Alfa Financial Software: 2025 Annual Report and Accounts (Governance)

Strategic report

Corporate governance

Financial statements

Additional information

Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025

54

1. Chairman's introduction

2. Code compliance

3. Board at a glance

4. Board of Directors

60 Company Leadership Team

61 Our governance framework

62 Board leadership and Company purpose

64 Board activities

66 Division of responsibilities

68 Composition, succession and performance

71 Nomination Committee Report

75 Audit and Risk Committee Report

82 Remuneration Committee Report

85 Annual report on remuneration

99 Directors' Remuneration Policy

103 Directors' Report

107 Statement of Directors' responsibilities

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Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 55

The Board has taken responsibility for the longterm success of the Company through setting, overseeing and driving the Company's culture, values and strategy.

Andrew Page

Executive Chair

Dear Shareholders,

On behalf of the Board, I am pleased to present the Group's corporate governance report for the year ended 31 December 2025. This report outlines our year of strong performance, disciplined oversight and strategic clarity which have enabled us to continue progressing all aspects of our business across the Group.

2025 Performance

Alfa continued to perform well in 2025, maintaining good momentum across the business. The Board oversaw the continued execution of the Alfa strategy, which remains centred on sustainable growth, operational resilience and disciplined capital allocation.

Our performance during the year reflects the strength of this approach, demonstrated in our strong subscription revenue growth and diversification across end markets. This was achieved whilst maintaining a conservative balance sheet and a business model that is designed to withstand a dynamic operating environment.

Throughout 2025, Alfa continued to make strategic progress in delivery whilst enhancing our operational model to support sustained future delivery and growth. We continued to build on our cloud hosting operation including expansion into Poland which positions the business for operational efficiency and scale.

Alfa Capital Management

We have continued to exercise disciplined capital management, delivering ordinary and special dividends during the year. This reflects our commitment to providing consistent returns as we invest to drive long-term growth.

Our people and culture

A healthy, values-driven culture remains fundamental to our long-term success.

The Board has taken responsibility for the long-term success of the Company through setting, overseeing and driving the culture, values and strategy.

The Board receives regular updates on employee engagement, retention and development, recognising that delivering shareholder value and looking after all stakeholders is at the core of our strategy.

Environmental, Social and Governance (ESG)

The Board is committed to our ESG agenda and continues to ensure that initiatives are aligned to our longer-term sustainable values.

Following the publication of the UK Corporate Governance Code 2024, the Board has received regular updates on the Group's compliance and preparations. Details of our current compliance position and preparations for Provision 29 are set out on page 36.

Looking ahead

The Board is pleased to have overseen the delivery of exceptional financial and operational performance in 2025, whilst

Alfa continues to excel and develop its strategy for the benefit of all our stakeholders. On behalf of the Board, I would like to thank all Alfa employees for another excellent year.

Andrew Page

Executive Chair

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Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 56

1. Board leadership and Company purpose

Board leadership and

Company purpose 62

Risk management 34 to 44

Stakeholder engagement 45 to 47

2. Division of responsibilities

Board of Directors

Our governance framework Division of responsibilities

58 to 59

61

66 to 67

3. Composition, succession and evaluation

Remuneration Committee report 82 to 98

2025 Directors' Remuneration

Policy - a summary 99 to 102

A copy of the 2024 Code, issued by the Financial Reporting Council, can be found at www.frc.org.uk.

The UK Corporate Governance Code 2024: Our compliance

This corporate governance statement,

including the Nomination Committee, Audit and Risk Committee and Remuneration Committee Reports, explains how we have applied the principles and complied with the provisions of the 2024 UK Corporate Governance Code (the 'Code') during the year. Except for the matters which are explained below (in line with the 'comply or explain' principle), the Company complied fully with the Principles and Provisions of the Code throughout the financial year in respect of which this statement is prepared and continues to do so as at the date of

this statement.

Exceptions to compliance

The Group has complied with the Code provisions during the financial year with the exception of:

Provision 9: The Chairman of the Board was not independent on appointment as he previously held the position of Chief Executive Officer and is the controlling shareholder of the Company. On listing, the Board unanimously supported, and continues to support, the appointment of the Chairman to retain his skills and experience, and ensure continuity

of service of Alfa's customers and commercial partners.

