Corporate Governance

Corporate Governance at The Beauty Tech Group plc (Company)

The board of directors of the Company (Board) is committed to maintaining high standards of corporate governance. The Company will ensure that it complies, and intends to continue to comply, with the relevant principles and provisions of the UK Corporate Governance Code 2024 (Code) and will report to its shareholders on its compliance with the Code.

The Code recommends that at least half the board of directors of a UK listed company, excluding the chair, should comprise non-executive directors determined by the board of directors to be independent in character and judgement and free from relationships or circumstances which may affect, or could appear to affect, the director's judgement (Independent Non-Executive Directors). The Board consists of the Chair, two Independent Non-Executive Directors and the two Executive Directors.

The Company regards all of its non-executive directors as independent pursuant to the Code. Simon Cooper has been a non-executive director of The Beauty Tech Group Trading Limited since 1 March 2017 and Project Glow Topco Limited since 5 November 2021, both UK subsidiaries in the Company's group (Group). As such, Simon Cooper will have served as a non-executive director for nine years in March 2026. Therefore, the Board intends to keep this under review in the context of the overall Board composition and the provisions of the Code. It is currently expected that an additional independent non-executive director will be added to the Board before March 2026. The Board considers that this is an appropriate plan for an orderly phasing of Board succession, alongside ensuring the right size, experience and composition for the Board of an agile and entrepreneurially led business.

The Code recommends that the board of directors of a UK listed company should appoint one of its Independent Non-Executive Directors to be the senior independent director (SID) to provide a sounding board for the Chair and to serve as an intermediary for the other directors when necessary. The SID should be available to shareholders if they have concerns which contact through the normal channels of the chair or the executive directors has failed to resolve, or for which such channel of communication is inappropriate. The Company's SID is Simon Cooper.

The Code further recommends that directors should be subject to annual re-election. The Company intends to comply with this recommendation.

The Board