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Chairman's Corporate Governance Statement

I am pleased to present the Group's Corporate Governance Report for this year. As Chairman, my role is to lead the Board, ensuring it operates effectively, and I take overall responsibility for the governance framework of the Company.

We continue to report under the QCA Corporate Governance Code ("QCA Code") and this report sets out how we comply with, and have applied, the principles and Code during the year.

As previously stated, the Group had a successful year, continuing to deliver on its strategy and achieving creditable financial results. The Board continues to work and interact well together through both its regular formal meetings and other ad-hoc contacts.

The Group published its first long-term Sustainability Strategy 'Driving Sustainability' in last year's annual report. The strategy builds on the Group's long track record of making a positive contribution to Colleagues and the communities it operates in, and outlined the Company's ambition to drive the sustainability agenda in the years ahead. The strategy included ambitious targets and goals aligned to the strategic objectives of the Group. Updates on the Group's performance against these targets are given in the sustainability section of the strategic report on pages 30 - 33 of the 2022 Annual Report.

The Group has had a consistent set of Values since its inception. These values are at the heart of Group culture and are embedded throughout the Group as described in the Group Strategy and Colleagues sections of the 2022 Annual Report. All decisions by the Board reflect these Values to ensure that the culture is maintained and all Group premises display and actively refer to the Values regularly. The colleague feedback survey indicated that this culture continues to be very strong - and has improved throughout the last year despite the challenges faced by colleagues. The Board reviews this in detail each year - as well as the results of the quarterly snapshot of colleague sentiment about the Group.

Changes During the Year

There have been no changes to Board composition during the year. However, the expected term of Pauline Best's Non-executive directorship has since been extended for a further 3 years to 2025 as she continues to make a significant and vital contribution.

Pauline took the role of designated Non-executive Director for effective engagement with the Groups' colleagues , and engagement and resulting actions are underway.

The Board undertook an annual board evaluation process in February 2022 through an anonymous survey by the Board. Results have been reviewed and actions for the coming year agreed. As a result, particular focus will be given to the work of the Group Nominations Committee and the future structure of the Board. Annual appraisals of the Executive Directors, with the CEO appraised by the Chairman, have also been carried out.

This year's Annual General Meeting ("AGM") will be held on 22 June 2022.

Andrew Goss, Non-executive Chairman

11 May 2022

QCA Code Principle Pages in 2022 Annual Report
1. Establish a Strategy and business model which promotes long-term value for shareholders. Group Strategy - pages 9 – 18
2. Seek to understand and meet shareholder needs and expectations. investors.vertumotors.com
3. Take into account wider stakeholder and social responsibilities and their implications for long-term success. s172 statement - pages 4 – 7
4. Embed effective risk management, considering both opportunities and threats, throughout the organisation. Risk Management - pages 39 – 42
5. Maintain the Board as a well-functioning balanced team led by the Chair. Board Leadership - pages 47 – 50
6. Ensure that, between them, the Directors have the necessary up-to-date experience, skills and capabilities. Board Leadership - pages 47 – 50
7. Evaluate Board performance based on clear and relevant objectives seeking continuous improvement. Chairman’s Corporate Governance Statement page 45
8. Promote a corporate culture that is based on ethical values and behaviours. Group Strategy - pages 9 – 18
Colleagues - pages 35 – 38
9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board. Roles and Responsibilities – page 52
Division of Responsibilities – page 51
investors.vertumotors.com
10. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other stakeholders. Division of Responsibilities - page 51
Audit Report - pages 73 – 80
Remuneration Committee Report - pages 58 – 63
investors.vertumotors.com

Terms of Reference

View matters reserved for the Board - September 2022