a The board must be able to express a shared view of the company’s purpose, business model and strategy. 

b A company’s purpose is its essential reason for being. The business model and strategy should fall out of this. A board should be able to explain, beyond a simple description of products and corporate structures, how the company intends to deliver shareholder value in the medium to long-term. 

c In explaining the strategy, the board should have specific long-term objectives against which it can determine if the company is succeeding and in so doing delivering on its purpose. 

d The board should demonstrate that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the company from unnecessary risk and securing its long-term future.

The Company’s purpose is to grow its franchised estate agency business while providing a first‑class experience for its customers. As set out in the Chair’s and CEO’s Statements in the Company’s most recent Annual Report and Accounts, Winkworth looks to achieve this growth by adding like‑minded entrepreneurial franchisees and offices to the network, which are supported by the business to achieve a top three ranking in their local area. Winkworth has a conservative approach to growth and new franchisees are expected to adhere to Winkworth’s brand values and enhance the strength and reputation of the brand.

Winkworth plans to remain competitive through each cycle of the UK residential property market by operating a balanced model between sales and lettings that emphasises our premium, pro‑active service through:

• Good, experienced agents with strong local area knowledge; and
• A visible high street presence,

Supported by strong on-line and digital capabilities:

• allowing clients flexibility on how they choose to interact with Winkworth; and
• helping offices to be more efficient.

The Board considers these to be the core drivers of sustainable value creation for shareholders over the medium to long term. 

The Board’s long‑term objectives are to build a resilient and high‑quality franchise network, maintain strong local market positions across both sales and lettings, deliver consistent cash generation through property cycles, and support sustainable shareholder returns through disciplined capital management and a progressive dividend policy. 

This approach is underpinned by core values of quality, discipline, entrepreneurial ownership and long‑term thinking, which guide decisions on growth, investment and risk‑taking, and are intended to protect the business and its stakeholders while securing the Company’s long‑term future.

a The board should embody and promote a corporate culture that is based on sound ethical values and behaviours, which is supportive of the delivery of the company’s established purpose, strategy and business model. 

b The desired culture should be reflected in the actions and decisions of the board and executive management team. Corporate values should guide the objectives and strategy of the company. 

c The culture should be visible throughout the company’s operations, including recruitment, nominations, training, and engagement. The performance and reward system throughout the company should reflect and reinforce the maintenance of this culture. 

d The corporate culture should be recognisable throughout the disclosures in the annual report, website, and any other communications by the company,

With our people-based ethos and as a premium, customer‑focused business dependent on its reputation, we understand that our success depends on our employees and franchisees working under the Winkworth brand doing so with respect, loyalty and pride. All our offices need to ensure we exceed our customers’ expectations by delivering the highest quality service at all times, so that our customers not only return but also share their experience with other potential customers. 

With our franchised offices generating a significant percentage of our revenue, we invest in our franchisees and their staff, providing training and support for them. New franchisees joining the network and their employees are given training on the Group’s heritage, its culture, and the key role they play in continuing to enhance its reputation, both within their designated business area and more broadly. 

The Board endeavours to ensure Winkworth’s corporate values are instilled throughout the Group through consistent internal communications relating to business developments and strategic direction. Executive management is responsible for reinforcing these values through day‑to‑day decision‑making, oversight of the network and engagement with franchisees and staff. 

We encourage customer feedback, both directly to offices and via online review platforms and social media. Our complaints procedure is run centrally by the in-house training team. 

The Board receives information on cultural matters through management reporting, customer feedback, complaints and compliance activity, and considers this as part of its ongoing oversight of the business. 

