Governance Statement

1

An explanation of the Group’s business model and strategy is included on pages 10 - 12 and 16 - 17 of the Animalcare Group plc Annual Report and Accounts for the year ended 31 December 2021 (“2021 Annual Report”).

2

The Company welcomes contact with its shareholders and the CFO’s and the Company’s Financial PR adviser’s contact details are set out in the Investors section of our website. IR Contacts.

Directors are available to discuss any matters that shareholders might wish to raise. They maintain communication with institutional shareholders, other investors and analysts through meetings, particularly following publication of the Group’s interim and full year preliminary results.

All shareholders are encouraged to attend the Annual General Meeting at which the Group’s activities are considered and questions answered. The Directors are available to listen to the views of shareholders informally immediately following the AGM.

Investor relations activity and a review of the shareholder register are quarterly items on the Board’s agenda.

General information about the Group is available on our website: www.animalcaregroup.com. This includes an overview of activities of the Group and details of all recent Group announcements.

3

The Company’s business model as set out on pages 16 and 17 of our 2021 Annual report describes the key resources and relationships on which the business relies.

The Group conducts employee surveys and has launched a leadership development and talent management programme. We also seek customer feedback through regular contact between account managers and our customers.

The Board has a good understanding of the needs, interests and expectations of the Company’s stakeholders and we will continue to articulate this in our disclosures going forward.

4

The Group has continued to strengthen its framework of risk management and internal control systems, policies and procedures. The Audit and Risk Committee is responsible for reviewing this framework to ensure that it operates effectively.

Our principal risks are described on pages 27 to 33 of our 2021 Annual Report, outlining risks to the business, their potential impact, how these are mitigated and the trend for each identified risk since the last reporting period.

Executive Directors meet at least monthly to review ongoing trading performance versus budget and forecasts and risks associated with ongoing trading and to consider opportunities to develop and grow the business. Senior management conduct quarterly business reviews and consider new risks and opportunities for the business. The Audit and Risk Committee considers risk at its meetings and reports its findings to the Board. The Board considers opportunities to develop and grow the business at regular meetings and formally reviews the principal risks to the business at least annually.

5

The names of the directors who served during the year ended 31 December 2021 are set out on pages 42 to 44 of our 2021 Annual Report.

The names of the current directors is available on our website: Board of Directors.

The Board comprises five Non-Executive Directors, four of whom are independent, and two Executive Directors.

Our 2021 Annual Report sets out the number of Board and Committee meetings held during the year and the attendance of directors at those meetings.

6

The names and relevant skills and experience of the current directors are available on our website: Board of Directors.

Our 2021 Annual Report sets out the skills and experience each director brings to the Board.

7

Each year the Board conducts a performance evaluation. In 2021 this was conducted by way of a detailed questionnaire completed by each director. A summary of the key themes from the responses was presented to the Board. Further details of the 2021 process are set out on page 53 of our 2021 Annual report.

The Remuneration and Nomination Committee has responsibility for succession planning for Board Directors and other Senior Executives and will increase its focus on this area as the Board and Senior Executive Team develops.

8

The Board sets clear expectations concerning the Group’s culture and values.

We believe that by encouraging the right way of thinking and behaving across the Group, we will reinforce our corporate governance culture, enabling us to conduct business ethically and responsibly, drive our growth- and customer-focused, people-led strategy and deliver value for our shareholders.

The Board understands how important it is that it leads by example. The Group’s Code of Conduct, which is applicable to the Board and all employees, is our guide to doing business in the right way. It is complemented by more detailed rules and guidelines which are included in policies that cover the following areas: Good Business Practice, Respecting People, Safeguarding Information and Use of Information Technology.

9

The Board continues to develop procedures to ensure effective corporate governance of the Group.

The Chairman and Chief Executive Officer have separate, clearly defined roles. The Chairman is responsible for overseeing the Board and the Chief Executive Officer is responsible for implementing the Group’s strategy and for its operational performance.

The Board is responsible for taking all major strategic decisions and addressing any significant operational matters. The Board has a schedule of matters reserved for the Board which requires the following key matters to be considered and approved by the Board:

• Strategy and Management
• Structure and Capital
• Financial Reporting and Controls
• Internal Controls
• Contracts
• Communication
• Board membership and other appointments
• Remuneration
• Delegation of authority
• Corporate Governance matters
• Policies

The Board has an Audit and Risk Committee and a Remuneration and Nomination Committee, which operate under written terms of reference.

The Audit and Risk Committee has the primary responsibility for monitoring the quality of internal financial controls and risk management systems, ensuring that the financial performance of the Group is properly measured and reported on, having due regard to the interests of its shareholders and other stakeholders. It reviews reports from the Group’s auditors relating to the Group’s accounting and internal controls and challenges both the external auditors and the Executive team, reporting its findings to the Board after each meeting.

The Remuneration and Nomination Committee works closely with the Board to consider succession planning and remuneration policy, having regard to the interests of its shareholders and other stakeholders.

The Schedule of Matters Reserved for the Board and the Board committees’ Terms of Reference are reviewed regularly and available on our website: Board and Committees.

The Board will continue to develop its governance framework as the Group evolves.

10

Copies of previous Annual Reports and information about shareholder voting at previous Annual General Meetings of the Company can be found on our website.

Our 2021 Annual Report includes an Audit and Risk Committee report which gives details of the work undertaken during this year. These disclosures will be updated in our 2022 Annual Report.