Animalcare Group plc - Governance Statement

ANIMALCARE GROUP PLC (“Animalcare” or the “Company”)

(The information in this statement was last reviewed on 13 May 2026)

An Introduction from our Chairman

“As Chair of the Company, I am pleased to present the Corporate Governance Statement for the financial year ended 31 December 2025.”

The Board is committed to promoting high standards of corporate governance and our governance framework has continued to operate effectively during the year, enabling the Board to provide advice, counsel and support to the Executive team in making decisions and taking appropriate actions.

The Principles of Corporate Governance

Compliance with the 2023 Quoted Companies Alliance Corporate Governance Code (the “2023 QCA Code”)

We recognise the need for our governance practices and disclosures to continue to evolve so they fully support the delivery of the Group’s strategy and the effective application of the principles under the 2023 QCA Code. Our governance framework sets out clear roles, policies and procedures designed to ensure our compliance with the 2023 QCA Code, the AIM Rules and all other legal, regulatory and compliance requirements that apply to the Group.

We regularly review this framework to ensure it remains aligned with the Group’s strategic priorities, long‑term growth plans and the expectations of our shareholders. For the year ended 31 December 2025, the Company applied the 2023 QCA Code, which is effective for financial years beginning on or after 1 April 2024, representing our first year of reporting under it. The Board applied all 10 principles of the 2023 QCA Code during the year under review.

Further details on how we apply the 2023 QCA Code can be found in our Governance Statement on the Group’s website: www.animalcaregroup.com/investors/corporate-governance/governance-statement/.

In adopting the 2023 QCA Code for the first time, the Board has ensured that our governance practices and disclosures align with its updated principles and expectations. In line with Principle 9 of the 2023 QCA Code, we have continued our practice of putting the Directors’ Remuneration Report to an advisory shareholder vote at every Annual General Meeting since the Company’s admission to AIM in 2017, and this year, will also be putting the Remuneration Policy to an advisory shareholder vote.

Further details of our corporate governance framework and activities are set out in our Corporate Governance Report.

Supporting strategy through effective governance

The Board has collective responsibility for reviewing and implementing the Group’s strategy, while taking into account the risks and opportunities facing the Group. Our strategy is articulated in the Strategic Report section of this report and on our website, along with our business model. The Board considers the expectations of the Company’s shareholder base and its wider stakeholder and corporate social responsibilities when making decisions, in furtherance of the Group’s strategic objectives.

The Board also has oversight of the Group’s internal control and risk management systems. Alongside evaluating commercial opportunities, the Board regularly considers and reviews the Group’s principal and emerging risks and ensures that effective and appropriate mitigation strategies are in place. During the year, we have continued to review the operation of the Group’s risk management framework, as explained in our Audit and Risk Committee Report. Particular areas of focus for the Committee were monitoring the integration of the newly acquired Randlab business, a review of foreign exchange risk and policy, a review of supply chain risk management and a further review of R&D risk and development of the framework for R&D pipeline risk. Details of the risk management framework are set out in our Principal Risks section.

Stakeholder engagement and corporate culture

The Board places great importance on effective engagement with key stakeholders and aims to understand the views and interests of stakeholders so that these can be appropriately considered as part of its decision-making. The Strategic Report includes a description of how this engagement has worked in practice during the year under review and a statement about how the Directors have discharged their duty under s172 of the Companies Act 2006.

In March 2026, the Company hosted a Capital Markets event, involving presentations for investors and analysts to provide greater insight into Animalcare’s three strategic pillars, highlighting opportunities to accelerate organic revenue growth, both in the shorter-to-medium term and over the longer term, alongside a deeper dive into inorganic growth and development of pipeline potential.

We aim for a happy, motivated and committed workforce to deliver long-term success for the Group. As such, it is important to the Board that our employees know they are valued and recognise that our success depends on their continued invaluable contribution. This is reflected in the way that the Board and Senior Executive Team (SET) operate. A more detailed explanation of the Board and SET’s interaction and their monitoring of culture is given in the Corporate Governance Report.

Build trust

The Board recognises the importance of disseminating clear and understandable information about the Group and its activities and maintaining regular dialogue with our stakeholders to ensure their views are understood and considered. The Board receives information on the Group’s employee engagement programme, including details of the results of the annual employee engagement survey, and regular feedback from the Executive Directors on their discussions with shareholders, potential investors, suppliers, partners and customers.

Board capabilities

The Board comprises experienced Directors who collectively have considerable expertise in the following areas:

Strong industry experience and knowledge of the animal health and pharmaceuticals sector
Leading organisational change and integration
Managing a global supply chain
Research and development
Business planning and development
Corporate finance and mergers and acquisitions
Financial and risk management
Governance

Board Performance Review

An internal Board and Committee performance review was conducted in 2025 by way of a set of questionnaires, with the Chair’s evaluation conducted by Sylvia Metayer as Senior Independent Director. The output from this exercise was discussed by the Board and confirmed their view that the Board functions well, with open and interactive discussion. The Board also agreed that there would be an annual evaluation process going forwards, which would include a review of progress against the prior year’s areas for development. The next full review will take place in summer 2026, the outcome of which will be reported in the 2026 Annual Report.