Provision 21: The Board agreed to defer an external review. It was determined that the Board's priorities were best served by focusing on strategic development and operational effectiveness. The Board will continue to assess the appropriate timing for its next externally facilitated evaluation to ensure alignment with governance best practice and the needs of the business.

Further information is on page 68.

How the Board adopted the UK Corporate Governance Code 2024

Key change to principles and provisions What we have done

Board leadership and Company purpose

Principle C

To focus on board decisions and the outcomes in context of the company's strategy and objectives.

Provision 2

The board's role to not only assess and monitor company culture but to ensure the desired culture is embedded.

Composition, success and evaluation

Principle J

To promote diversity, inclusion and equal opportunity when appointing to the board.

Audit, risk and internal control

Principle O

The board to be responsible for maintaining the effectiveness of risk management and the internal control framework.

Provision 29 (In progress)

To describe how the board has monitored and reviewed the effectiveness of the framework.

A declaration of effectiveness of the material controls as at the balance sheet date. To describe any material controls that have not operated effectively as at the balance sheet date.

Remuneration

Provision 37

Director remuneration contracts/agreements should include malus and clawback.

Provision 38

Describe malus and clawback including the provisions that have been used in the last reporting period.

Our section 172 disclosure (see pages 48 to 51) outlines the key decisions made by the Board during 2025.

Details of how the Group's culture has been monitored and embedded (see page 63).

The Nominations Committee report outlines the Board's recognition of the role of diversity when reviewing its composition and making appointments to the Board (see pages 73 to 74).

The risk management structure outlines the Board's responsibility for maintaining the effectiveness of risk management and the internal control framework (see page 79).

As part of the Internal Controls Project, we have commenced the process to identify Alfa's material controls in preparation for the

declaration of effectiveness as at 31 December 2026. Further information on identifying our material controls is set out on page 36.

The provision of malus and clawback and the circumstances in which it could be applied is detailed in the Remuneration Committee report on page 102.

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Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 57

Board attendance

Committee membership

Skills

and experience

Breakdown of Board activities Meeting agendas balance standing items and updates, with time allocated by percentage.

Executive updates

Scheduled

Strategy

Audit and Risk

Nomination

Remuneration

Governance and risk management

Financial

People, talent and culture

International business

Operational

Strategy

Technology and cyber security

Strategy

ESG

Strategy

Deep dives

Governance

matters

* Charlotte de Metz was unable to attend one meeting due to illness.

Executive Directors

Andrew Page (Chair) 7/7 2/2 Andrew Denton (CEO) 7/7 2/2 Duncan Magrath (CFO) 7/7 2/2 Matthew White (COO) 7/7 2/2

During strategy updates, the Board evaluates Alfa's strategic priorities and the progress

to date.

Deep dives

External advisors and members of the Company Leadership Team conduct deep-dive sessions on strategic areas of importance, affording the Board the opportunity to provide feedback and guidance. A summary of the deep-dive sessions delivered in 2025 is presented on pages 64 to 65.

Non-executive tenure

Board ethnicity

Board gender

0-3 years

3-6 years

6-9 years

White

Asian

Male

Female

Executive updates

Executive Directors present high-level operational and financial updates, detailing the principal challenges encountered and the actions undertaken during the period.

Governance matters

The Company Secretary presents an overview of legal matters arising during the period, along with notification of any anticipated changes to applicable laws or regulations.

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Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 58

Committee membership

A

N

R

Audit and Risk Nomination Remuneration Committee chair

N

Andrew Page Executive Chairman Appointed: May 2017

Skills and experience

Andrew is one of the founding Directors of Alfa. Andrew became the Chief Executive Officer in 2010 and the Executive Chairman in September 2016. Andrew provides commercial oversight and, with the Board, sets the strategic direction and goals of the Company.

Andrew has considerable senior management experience and a deep understanding of the auto and equipment finance industry.

Andrew Denton Chief Executive Officer Appointed: April 2017

Skills and experience

Andrew Denton has been CEO of Alfa since September 2016, having held roles as Sales & Marketing Director and Chief Operating Officer since he joined the Company in 1995.

Andrew is Director and joint founder of the Leasing Foundation, supporting the leasing and auto and equipment finance industry through charitable activities, research and development. Andrew is an advisor to The Women's Association, boosting gender equality in the corporate world, and he is a proud member of the Board of Trustees for Professors Without Borders, bringing top-level educators and global experts to the doorsteps of students worldwide.

