia, to determine and agree with the Board the policy for the remuneration of the Executives, with such remuneration being aligned to the Company’s purpose, strategy and culture. Within the terms of the agreed remuneration policy, the Remuneration Committee will determine the total individual remuneration package of each

Executive Director including bonuses, incentive payments and share awards. The Remuneration Committee will review the design of all share incentive plans for approval by the Board and Shareholders. It will determine each year whether awards will be made under such plans, and if so, the overall amount, timing, exercise price and conditions of such awards, the individual awards to the employees of the Group and the performance targets to be used.

The annual remuneration report and remuneration policy will be put to an annual advisory shareholder vote.

‍

Communication: The Board recognises the importance of ensuring that a healthy dialogue should exist between the Board and all of its key stakeholders, including the Shareholders, and intends to be proactive in its communications to enable all interested parties to come to informed decisions about the Company.

The Company’s website will be 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 will also be made available on the website.

Where a significant proportion of votes (e.g. 20% of independent votes) have been cast against a resolution at any general meeting, the Company will include, on a timely basis, an explanation of what actions it intends to take to understand the reasons behind that vote result, and, where appropriate, any different action it has taken, or will take, as a result of the vote.

The Company's website also includes historical annual reports, investor presentations and other governance-related materials, including notices of all general meetings over the last five years, which are accessible to shareholders.

‍