Changes to the Board

I would like to take this opportunity to thank Marc for his invaluable contributions to the Group and we look forward to continuing to benefit from Els’s skills and experience as a Director going forward.

Ed Torr
Independent Non-Executive Chair
Animalcare Group plc
13 May 2026

Application of the QCA Corporate Governance Code published in October 2023

	Principle	Application
1	Establish a purpose, strategy and business model which promote long-term value for shareholders	An explanation of the Group’s business model and strategy is included on pages 6 to 11 of the Animalcare Group plc Annual Report and Accounts for the year ended 31 December 2025 (“2025 Annual Report”).
2	Promote a corporate culture that is based on ethical values and behaviours	The Board and the SET recognise the importance of promoting an ethical culture by leading from the top. We believe that by encouraging the right way of thinking and behaving across the Group, we will reinforce our corporate governance culture, enabling us to conduct business ethically and responsibly, drive our growth and customer-focused, people-led strategy, and deliver value for our shareholders.
3	Seek to understand and meet shareholder needs and expectations	The Company welcomes contact with its shareholders and the CFO’s and the Company’s investor relations contact details are set out in the Investors section of our website. IR Contacts. Directors are available to discuss any matters that shareholders might wish to raise. They maintain communication with institutional shareholders, other investors and analysts through meetings, particularly following publication of the Group’s interim and full year preliminary results. All shareholders are encouraged to attend the Annual General Meeting at which the Group’s activities are considered and questions answered. The Directors are available to listen to the views of shareholders informally immediately following the AGM. Investor relations activity and a review of the shareholder register are quarterly items on the Board’s agenda. General information about the Group is available on our website: www.animalcaregroup.com. This includes an overview of activities of the Group and details of all recent Group announcements.
4	Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long-term success	The Company’s business model as set out on pages 26 to 27 of our 2025 Annual report describes the key resources and relationships on which the business relies. More information on key stakeholders and how the Group engages with them can be found on pages 44 and 45 of our 2025 Annual report. The Group conducts employee surveys and has launched a leadership development and talent management programme. We also seek customer feedback through regular contact between account managers and our customers. The Board has a good understanding of the needs, interests and expectations of the Company’s stakeholders and we will continue to articulate this in our disclosures going forward.
5	Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation	The Group has continued to strengthen its framework of risk management and internal control systems, policies and procedures. The Audit and Risk Committee is responsible for reviewing this framework to ensure that it operates effectively. Our 2025 Annual Report includes an Audit and Risk Committee report which gives details of the work undertaken during this year. Our principal risks are described on pages 48 to 57 of our 2025 Annual Report, outlining risks to the business, their potential impact, how these are mitigated and the trend for each identified risk since the last reporting period. Executive Directors meet at least monthly to review ongoing trading performance versus budget and forecasts and risks associated with ongoing trading and to consider opportunities to develop and grow the business. Senior management conduct quarterly business reviews and consider new risks and opportunities for the business. The Audit and Risk Committee considers risk at its meetings and reports its findings to the Board. The Board considers opportunities to develop and grow the business at regular meetings and formally reviews the principal risks to the business at least annually.
6	Establish and maintain the board as a well-functioning, balanced team led by the chair	The names of the directors who served during the year ended 31 December 2025 are set out on pages 66 to 68 of our 2025 Annual Report. The names of the current directors is available on our website: Board of Directors. The Board comprises four Non-Executive Directors, three of whom are independent, and two Executive Directors. Our Non-Executive Director, Marc Coucke, has appointed Els Degroote to act as his alternate director in the event of his absence from certain Board meetings. Our 2025 Annual Report sets out the number of Board and Committee meetings held during the year and the attendance of directors at those meetings.
7	Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities	The names and relevant skills and experience of the current directors are available on our website: Board of Directors. Our 2025 Annual Report sets out the skills and experience each director brings to the Board.
8	Evaluate board performance based on clear and relevant objectives, seeking continuous improvement	Each year the Board conducts a performance evaluation. An internal Board evaluation was conducted in 2025. Further information on the process is provided in the Remuneration and Nomination Committee Report of our 2025 Annual Report.
9	Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture	The Board recognises the pivotal role of the Senior Leadership Team in delivering the Group’s growth strategy and performance, and with this, the long-term success of the Company while creating shareholder value. Our reward philosophy is to drive and reward high performance. In formulating remuneration policy for the Executive Directors, the Committee considers a number of factors designed to: Have regard to the Directors’ experience and the nature and complexity of their work in order to pay a competitive salary, in line with comparable companies, that attracts and retains Directors of the highest quality; Reflect the Directors’ personal performance; and Link individual remuneration packages to the Group’s long-term performance and continued success through the award of annual bonuses and share-based incentive schemes.
10	Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders	Copies of previous Annual Reports and information about shareholder voting at previous Annual General Meetings of the Company can be found on our website.