Ethics and Compliance

We have zero-tolerance for any form of modern slavery or human trafficking, and are committed to preventing modern slavery and human trafficking in our business activities and supply chains. We support the aims of the UK’s Modern Slavery Act and publish our Anti-Slavery and Human Trafficking Statement, which is approved by the Board annually, on our website at: investors.eurocell.co.uk.

We also conduct ongoing reviews of our suppliers to identify any potential risks. In addition, our employee induction process includes mandatory training on our Modern Slavery and Human Trafficking Policy.

We are committed to the highest standards of openness, honesty, integrity and accountability. The Group has a Whistleblowing Policy, and we take active steps to raise employees’ awareness of our whistleblowing platform. Work is underway across Alunet to embed our Whistleblowing Policy and procedures.

This Policy makes all employees aware that they should report any serious concerns or suspicions about any wrongdoing or malpractice on the part of any colleague of the Group, without fear of criticism, discrimination or reprisal, as well as the procedure for raising such concerns. All whistleblowers are protected under the Public Interest Disclosure Act.

Our independent whistleblowing hotline, which supports confidential and anonymous reporting, is available to all employees, contractors and suppliers, 24/7, 365 days a year. Each case is investigated confidentially by the business with appropriate response measures taken. Whistleblowing cases are reported to the Audit and Risk Committee and ultimately to the Board.

Any reports are assessed by our triage team and also reported to Alison Littley, Non-executive Director and Board Whistleblowing Champion. In 2025, three reports were raised via the Whistleblowing procedure (2024: four). Each case was found to represent a colleague grievance matter, rather than a whistleblowing event, and no wrongdoing trends were identified.

We are committed to acting fairly and with integrity, and take a zero tolerance approach to bribery, corruption or any other unethical or illegal business practices. Applying to all employees and suppliers, we explicitly prohibit any form of bribery or corruption, including:

• Money laundering
• Facilitation payments, which are typically unofficial payments made to secure or expedite a routine government action by a government official
• Kickbacks
• Political contributions
• Sponsorships.

In addition, we are committed to minimising any conflicts of interest, whereby an individual’s personal interests may compromise their judgement in the workplace, that may arise.

We will take disciplinary and/or legal action as appropriate in all cases of actual or attempted fraud across all operations. We will not obstruct any formal investigations or legal proceedings relating to any incident of corruption at Eurocell.

All staff complete training on our Anti Bribery Policy as part of their induction, and are subsequently required to complete refresher training each year. In 2025, there were no incidents of employees being disciplined or dismissed due to non compliance with our Anti-Bribery Policy (2024: nil) across the Group.

The Audit and Risk Committee, ultimately reporting to the Board, is responsible for reviewing the policies and procedures in place to prevent bribery, and for ensuring compliance across the Group. The Committee is satisfied that the Group’s procedures with respect to these matters are adequate.

Anti-Bribery & Corruption Policy

Although we have identified human rights as a material topic, we do not consider human rights issues to be a material risk for the Group due to the existing regulatory frameworks in the UK, within which our operations are confined. We do, however, acknowledge there is greater risk in our supply chain, and are therefore committed to conducting due diligence across our supply chain, in line with the Modern Slavery Act. Alunet shares a similar risk profile, and plans to extend our human rights due diligence requirements to its largest suppliers in 2026.

Employees and other relevant internal and external stakeholders can report any concerns relating to human rights across Eurocell’s direct operations or supply chain through our confidential whistleblowing channel. No violations on human rights have been reported in 2025 across the combined Group, or in the previous three years.

At Eurocell we respect the privacy of colleagues, customers, suppliers and all other parties with which we interact. We seek to minimise the amount of personal data we collect, and to ensure the robust and sufficiently segregated storage of any data that is held.

Information security and cyber threats are increasing risks. Cyber security therefore continues to receive considerable management attention, as well as focus from the Audit and Risk Committee and the Board. This is also reflected in the results of our ESG materiality assessment, which placed cyber and data security among the most material issues facing the business.

This year we have engaged with a third party expert to undertake an extensive review of our technical cyber capabilities, including simulated attacks. We are pleased to report that no material technical risks were identified for which mitigation (typically in the form of prevention and detection measures) was not already in place. In addition, we continue to operate:

• An extensive programme of mandatory cyber security training to all colleagues, through a series of monthly short videos and quizzes covering a range of security threats and ways to mitigate the risks
• Ongoing strengthening of cyber risk detection tools, including vulnerability analysis penetration testing
• Ongoing strengthening of incident response measures, including managed detection and response (‘MDR’), security instant event monitoring (‘SIEM’), privileged access management (‘PAM’) and firewall hardening
• Business continuity plans, making appropriate updates and adjustments as needed.

Prior to the acquisition, Alunet operated with a reasonable level of cybersecurity in place. Following the acquisition, we implemented enhanced controls, including endpoint protection, followed by mandatory cyber training and regular phishing simulations. Alunet is being progressively integrated into the Eurocell’s IT systems, policies and procedures.

We recognise the responsibility we have to our stakeholders and communities to set the highest standards of corporate conduct, and paying the right amount of tax is fundamental to this. Across our entire operations, we are committed to compliance with tax law and practice, and are committed to compliance with the spirit as well as the letter of the law.

Our Tax Strategy is reviewed, discussed and approved by the Board annually and our Tax Policy is available at: investors.eurocell.co.uk. The Audit and Risk Committee periodically reviews the Group’s tax affairs and risks.

We have held the Fair Tax Mark accreditation since 2019. Fair Tax Mark is an independent certification, which recognises organisations that demonstrate they are paying the right amount of corporation tax in the right place, at the right time.

The Board reviews all matters and decisions through the consideration and discussion of reports, which are sent in advance of each of their meetings and through presentations to the Board. When the Directors discharge their duty as set out in section 172 of the Companies Act 2006 (‘section 172’ or ‘s.172’), they have regard to the other factors set out on page 70.

The Directors are required to include a statement of how they have had regard to stakeholders and the other factors set out in section 172(1) (a) to (f) when performing their duty. The full s.172(1) statement may be found on pages 70 to 73. On these pages, we have set out examples of how the Directors have had regard to the matters in s172(1) (a) to (f) when discharging their section 172 duty.

In order to consolidate our reporting requirements under sections 414CA and 414CB of the Companies Act 2006 in respect of Non-Financial Reporting, the table on page 89 shows where in this Annual Report and Accounts to find each of the disclosure requirements.

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