Andrew is a computer scientist by training, and has considerable senior management experience and significant experience in the auto and equipment finance industry.

Duncan Magrath Chief Financial Officer Appointed: April 2020

Skills and experience

Duncan started his career at PriceWaterhouse, and qualified as a Chartered Accountant in 1989. He joined Ocean Group in 1992, and spent 13 years in the UK and USA in various finance roles as the group transformed into Exel Logistics. He joined Balfour Beatty, the infrastructure company,

in 2006 and was Group CFO from 2008 to 2015. In 2016 he joined Rubix, an Industrial Parts Distributor, as Group CFO and was in that role through to 2019.

Duncan has extensive experience in senior financial positions both in the UK and internationally, including a deep understanding of investor relations and financial strategy. Duncan is a Fellow of the Institute of Chartered Accountants in England & Wales.

Matthew White

Chief Operating Officer

Appointed: October 2019

Skills and experience

Matthew joined Alfa as a graduate in 1999, starting in a software development role. In his 25-year career delivering software for the auto and equipment finance industry, he has direct experience of everything involved

in systems implementation, from configuration and testing support to project management for a number of UK and European projects. From 2010 to 2016, Matthew's role grew to include responsibility for most of the operations of the Company, before he led Alfa's IPO in 2017. As Chief Operating Officer, Matthew is accountable for the global operations of the business, including Alfa's people function, technology platform and project delivery. Matthew is also responsible for the documentation and communication of Alfa's strategy.

Matthew has considerable senior management experience in software company operations, software development and all aspects of systems implementation and delivery.

A N R

Chris Sullivan

Senior Independent Non-Executive Director Appointed: July 2019

Skills and experience

Chris served as CEO of the Corporate & Investment Bank at Santander UK and has held various CEO roles at The Royal Bank of Scotland and NatWest over a 40-year career. He spent 11 years on the Group Executive Committee, and led key divisions such as Corporate Banking, Retail Banking, Direct Line, and Retail Direct, and was appointed Deputy Group CEO in March 2014.

With nearly 30 years at the Lombard Group, including as CEO, Chris brings significant expertise in the auto

and equipment finance industry. Additionally, he served as the Senior Independent Director (SID) for DWF Group PLC until its delisting in October 2023.

Chris has extensive experience of corporate, investment and retail banking and asset financing together with general management and listed company experience.

Other appointments

Director of CHP Software and Consulting Holdings Limited, CHP Holdings Group Limited, CHP Financial Holdings Limited, CHP Financial Limited and CHP Propco Limited

Other appointments

Director of CHP Software and Consulting Holdings Limited, CHP Holdings Group Limited, Professors Without Borders and The Leasing Industry Philanthropic and Research Foundation Limited

Other appointments

None

Other appointments

None

Other appointments

Chairman of the Westminster Abbey Investment Committee, Non-Executive Director of Cannaray Limited and DVCP Limited

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Committee membership

A

N

Audit and Risk Nomination

R Remuneration Committee chair

A N R

Steve Breach

Independent Non-Executive Director

Appointed: August 2019

Skills and experience

Steve is a member of the Institute of Chartered Accountants in England and Wales, having qualified with

EY in 1993 where he focused on providing corporate finance advice to technology businesses in the UK and internationally. Steve has 17 years' experience as Chief Financial Officer of a number of businesses. Between 2010 and 2016, Steve was CFO of Tribal Group PLC, a leading international provider of student management software to the education market.

Steve has subsequently pursued

a portfolio career, acting as advisor to

a number of privately owned companies.

Steve has held a number of CFO roles and has extensive experience in corporate finance.

A N R

Adrian Chamberlain Independent Non-Executive Director

Appointed: April 2020

Skills and experience

Adrian is the Senior Independent Director of iomart Group PLC. From 2017 to 2023, Adrian was Senior Independent Non-Executive Director of Cambridge University Health Trust. He previously held senior executive positions in a number of private and public tech and telecommunications companies including Chief Executive

Officer of Messagelabs and Achilles Ltd, a member of the Board of Cable & Wireless and Bovis Lend Lease, and

a member of the Operations Board at Symantec. He was the Executive Chairman of eConsult Ltd, a leading cloud-based medical triage company.

Adrian has extensive experience internationally in both the private and public sectors, particularly in strategy formulation and execution, technology and SaaS. He holds an MA in History from Cambridge and an MBA from the London Business School.