Clear statements of behaviour are issued by the Board and include anti-bribery and anti-money laundering. These expectations form part of ongoing training and compliance processes, and the Board expects all Winkworth representatives to behave honestly, professionally, fairly and with integrity at all times. 

a Directors must develop a good understanding of the needs and expectations of all elements of the company’s shareholder base. 

b Where not already required, companies with a controlling shareholder (for example, an investor controlling 30% or more of the votes able to be cast at a general meeting of the company) should consider putting in place arrangements to protect minority shareholders which may include a relationship agreement or other measures. 

c The board should ensure proactive engagement with shareholders on governance matters. This should be led by the chair or, where appropriate, the Senior Independent Director. Other directors, such as the chairs of the board’s sub-committees, should also make themselves available for engagement with shareholders. 

d The board must manage shareholders’ expectations and should seek to understand the motivations behind shareholder voting decisions.

Information for shareholders (and other interested parties) is provided on our website, www.winkworthplc.com, including the preliminary and half-year results announcements to the City. 

We have an on-going programme of meetings with institutional and private shareholders and analysts following our interim and full-year results announcements. The CEO and the CFO use these meetings to update our investor audience on Winkworth’s strategy and performance. Additional meetings are arranged periodically. Board members receive copies of feedback reports from these meetings, keeping them in touch with shareholder opinion. 

The Chair has overall responsibility for engagement with shareholders on corporate governance matters and is available for discussions with shareholders where appropriate. 

The Board recognises the AGM as an important opportunity to meet private shareholders. The Directors are available to listen to the views of shareholders informally immediately following the AGM. After the AGM has finished, the results are posted on the Company News page within the investors section of www.winkworth.com. 

Should voting decisions not be in line with the Company’s expectations, the Board will engage with those shareholders to understand and address any issues. Where there is significant shareholder opposition to a resolution, the Board will seek to understand the reasons behind that vote and consider whether any further action or disclosure is appropriate. 

The Company Secretary is the main point of contact for such matters. The Company has a controlling shareholder with a wider concert party. The Board is mindful of the need to treat all shareholders fairly and considers that the Company’s governance arrangements provide appropriate safeguards for minority shareholders.

a Long-term success relies upon good relations with a range of different stakeholder groups. 

b The board should periodically identify the company’s key stakeholders – for example, suppliers, customers, employees, communities, regulators, or others. The board should understand their needs, interests, and expectations. 

c Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider and act on feedback from all stakeholders. 

d The company should devote particular attention to its workforce and ensure that its practices towards its employees (direct and indirect) are consistent with the company’s values. Arrangements should be in place to enable employees to raise concerns in confidence and processes to ensure that such matters are considered and where appropriate actions are taken.

e The governance and appropriate oversight of a company’s approach towards relevant environmental and social issues is a responsibility of the board. Matters that relate to the company’s impact on society, the communities within which it operates, or the environment – including those relating to or stemming from climate change – have the potential to affect

Winkworth is committed to building a sustainable, long-term business, not just for its shareholders but for all its stakeholders including members of staff, franchisees and the communities they operate in, customers, suppliers, regulators, industry bodies and creditors. 

The Board periodically reviews and identifies the Company’s key stakeholders, recognising the importance of the relationships and resources on which the business relies for its long‑term success. 

The ways in which the Company receives feedback from shareholders is detailed under Principle 3 (above). 

Dependent on the nature of the stakeholder relationship, feedback on Winkworth is gathered by senior employees through a combination of meetings, conversations, online reviews and social media. Meetings are held with representative groups of franchisees to get their input on key strategic and operational issues. Executive Directors are responsible for stakeholder engagement within their respective areas, and significant issues are brought to the attention of the Board at its scheduled meetings, where any required action is taken as appropriate. 

Winkworth supports best practice in estate agency through involvement with professional and accreditation bodies such as Propertymark and Safeagent. 

The Group has a Whistleblowing Policy which was updated in 2025. The Board oversees the operation of this policy and ensures that matters raised are appropriately considered and addressed. 

