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Corporate Governance Report

CORPORATE GOVERNANCE

policies and processes for their specific business operations in order to support assurance and compliance throughout the organisation. Leading Responsibly empowers local management to make timely and effective decisions within a defined framework. There has been continued development of the programme throughout 2025 with new and updated policies addressing the Group’s purchasing, compliance with corporate criminal offences, fraud risk management, health and safety and HR practices, together with the ongoing roll-out of new and refreshed training programmes to support the framework. Details of progress against our sustainable living throughout our activities, products and services – together with our long-standing programme to deliver social value – are set out in the ESG section on pages 66 to 79. sustainability priorities and continuing actions to enable

Guiding principle The Board recognises that its role is to provide effective leadership that promotes the long-term sustainable success of the Group, generating value for shareholders and contributing to the communities in which we operate. This report sets out the Group’s governance framework and how it and the Board support delivery of the Group’s strategy and development. While Lucy Group Limited does not currently fall within the scope of ‘The Companies (Miscellaneous Reporting) Regulations 2018’, nor do any of its subsidiaries, the Board believes that in light of its growth in recent years it is nevertheless appropriate, and beneficial to stakeholders, for the Group’s governance framework to be summarised in the context of the Wates Corporate Governance Principles for Large Private Companies (Wates Principles). Wates Principle 1 – Purpose and Leadership The Board is collectively responsible for the ongoing success of the Group and for ensuring leadership

within a framework of effective controls. It sets and promotes the Group’s purpose, values and culture, described in more detail on page 13, and throughout the financial year has maintained its Lucy Group focus on supporting the delivery of the Group’s strategy, which is focused around five strategic pillars. It has monitored financial and operational performance, compliance with applicable legal and regulatory requirements, and the development of talent within the business. The Board is responsible for the Group’s system of internal control and the development, implementation and monitoring of its policies. During the year, actions have been implemented to further strengthen and embed the Board’s ‘Leading Responsibly’ framework, which was launched in 2023 to enhance the Group’s Corporate Governance arrangements, establish clear compliance responsibilities for all Group entities and restate delegated authorities. With the continued evolution of clearer responsibilities, managers are and will be required to apply and comply with the Group’s

The North Star

1 Purpose and Leadership

Characteristics of Governance

2 Board Composition

3 Director Responsibilities

Specific Matters

6 Stakeholder Relationships and Engagement

5 Remuneration

4 Opportunity and Risk

part in meetings, visiting operating units both in the UK and overseas, and through presentations from senior management. They receive presentations and information from external advisors and have access to various technical and professional updates on a range of relevant topics useful for enhancing the Board’s knowledge and professional development. The Group is committed to the ongoing professional development of its employees, which is delivered through a variety of means including training courses and mentoring programmes, to ensure that everyone has the latest knowledge and skills required to work effectively. The Board recognises the importance of diversity, including background, gender, experience and ethnicity. Such diversity benefits debate and decision-making throughout all levels of the organisation.

skills, experience and knowledge required to take the business forward. Careful, and regular, consideration and evaluation of the Board’s composition and strengths is given to ensure that it meets the evolving strategic needs and challenges of the Group and enables effective decision-making. On a day-to-day basis, the Executive Directors are responsible for executing business strategy and managing the Group. They are supported by senior management teams in Lucy Electric, Lucy Controls and Lucy Real Estate, and local managers in their respective subsidiaries and business operations, who contribute to strategic direction and provide operational management. The Executive Directors discuss and consider all important matters that are raised to the Board or respective Committees of the Board. Directors are encouraged to update and refresh their skills, knowledge and familiarity with the Group by attending external seminars, taking

Wates Principle 2 – Board Composition

The Board of Directors comprises the Chair, who leads the Board and is responsible for its overall effectiveness, and three Executive Directors (collectively the four ‘Executive Directors’) and three Non Executive Directors. It has a duty to promote the long-term success of the Company for our shareholders and sets the Group’s strategy. A biography for each Director can be found on pages 82 to 83. All members of the Board provide constructive challenge, contribution and debate and the Board recognises that good governance, underpinned by a culture of open communication and mutual trust, is essential to successful and sustained delivery of our strategy and long-term sustainable value. It is committed to meeting the highest standards for acting in the best interests of all stakeholders. The Board’s size and composition provides an appropriate balance of diversity, background,

Governance framework

Board Four Executive Directors including Executive Chair, and three Non-Executive Directors

Audit Committee

Executive Directors

Remuneration Committee

Head Office Functions | Legal and Secretariat | Information Systems | Group Finance, Tax and Treasury | Human Resources | Risk and Insurance | Marketing and Communications | Group Health and Safety

Divisional Business Units Each business unit holds its own monthly management meetings

| Lucy Electric | Lucy Controls | Lucy Real Estate

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Lucy Group Ltd Annual Report & Accounts 2025

LUCYGROUP.COM

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