A N R

Charlotte de Metz Independent Non-Executive Director

Appointed: April 2020

Skills and experience

Charlotte is the Chief People Officer at Corsearch which focuses on Trademark and Brand and Content Protection Solutions. She previously served as CPO at Keyloop and Synamedia

where she led a large-scale global transformation and was Executive Vice President at Finastra, a global fintech where she was responsible for executive talent, ESG, culture and values, and DEI. Prior to 2012 Charlotte spent over 11 years at Ventyx. During her tenure at Ventyx she held various HR roles, latterly as Human Resource Manager for Rest of World.

Charlotte has a strong track record in delivering innovative employee development, engagement, and retention practices. She also has extensive experience in managing high-impact, enterprise-wide transformations in challenging, fast-paced environments.

A N R

Reena Raichura Independent Non-Executive Director

Appointed: June 2024

Skills and experience

Reena is the Chief Product Officer at Trading Technologies, a global capital markets technology platform. She has over 20 years' international experience in financial services technology and product management. She is renowned for her work at the intersection of business and technology and has a proven track record of driving business value through technological innovation and collaboration.

Reena was the founder of Finergise, a boutique fintech advisory and

consulting firm. Prior to this, Reena was Director, Head of Product Solutions, at fintech startup interop.io and has held senior product and technology roles at leading financial services companies, including J.P. Morgan and Fidessa. She brings deep expertise across the entire product development lifecycle, and

has extensive knowledge of fintech and capital markets.

Peter George

Independent Non-Executive Director

Appointed: As of January 2026

Skills and experience

Peter has over 40 years' experience in operational management, transformation and commercial leadership across financial services, automotive and engineering sectors, with senior positions at organisations such as Textron, Xchanging and Accenture. During his tenure at Accenture, Peter was most recently UK and Ireland Managing Director for Business Process Outsourcing. Early

on, he held various operational, design and management roles within the motor sector.

Throughout his career, Peter has gained extensive international experience across these industries.

He is also known for his leadership and stakeholder engagement skills, with a strong focus on leading through people and empowering individuals to achieve their best.

Other appointments

Director of Elucid Partners Limited and ANDigital Limited

Other appointments

Senior Independent Non-Executive Director of iomart Group PLC

Other appointments

Chief People Officer, Corsearch

Other appointments

Chief Product Officer, Trading Technologies

Other appointments

Chair of Trustee for Accenture Retirement Savings Plan and Accenture Pension Plan

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Andrew Denton Chief Executive Officer Joined Alfa August 1995

Richard Dewire Chief Revenue Officer Joined Alfa January 2001

Relevant experience/previous roles Richard has over 20 years in the auto and equipment finance industry and an in-depth

knowledge of Alfa Systems through many years of implementation, with extensive knowledge of Alfa's sales and commercial process. He was previously Director of Strategy and Investment.

Duncan Magrath Chief Financial Officer Joined Alfa March 2020

Matthew White

Chief Operating Officer

Joined Alfa June 1999

Vicky Edwards Chief People Officer Joined Alfa March 2020

Relevant experience/previous roles

Vicky joined Alfa in March 2020, bringing 26 years of experience in consultancy businesses. A commercially focused HR leader, Vicky has held leadership roles across HR, commercial and operations functions, as well as C-suite level

positions in the professional services, technology and energy sectors.

Andrew Flegg

Chief Technology Officer

Joined Alfa February 2005

Relevant experience/previous roles

Andrew brings over 35 years of programming experience, over 25 years in commercial software development and over 15 years in the auto and equipment finance industry. As CTO, he's responsible for all of Alfa's technology, from internal IT systems, to information security, the Alfa Systems platform and solution architecture.

James Paul

Chief Delivery Officer

Joined Alfa September 1999

Relevant experience/previous roles James is accountable for all implementations across the globe and has responsibility for support, resourcing and partnering. James

has over 25 years' experience implementing in auto and equipment finance for organisations of all sizes.

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Our corporate governance framework clearly defines responsibilities and ensures that the Group has the right systems and controls to enable the Board and its Committees to oversee the business effectively, providing challenge where necessary.