In 2025, the Company conducted a comprehensive carbon footprint analysis of its business in conjunction with ClimatePartner, an independent carbon footprint consultancy, to better understand the environmental impact of its operations. Following this assessment, the company invested in two environmental projects through ClimatePartner's partner programme to offset its carbon footprint. The Board considers environmental and social matters, including climate‑related issues, as part of its wider consideration of strategy and risk management.

a The board needs to ensure that the company’s risk management framework identifies and addresses all relevant risks in order to execute and deliver strategy. Companies need to consider not only the enterprise view but also their extended business, including the company’s entire supply chain, other material third-parties (including suppliers of outsourced services) and any reliance on strategic partners.

b. Setting strategy includes determining the extent of exposure to the identified principal risks that the company is able to bear and willing to take (risk tolerance and risk appetite). The company should ensure that a balanced view of risk is achieved, and, as well as threats should consider opportunities and the potential for value creation. 

c The board should ensure that all potential risks are considered, on a proportionate and material basis, including those relating to climate change.

The principal risks facing Winkworth are detailed on pages 7, 8 & 9 of our Report and Accounts for the year ended 31 December 2025 which sets out the risks to the business, including those arising across the wider franchised network and reliance on third‑party suppliers, and how we seek to mitigate them. 

The Board considers risk to the business at every Board meeting. The Company formally reviews and documents the principal risks to the business at least annually. In setting strategy, the Board considers the level of risk the Company is willing to accept, alongside opportunities for value creation, to ensure a balanced approach to growth and capital allocation. 

Both the Board and senior managers are responsible for reviewing and evaluating risk and the Executive Directors meet at least monthly to review ongoing trading performance, discuss budgets and forecasts and new risks associated with ongoing trading, with material matters escalated to the Board as appropriate. 

As mentioned above, the Company conducted a comprehensive carbon footprint analysis of its business in 2025 and, as a result, invested in two environmental projects to offset its carbon footprint. The Board considers climate‑related and environmental risks on a proportionate basis as part of its wider risk assessment and strategy discussions. 

The Board reviews the adequacy and effectiveness of the Group’s internal control framework, with the Audit Committee overseeing risk management, internal controls and assurance activities, including the independence and effectiveness of the external auditor. Where appropriate, external advisers may be engaged to provide additional assurance or specialist input.

a The board members have a collective responsibility and legal obligation to promote the interests of the company and are collectively responsible for defining corporate governance arrangements. The board should not be dominated by one person or a group of people, and each director must be able to commit the time necessary to fulfil their role. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the chair. 

b Shareholders should be given the opportunity to vote annually on the (re-) election of all individual directors to the board. 

c In order to uphold the quality of board independence (see section 4 for more guidance), the board should be comprised of an appropriate balance between executive and non-executive directors. The independent nonexecutive directors should comprise at least half of the board. The chair, if independent upon appointment and still considered independent (see paragraph e), can be included in this calculation. However, as a minimum there should be at least two non-executive directors whom the board considers to be independent. 

d Key committees, in particular the audit committee and remuneration committee, should comprise at least a majority of independent NEDs and ideally aim for full independence. The company should consider whether it is appropriate to have a senior independent director. 

e Boards should be sensitive to both real and perceived impediments to independence. Consideration should be given to those factors which may impede independence which include (but are not limited to): length of board tenure; size of shareholding; prior and/or current commercial or contractual relationships with the company; prior and/or current commercial or contractual relationships with executive directors; and significant incentive pay arrangements beyond a director’s fee. 

f Since independence can be easily compromised, NEDs should rarely participate in performance-related remuneration schemes or have a significant interest in a company share option scheme. Where performance-related remuneration is considered beneficial, it should be proportionate, and shareholders should be consulted before proceeding. 

g The board should reflect on its own levels of diversity. Of most importance is ensuring the board possesses the necessary knowledge and skillset – while avoiding groupthink. Consideration should be given to factors such as socio-economic backgrounds, nationality, educational attainment, gender, ethnicity and age. Boards should assess how their collective and individual perspectives add to board discussions and ensure there is sufficiently wide-ranging and business relevant input, to deliver the best decision-making process in the context of the company’s business model, geographic footprint and forward-looking strategy. This assessment should feed into ongoing succession planning for the board.

