The Group’s strategy is focused on developing high quality apartments and houses in urban areas in the north of England with high demand from professional tenants. We provide first class letting and full management services to create a socially sustainable living environment.

The Group aims to deliver shareholder value by investing in developments in areas of high demand and growth. The Group also believes that it can create value in the residential market and are excited to be part of the solution to tackling the UK’s shortage of quality accommodation.

The board believes that the promotion of a corporate culture based on sound ethical values and behaviours is critical to gain a competitive advantage and maximise shareholder value.

The Group maintains a handbook which is available to all employees which sets out standards expected which are a benchmark for the evaluation of performance during periodic employee reviews which are undertaken at least annually.

Senior management hold an Employee Engagement meeting monthly with staff matters, employee feedback, employee engagement and professional training/development all standing agenda items. The CEO also reports on any notable examples of actions within the Group that are misaligned with the Group’s stated values at every board meeting.

We remain dedicated to investing in our people and promoting a culture of inclusivity, innovation, and professional growth. As we continue to expand, our team will play a crucial role in driving our strategic objectives forward.

The directors believe its corporate culture encourages ethical behaviours that benefit its stakeholders and promote the success of the business.

The Group provides its shareholders with contact information such as a dedicated email address (investors@zentragroup.com), Group phone number and address which is available on the Group’s website. The Group holds an annual general meeting which all investors can attend, and time will be set aside for questions.

Due to the size of the Group, there is no dedicated investor relations department. The CEO is responsible for reviewing all communications received from investors and will determine the most appropriate response.

Individual contact details of the CEO, Finance Director and Hybridan, the Group’s financial adviser are published on all RNS releases which are also uploaded to the Company website.

One Heritage Property Development Limited (“OHPD”) holds 53.84% of Zentra’s issued share capital and provides support through a connected company with a £7 million loan facility. On 8 January 2025, the Company announced a new Relationship Agreement which ensures that all transactions and arrangements between Zentra and OHPD will continue to be conducted at arm’s length and on normal commercial terms. Key terms of the Relationship Agreement include:

• Zentra’s Board will include at least two Independent Directors, one of whom will serve as Chair.
• OHPD’s Nominated Director will not vote on certain matters outlined in the agreement.
• The quorum for board decisions on specific reserved matters will require at least two Independent Directors.

The full terms of the Relationship Agreement, including the Schedule of Matters Reserved for the Board, are available on this website.

The Group believes its main stakeholders in addition to its investors are its employees, suppliers, consultants, purchasers of the Group’s properties, members of local communities where the Group undertakes development activities, and our tenants. The Group is committed to understand the requirements and needs of its stakeholders, monthly meetings with employees and contractors are held by management to promote engagement and feedback and the Group takes time to review these requirements.

It is important for the Group to be making a positive contribution to local economies, communities, and the housing shortage. The Group recognises its social responsibility and the impact it has on providing sustainable housing, following best practice so that developments provide a safe and environmentally friendly living experience. Development proposals are in line with planning regulations and recommendations where future regulations may change, and where advisable, the Group will hold public consultation events as part of any planning applications.

Further details on Zentra’s ESG activity can be found within our latest annual report.

The Board is responsible for ensuring robust risk management processes are embedded across the Company, aligning with its strategic objectives and risk appetite. Risk oversight is maintained through a structured framework, which includes regular reviews of the Company’s risk register, delegated authorities, and liquidity position. The Audit & Risk Committee assists the Board in evaluating the effectiveness of internal controls, assessing emerging risks, and ensuring appropriate mitigation strategies are in place. Key risks are reviewed at each audit committee meeting, with updates provided by senior management and the Finance Director, ensuring that risk exposure remains within the Company’s defined tolerance levels.

A critical aspect of the Board’s risk oversight is the assessment of the Company’s long-term viability, which involves stress testing and scenario planning over an appropriate and justified timeframe. These exercises evaluate the resilience of the business model under adverse conditions, including market downturns, operational disruptions, and other material risks. The Board Memorandum on Financial Position and Prospects Procedures (“FPPP”) is regularly reviewed to ensure a disciplined approach to forecasting and risk assessment. Additionally, the Chair of the Audit & Risk Committee presents a forward-looking plan at each meeting, integrating risk considerations with strategy, governance, and financial planning to ensure a cohesive approach to risk management.