Board of Directors

The Board is collectively responsible for the long-term success of the Company. The business of the Company is managed by the Board who may exercise all of the powers of the Company. Although the Board retains overall responsibility, it delegates certain matters to the Board Committees, and the detailed implementation of matters approved by the Board and the day-to-day operational aspects of the business to the Company Leadership Team (CLT).

Audit and Risk Committee

Provides independent assessment and oversight of financial reporting processes. It oversees, on behalf of the Board, the risk management strategy, risk appetite and the effectiveness of internal

control processes. It also oversees the effectiveness of the internal and external audit functions.

Nomination Committee

Reviews the size, composition, tenure and skills of the Board. It also leads the process for new appointments, monitors Board and senior management succession planning, reviews the talent pipeline and talent management, and considers independence, equity, diversity and inclusion, and governance matters.

Remuneration Committee

Determines the remuneration, bonuses, long-term incentive arrangements, contract terms and other benefits in respect of the Executive Directors, the Chairman, the Company Secretary and senior management. Oversees the remuneration and workforce policies and takes these into account when setting the policy for Directors' remuneration.

Company Leadership Team

The CLT is responsible for the day-to-day running of the business, carrying out and overseeing operational management, and implementing the strategies that the Board has set.

Governance committees

These governance committees are chaired by a member of the CLT and report to the CLT, and the Board or Board Committees as appropriate.

Deal Committee

The Deal Committee determines standard guidelines for an acceptable deal in terms of financial position and key contractual terms.

Disclosure and Governance Committee

The Disclosure and

Governance Committee maintains an overview of the corporate structure and oversees the disclosure of information by the Group to meet its obligations as

a listed company.

ESG Steering Group

The ESG Steering Group supports the CLT in implementing Environmental, Social and Governance (ESG) strategy and managing relevant matters relating to our communities covering environmental and social matters.

Investment Committee

The Investment Committee ensures that Strategic Investment initiatives align with Alfa's business strategy.

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Board leadership and purpose

The Board guides the Company's strategic vision and ensures that decisions are aligned with Alfa's core purpose, values and long-term objectives. The Board recognises that a culture which promotes inclusion, collaboration and openness to different perspectives is essential to the effective delivery of strategic projects and initiatives.

The Group has established processes to support employee engagement and the reporting of concerns. Under a framework ultimately overseen by the Board, colleagues can raise issues through management channels or via whistleblowing mechanisms. Insights from employee engagement, together with the Section 172 statement, Stakeholder

Engagement and ESG reporting, help the Board understand the prevailing culture and ensure alignment with strategy and values.

Corporate governance framework The Board and its Committees oversee the business within a robust governance framework that supports high standards of conduct, effective decision-making and sustainable long-term growth. Clear

responsibilities, strong systems and effective controls help ensure the delivery of Alfa's strategic objectives.

The Board has overall responsibility for ensuring the Company has adequate resources to meet its strategic priorities. A risk management framework is in place to identify,

manage and report on the risks facing the business. The Board reviews these risks at least annually, including a robust assessment of emerging and principal risks. Efficient internal reporting, strong internal controls and ongoing oversight of risks are embedded within our processes and aligned to the Group's purpose, values and strategy.

The role of the Board

The Board is responsible for defining the Company's purpose, values and strategy to drive long-term success, create shareholder value and make a positive impact on society. It acknowledges its accountability to stakeholders and the importance of fostering a strong culture and ethical behaviour across the Group.

Our governance framework establishes clear lines of accountability. While day-to-day operations are delegated to the Executive

Board meetings

Board meetings are conducted in an environment that encourages open discussion, constructive challenge and thoughtful debate. The Board maintains a forward agenda to ensure its time is used effectively and is supported by the Company Secretary in facilitating meetings.

In 2025, the Board held seven scheduled meetings, supplemented by two strategy meetings and a number of informal discussions on operational matters. Meetings were held

in person where possible, with remote attendance available as required. Materials were circulated electronically in advance to allow Directors sufficient time for review.

The Non-Executive Directors also met during the year without the Executive Directors present, and the Senior Independent Director led the review of the Chair's performance.

Board and Committee meetings and attendance

Audit and Risk

Nomination

Remuneration

Directors, the Board retains authority over key strategic and operational decisions. Board

Non-Executive Directors were also given the opportunity to meet without the Chair present.

1. In addition to the six scheduled Board meetings there were two Board Strategy meetings.

2. Charlotte de Metz was unavailable to attend one round of meetings due to illness.

provides appropriate challenge and support to management.