The Board comprises three Executive Directors and three Non-executive Directors. Tom Fyson is independent and Jonathan Adams, whilst related by marriage to Simon Agace and therefore not considered independent under a strict interpretation of the Code is felt to bring an independent judgement to bear. The Non-executive Directors are all professionally qualified. Simon Agace became Managing Director of Winkworth in 1974 and introduced the estate agency franchising model to the UK in 1981. He became Non-executive Chair on flotation in 2009. Tom Fyson is a chartered accountant with wide business experience, and Jonathan Adams brings extensive corporate finance experience alongside running active equity engagement strategies which were involved with scrutinising managements’ strategic and financial decisions through over 20 years in the fund management industry. 

The Board is mindful of both real and perceived impediments to independence and keeps the composition of the Board under regular review to ensure appropriate balance and effectiveness. 

All Directors stand for re‑election annually, giving shareholders the opportunity to vote on the re‑appointment of each Director. 

The Board is supported by the Audit and Remuneration Committees. Given the relatively small size of the Board, this as a whole fulfils the responsibilities of a Nominations Committee with the Chair and CEO leading on the board nomination and appointment process. 

The Board has considered the appointment of a Senior Independent Director and believes that, given the size and composition of the Board, and the availability of Non‑executive Directors to shareholders, the current arrangements remain appropriate, but this position is kept under review. 

Non‑executive Directors do not participate in performance‑related remuneration or share incentive schemes. 

The Board has a Schedule of Matters Reserved to it which, together with the Committee Terms of Reference, are available from the Company Secretary on request. The Board recognises the importance of diversity of skills, experience and perspectives in effective decision‑making and in avoiding groupthink, and considers these factors as part of board composition and succession planning.

a The company should maintain governance structures and processes in line with its corporate culture and appropriate to its:

• size and complexity; 

and 

• capacity, appetite and tolerance for risk. 

b The governance structures, processes and policies should evolve over time in parallel with its objectives size, strategy and business model to reflect its maturity and stage of development. 

c The board should be supported by committees – typically at least an audit, remuneration and nomination committee – that also have the necessary skills and knowledge to discharge their duties and responsibilities effectively. 

d The board should ensure that it has the necessary skills and experience to fulfil its governance responsibilities, including among other things with respect to cyber security, emerging technologies, and relevant sustainability matters such as climate change. The board should consider any need to establish further dedicated sub-committees and, where appropriate, seek input from external advisers on such matters. 

e All directors should continually update their skills and knowledge. As a company and the external environment evolves, the mix of skills and experience required on the board will change. The board should consider its training and development needs in this context, plan ahead and structure such provision accordingly.

f The board (and any committees) should be provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight. The board should consider this and the design and implementation of its decision-making processes to ensure they are effective.

Simon Agace, as Chair and founder of the Company, is responsible for leading an effective Board, fostering a good corporate governance culture and ensuring appropriate strategic focus and direction. 

The CEO, Dominic Agace, has overall responsibility for proposing the strategic focus to the Board, implementing the strategy once it has been approved and managing the Group’s business. 

The Executive Directors have distinct but complimentary roles in the running of the business. Dominic Agace, CEO, is responsible for the leadership of the Group and for overseeing delivery of the strategy approved by the Board. Andrew Nicol, CFO, is responsible for finance and Company Secretarial matters. Tara Tan, COO, is responsible for the day-to-day operations of the business and also provides strategic and transactional guidance, whilst continuing to lead on brand protection, network compliance and training. In these roles, they regularly engage with the Group’s stakeholders. 

The Board is supported by Audit and Remuneration Committees. 

Given the size and complexity of the business, the Board considers this committee structure to be appropriate and keeps it under review as the Group evolves. 

The board has a formal written schedule of matters reserved for its review and approval. 