Given the Company’s current scale, a dedicated internal audit function has not been established. However, the Board and Audit & Risk Committee fulfil this role through continuous monitoring of financial controls, delegated authorities, and risk exposures. Liquidity management reports are reviewed at regular intervals, and any material deviations from risk thresholds are escalated for immediate Board attention. This approach ensures that, despite the absence of a formal internal audit team, risk oversight remains rigorous and responsive to both internal and external challenges. The audit committee is expected to meet at least three times a year at appropriate intervals in the financial reporting and audit cycle and otherwise as required.

Group PLC has a board of directors that comprises one executive director and two Independent non-executive directors which includes an Independent non-executive chairman. The board is committed to meeting at least monthly formally or informally, and each director will be required to stand for re-election at the Group’s Annual General Meeting.

The Executive director is the full-time CEO and is supported by a senior management team consisting of a Finance Director, Group Development Director and Group Head of Investment . The Independent Non-Executive directors consist of an Independent Non-Executive Chairman and an Independent Non-Executive Director with service contracts that require a minimum of 2 days a month dedicated towards their duties as directors of the Group.

Each director of the Group has particular regard to the QCA corporate governance code in respect of the role of the board and the role of its independent nonexecutive directors. As the Company continues to grow, board membership will be continually assessed to reflect the skills and attributes required.

Audit and Risk Committee
The Company has established an audit and risk committee, which comprises all of the Directors and Jeremy Earnshaw as the chairman. The audit committee will meet at least three times a year and will assist the board in observing its responsibility for ensuring that the Company’s financial systems provide accurate and up-to-date information on its financial position and that the published financial statements represent a true and fair reflection of this position. It will also assist the board in ensuring that appropriate accounting policies, internal financial controls and compliance procedures are in place. The audit committee will receive information from the external auditors and will seek to challenge the management where necessary. The Committee will also consider any new or potential risks posed to the Company and will identify the mitigants and controls necessary to ensure that such risks are managed in a manner appropriate to the size and complexity of the Company’s operations at that time.

Remuneration Committee
The Company has established a remuneration committee, which will comprise the two independent non-executive directors, those being Jeremy Earnshaw and David Izett. The remuneration committee will meet at least once a year and otherwise as required. The remuneration committee has responsibility for making recommendations to the board on the Group’s policy on the remuneration of the executive director and the senior management team. The remuneration committee is responsible for reviewing the scale and structure of the executive director’s (and senior management’s) remuneration and the terms of their service or employment contracts, including share option schemes and other bonus arrangements. The entire board sets the terms and conditions of the remuneration of the Directors.

Nominations Committee
The nominations committee will meet at least once a year and otherwise as required. The committee consists of two members. The chairman of the nominations committee must either be an independent director or the chairman of the board (save when discussing his succession). Accordingly, David Izett has been appointed as chairman of the nominations committee, the other member being Jeremy Earnshaw. The nominations committee considers the composition of the board, retirements and appointments of additional and replacement directors and makes appropriate recommendations to the board. In addition, the nominations committee will recommend changes to the board where specific skills and experiences are required to achieve the Company’s future development plans.

The Group’s current governance structure is reported under principle 6 above.

The board bring relevant experience in the property sector, finance sector, business operations and the public markets. The directors of the Group comprise a mixture of a dynamic executive director who founded the Group, which is balanced by the experience of two independent non-executive directors with significant public markets experience. The Group believes that this cognitive diverse experience of the board provides a sufficient balance to promote the success of the business.

Each director is identified on the Company’s website along with a clear description of their role and experience.

The Group has access to a financial advisor to update the board on key business, legal and regulatory issues facing the Group. The board also has access to the Company Secretary, who advises them on board and governance matters.

The Group has not to date sought external advice on keeping directors’ skills up to date but believes that the mixture of experience provides them with the relevant up to date skills needed to act as board members for a small Group.

The company acknowledges that, given the size of the Board, a formal evaluation is not currently undertaken. However, the company remains committed to keeping this under review and will consider conducting a formal Board evaluation when deemed appropriate.

The Company’s existing remuneration policy can be found within our latest annual report on Zentra’s website at www.zentragroup.co.uk. In line with the current three-year policy cycle, the Board intends to present the remuneration policy to shareholders for an advisory vote every three years. Additionally, the remuneration report will be submitted to shareholders for an advisory vote on an annual basis.

The Group publishes all RNS announcements, prospectus, and investor presentations on the Group’s website. The Group releases Annual Reports, holds Annual General Meeting, and all circulars, dates and content will be posted directly to all shareholders and nominees, and published on the Group’s website.

The Group website allows investors, stakeholders and other interest parties to contact the Group. The Group intends to create a mailing list to contact stakeholders directly.

Updated October 2025.