Report on pages 75 to 81; the Nomination Committee Report on pages 71 to 74; and the Directors' Remuneration Report on pages 82 to 102.

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Establishing and embedding our culture

For over 35 years, culture has been a defining feature of Alfa's success, and its preservation remains a key priority for the Board. The Board is confident that Alfa's culture is strong, purpose-driven and well positioned to support continued growth.

As part of its governance responsibilities, the Board has actively monitored and guided the People strategy to ensure it supports longterm growth while preserving Alfa's distinctive culture. In doing so, our people can thrive, our customers and suppliers experience the highest standards of partnership, and the business is managed effectively to generate sustainable returns for investors and support the wider communities we serve.

Throughout 2025, the Board continued to oversee a culture that promotes inclusion, transparency and continuous learning. Regular updates from management, insights from colleagues and workforce engagement activities enabled the Board to monitor culture closely and ensure alignment with Alfa's strategic priorities.

Our quarterly Pulse survey remained a central tool for assessing employee sentiment, with engagement averaging 80.5% across the year. The Board was pleased to note that:

• 86% of colleagues believe Alfa fosters an inclusive environment; and

• 84% feel able to be themselves at work, reflecting our commitment to psychological safety.

Enhancements to the Pulse process, including rotating review groups and clearer feedback channels, further strengthened the link between colleague insight and action.

Promoting a positive culture

It is our collective responsibility to build culture into everything we do and ensure that all colleagues feel free to bring their authentic

self to work and realise their full potential.

Our culture and values shape the way Alfa does business, and living these values starts with our leaders. The Board sets the tone from the top, demonstrating the behaviours expected across the organisation and reinforces our purpose and values.

To understand what matters most to colleagues, the Board creates regular opportunities for engagement, supported by a range of cultural monitoring tools including surveys, Town Halls, and both formal and informal interactions. Customer feedback gathered throughout the sales, implementation and service lifecycle also provides valuable insight into how our values are reflected externally.

Values, purpose and identity

The Board fully supports the Alfa strategic framework, which defines the Company's values, purpose and identity. These values are central to how we operate and guide the behaviours expected across the organisation. As a software and delivery company, our three differentiators, People, Product and Delivery, shape our identity and underpin how we create value.

Talent acquisition and development The Board oversaw a significant scaling of recruitment and talent development to meet increased customer and project demands. This included revising recruitment plans to bring

on over 50 new joiners, enhancing the modular induction programme for both graduates and experienced hires, and focusing on rapid deployment of talent into high-priority projects. Succession planning was extended

to pivotal delivery roles, ensuring a robust pipeline for future growth.

Leadership and performance Investment in leadership capability remained a priority, with continued rollout of leadership programmes and the introduction of new training such as 'Listen Up' to foster openness

and accountability. The Board supported the evolution of performance management, moving from annual reviews to a continuous conversations framework, underpinned by real-time feedback and a comprehensive communications plan.

Navigating global growth

As Alfa expanded internationally, the Board maintained oversight of compliance with complex employment, tax and immigration requirements. The Board supported the establishment of two new branches, in Poland and Portugal, recruitment of specialist expertise, and the management of remote workers across multiple jurisdictions, ensuring that growth did not compromise culture or employee wellbeing.

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During the year, the Board provided leadership and oversight across strategy, performance, risk and governance. In taking decisions, the Board had regard to its duties under section 172 of the Companies Act 2006. The key Board decisions made during the year, and how stakeholder interests were considered and informed outcomes, are set out in the section 172 statements on page 48.

Board

Committees:

Audit and Risk

Broker update:

An overview of the EMEA market and key themes in the

Board

Board meeting

Board

Committees: Audit and Risk Remuneration Nomination

Broker presentation:

A review of the economic outlook and Company benchmarking, including UK/global trends, capital market reforms, equity performance, TSR, trading and investor engagement

Board, AGM and strategy

Director duties:

An update on Directors' duties and UK Listing Rule updates: focus on inside information disclosure, insider lists, and PDMR clearance and reporting requirements

Cyber and information security update:

A review of cyber risk management and operational preparedness

technology sector

People and Culture:

A review of the People strategy focusing on talent, growth and culture

ESG training:

An update on ESG reporting developments and Board assurance

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Board Board

AI: Embracing innovation and Disruptive Technologies

The Board received an update on Alfa's

Artificial Intelligence (AI) strategy, outlining a four-pillar framework designed to harness innovation, improve internal and client efficiencies and maintain Alfa's market leadership while managing emerging

risks. The strategy focuses on building AI literacy across the organisation, driving

Committees:

Audit and Risk

Revenue update:

A review of Revenue performance and growth opportunities

Board and strategy

Committees: Remuneration Nomination

Delivery update:

A review of Delivery capability across all regions, including scaling and improving efficiency

Committees: Audit and Risk Remuneration Nomination

AI: Embracing innovation and Disruptive Technologies

productivity and process simplification through internal efficiencies, enhancing delivery through tools such as the AskThea chatbot and automated log analysis, and embedding AI driven features into Alfa's products, including the secure deployment of new AI capabilities in Alfa Cloud.

The Board also reviewed the associated risks and mitigations, noting the balanced approach taken to ensure agility, security and customer focus as AI technologies evolve.

Provision 29: Internal Controls Project

Alfa has progressed its Internal Controls

project to align with the enhanced requirements of Provision 29. The approach focuses on identifying a proportionate

set of material controls across financial, operational, reporting and compliance risk areas. Alfa is adopting a streamlined framework centred on a smaller number of entity-level controls and control frameworks, underpinned by assurance

mapping to demonstrate how each material risk is mitigated and evaluated. The Board supports this approach, emphasising ongoing monitoring and Board training,

and maintaining appropriate documentation to support the Directors' declaration of effectiveness.

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Division of responsibilities

Alfa is led and controlled by the Board, which is collectively responsible for the long-term and sustainable success of the Group. The structure and the roles of the Board and its Committees ensure that control and oversight give a balanced approach to risk and are aligned with Alfa's culture. This assists the Board with carrying out its responsibilities and is designed to ensure that focus is maintained

on strategy, monitoring the performance of the Group, governance, risk and control issues.

The Board is collectively responsible for the long-term success of the Group and for ensuring leadership within a framework

of effective controls.

The Board responsibilities

We have clear and documented roles and separation of duties between the Chairman and the CEO. The Alfa CEO, Andrew Denton, is responsible for executing the Alfa strategy and day-to-day operations, and leading the CLT. Andrew Page, as Executive Chairman, provides oversight and guidance to Andrew Denton on the strategic direction, key commercial and contracting decisions in addition to his responsibilities for running an effective Board. All Directors have access to the advice of the Company Secretary and may obtain independent professional advice at the Company's expense. In addition, a Directors' and Officers' liability insurance policy is maintained for all Directors and each Director has the benefit of a deed of indemnity. The appointment and removal of the Group Company Secretary is a matter for the Board as a whole.

Matters reserved for the Board

The Board has adopted a formal Schedule of Matters specifically reserved for its decision-making and approval. The matters that the Board considers suitable for delegation are contained in the Terms of Reference of each Board Committee. There are certain key responsibilities that the Board does not delegate and which are reserved for its consideration. The full Schedule of Matters Reserved for the Board is available under the Corporate governance section on our website.

The key role of the Board:

Setting the strategic direction of the Group

Overseeing implementation of the strategy by ensuring that the Group is suitably resourced to achieve its strategic aspirations

Providing leadership within a framework of effective controls which enables risk to be assessed and managed

Ensuring that the necessary financial and

human resources are in place for the Group to meet its objectives

Reviewing the Group's purpose and culture supported by

its values

Workforce policies and practices Our people bring a diverse range of experience, expertise and perspectives that underpin Alfa's values and culture and are essential to the delivery of our strategic objectives. Fostering a positive environment in which colleagues feel valued, motivated and able to thrive is fundamental to Alfa's success. The Board recognises and supports significant investment of time and resources in our people to ensure Alfa can attract and retain talent and continue to develop the skills of its workforce.

A central element in creating this environment and culture is Alfa's Ethics and Code of Conduct Policy. The Policy clearly sets out a zero-tolerance approach to dishonest and corrupt behaviour and seeks to educate employees on unlawful and unethical conduct. Compliance with the Policy helps to protect Alfa's reputation and supports strong relationships with colleagues, investors, customers and other stakeholders. It provides clear guidance on

Company Secretary

The Company Secretary, through the Chairman, is responsible for advising the Board on all governance matters and for ensuring that Board procedures are followed, that applicable rules and regulations are complied with, and that due account is taken of relevant codes of best practice. The Company Secretary is also responsible for ensuring communication flows between the Board and its Committees, and between senior management and

Non-Executive Directors.

the legal and ethical issues employees may encounter in the course of their work, together with the standards of behaviour expected of those working at Alfa. It also offers practical information to support employees in working effectively and efficiently, helping to embed Alfa's values and expected behaviours across

the organisation.