The experience of the Non-executives is covered under Principle 6. Within the Executives, Tara Tan is a lawyer with considerable franchise, employment law and HR experience. Andrew Nicol is a chartered accountant with broad finance and operational experience who also serves as Company Secretary. Dominic Agace has extensive experience across the group, having progressed through the business before becoming CEO at flotation in 2009, and brings deep knowledge of the business, the franchise network and the residential property market. 

The Board considers whether, collectively, it has the appropriate mix of skills and experience to fulfil its governance responsibilities, including in areas such as cyber security, emerging technologies and sustainability, and draws on external advisers where specialist expertise is required. 

All Directors are expected to maintain their skills and knowledge. Training and development needs are considered by the Chair, supported by the Company Secretary, to ensure the Board remains effective as the business, regulatory and technological environment evolves. 

The Board recognises that its governance structures and processes should evolve in line with the size, strategy and maturity of the Company and keeps these under regular review. 

The non-executive directors are willing to engage with shareholders should they have a concern that is not resolved through the normal channels.

a The board should regularly review its performance as a unit, as well as that of its committees and the individual directors. 

b The board performance review may should be carried out on an annual basis and include opportunities for improvement with respect to the performance of the chair, and the operation of the board and its committees. The review should identify development or mentoring needs of individual directors and/or the wider senior management team. The QCA’s Board Performance Review Guide provides helpful supporting information to consider. 

c The annual review can be carried out internally and should, ideally, be supplemented periodically by an external independent third-party review. 

d It is healthy for membership of the board to be periodically refreshed. No member of the board should become indispensable. 

e Succession planning for both the executives and non-executives is a vital task for boards. This should extend to contingency planning for the absence of key staff. There should be a robust process for the orderly appointment of new directors to the board and senior management positions. Consideration should be given to establishing a nomination committee to help with the process and ensure a diverse pipeline – both internally and externally – for succession. The skills, experience, capabilities and background required for directors and senior management to support the next stage of the company’s development should be identified and factored into succession planning.

The appointment of Tom Fyson, Jonathan Adams and Tara Tan in 2024 represented a significant change to the make-up of the Board. The newly constituted Board has only recently completed its first full year together and, as such, a formal externally facilitated board performance evaluation was not undertaken in 2025. 

The Board intends to undertake a full Board and committee effectiveness review on a rolling basis and will consider the use of an external independent facilitator periodically, where it considers this would add value. 

All Directors undergo a performance evaluation before being proposed for re-election to ensure that their performance is and continues to be effective, that, where appropriate, they maintain their independence, and that they are demonstrating continued commitment to the role. 

Appraisals are carried out each year for all Executive Directors. 

All continuing Directors stand for re-election on an annual basis. The Chair and CEO consider the balance of skills, knowledge and experience on the Board and make appropriate recommendations for consideration by the whole Board. 

The Company Secretary and COO support the Chair in addressing the training and development needs of Directors. 

Where new Board appointments are considered, a search is conducted, and the Board examines every candidate on the basis of their experience and suitability. Appointments are made on the basis of merit alone. Succession planning for both Executive and Non‑Executive Directors, including contingency planning for key roles, is considered by the Board and informed by the outcomes of Board performance reviews and the Company’s strategic priorities.

a It is the board’s responsibility to establish an effective remuneration policy which is aligned with the company’s purpose, strategy and culture, as well as its stage of development. 

b A remuneration policy should motivate management and promote the long-term growth of shareholder value. Remuneration practices across the company, in particular for senior management, should support and reinforce the desired corporate culture and promote the right behaviours and decisions. 

c Pay structures for senior management should be simple and easy for participants to understand and foster alignment with shareholders through the building and holding of a meaningful shareholding in the company. The QCA’s Remuneration Committee Guide provides helpful guidance to consider, including with respect to different remuneration structures. 

d The remuneration committee should, as necessary, consult with other board committees in order to set appropriate incentive targets and to appraise performance in respect of those targets. 

e The annual remuneration report should be put to an advisory shareholder vote. Where not mandated to be put to a binding vote, remuneration policies should at least be put to an advisory vote. Larger companies may wish to follow best practice and put their remuneration policy to a binding shareholder vote. Given the significance and dilutive impact of such plans, new (or significant amendments to existing) share schemes or long-term incentive plans should be put to a shareholder vote.

As explained in the Report of the Remuneration Committee on pages 16 to 18 of the 2025 Annual Report, the Group’s remuneration policy is to provide a remuneration package to attract, motivate and retain high calibre individuals, who will deliver significant value to Winkworth. 

The remuneration policy of the Group is driven by our approach to align the best interests of shareholders and management. The remuneration committee looks to set remuneration for executive directors at appropriate market levels, with reference to the roles and responsibilities of those directors. Incentive arrangements which provide appropriate reward and incentive are implemented and measured against key performance criteria designed to promote the best interests of shareholders and are reviewed annually. 

In setting remuneration structures, the Remuneration Committee seeks to ensure alignment with the Company’s purpose, strategy, culture and stage of development. 

The policy aims to: 

• pay competitive salaries to aid recruitment, retention and motivation being reflective of the person’s experience and importance to the Group; 

• pay annual bonuses to incentivise the delivery of stretching short term business targets whilst maintaining an element of variability, allowing flexible control of the cost base and being able to respond to market conditions; and 

• provide long-term share incentive plans designed to incentivise long-term value creation, reward execution of strategy, align Directors’ interests with the long-term interests of investors and promote retention.

These arrangements are designed to be straightforward and transparent, and to align Executive Directors’ interests with those of shareholders through equity participation. 

The Non-Executive Directors do not participate in the annual bonus or incentive plans, both short- and long-term. 

The Remuneration Committee consults with other Board committees where appropriate when setting performance targets and assessing outcomes. 

The Company will include advisory resolutions on the remuneration policy and the Report of the Remuneration Committee at its AGM in 2026.  

a A healthy dialogue should exist between the board and all of its key stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the company. Board members, in particular the chair, should be proactive in their effort. 

b In particular, appropriate communication and reporting structures should exist between the board and all constituent parts of its shareholder base. This will assist the communication of shareholders’ and other key stakeholders’ views to the board; and the shareholders’ and other key stakeholders’ understanding of the unique circumstances and constraints faced by the company.

c Boards should ensure that corporate disclosures, in particular through annual reporting, are appropriate to satisfy the reporting needs of investors, including, but not limited to, sustainability matters. The QCA’s Practical Guide to ESG may be a useful resource to consider. d It should be clear where these communication practices are described (annual report or website).

The Company encourages two-way communication with both institutional and private investors and responds quickly to all queries received. 

The Board recognises the AGM as an important opportunity to meet private shareholders. The Directors are available to listen to the views of shareholders informally immediately following the AGM. 

The Chair is available to engage with shareholders on governance‑related matters where appropriate, ensuring Board‑level oversight of shareholder dialogue. 

The CEO and CFO talk regularly with the Group’s major shareholders and ensure that their views are communicated fully to the Board. 

Announcements covering all material events are released via a regulatory news service in compliance with the AIM Rules for Companies and a copy of the announcement is posted on the Company News page within the investors section of www.winkworthplc.com. In addition, as soon as practicable after any general meeting has concluded, the results of the meeting and the outcomes of all resolutions are released and a copy of the announcement is posted on the Company News page. 

Where a significant proportion of votes are cast against a resolution, the Board will engage with shareholders to understand the reasons and consider whether any further action or disclosure is appropriate. 

The investor relations section of www.winkworthplc.com also includes historical annual reports and other governance-related material, including notices of all general meetings over the last five years. 

The Board seeks to ensure that its corporate disclosures, including in the Annual Report and on the Company’s website, meet the information needs of shareholders, including in relation to governance and sustainability matters where appropriate.