The Board is responsible for overseeing the Company's arrangements for enabling

the workforce to raise concerns and is committed to fostering a culture in which individuals feel confident to speak up without fear of retaliation. Oversight is maintained through regular reporting on the number and nature of concerns raised via the whistleblowing process, together with the outcomes of those reports.

Whistleblowing and incident reporting mechanisms are in place to ensure that concerns can be formally reported, appropriately investigated and addressed.

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There is a clear division of

Role Principal responsibilities

responsibilities between the Board and the business. The roles of the Chairman, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Senior Independent Director and Independent Non-Executive Directors are set out in separate

role statements.

Executive Chairman

Andrew Page

Chief Executive Officer

Andrew Denton

Chief Financial Officer

Duncan Magrath

Chief Operating Officer

Matthew White

Senior Independent Director

Chris Sullivan

Non-Executive Directors

Steve Breach Adrian Chamberlain Charlotte de Metz Reena Raichura

Peter George (1 January 2026)

The Chairman is responsible for the effective leadership of the Board and maintaining a culture of openness and transparency at Board meetings. The Chairman also promotes effective communication between Executive and Non-Executive Directors and ensures all Directors effectively contribute to discussions and feel comfortable in engaging in healthy debate and constructive challenge. The Chairman ensures all Directors receive accurate, timely and clear information to assist them to make their decisions and identifies training and development needs as required.

The Chief Executive Officer has day-to-day responsibility for the effective management of Alfa and for ensuring that Board decisions are implemented. He plays a key role in defining and guiding the strategy, once agreed by the Board, whilst ensuring the successful delivery against the strategic plan and other key business objectives, allocating decision-making and responsibilities accordingly. The CEO is also tasked with providing regular operational updates to the Board on all matters of significance relating to the Group's operations and for ensuring effective communication with shareholders and other key stakeholders. The CEO identifies and executes new business opportunities, and assesses potential acquisitions and disposals. He manages the Group with reference

to its risk profile in the context of the Board's risk appetite and is responsible for the oversight of the ESG initiatives.

The Chief Financial Officer has overall responsibility for management of the financial risks of the Group. The CFO is responsible for financial planning and record-keeping, as well as financial reporting to the Board and shareholders. The CFO ensures effective financial compliance and control, while responding to regulatory developments, including financial reporting, effective allocation of capital, management of liquid resources, investor relations

and corporate responsibility. The CFO has responsibility for the ESG reporting.

The Chief Operating Officer is responsible for day-to-day operational activities. The COO plays a key role in developing key business operational models, monitoring performance against KPIs and ensuring adequate staffing recruitment to deliver development and systems implementation. The COO is responsible for software development, systems implementation delivery and the delivery of HR resourcing and planning.

The Senior Independent Director provides a sounding board for the Chairman and acts as an intermediary for the Non-Executive Directors. The Senior Independent Director is available to shareholders should they have any concerns, where communication through normal channels has not been successful or where such channels are inappropriate. The Senior Independent Director meets with the Non-Executive Directors at least annually when leading the Non-Executive Directors' appraisal of the Chairman's performance.

The Non-Executive Directors bring insight and experience to the Board. They have a responsibility to constructively challenge the strategies proposed by the Executive Directors; scrutinise the performance of management in achieving agreed goals and objectives; and play leading roles in the functioning of the Board Committees, bringing an independent view to the discussion.

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Board composition

The composition of the Board is subject to ongoing review and all Board appointments follow a formal search and selection process. The Board delegates to the Nomination Committee the responsibility to maintain the appropriate composition of the Board. The Nomination Committee ensures diversity features strongly in its work on succession planning.

The Board recognises that the diversity of its Directors should reflect a range of views, insights, perspectives and opinions, to facilitate constructive discussion and enable enhanced decision-making and effectiveness.

During the year, the Board reviewed the overall balance of skills, experience, independence and knowledge of the Board and Committee members. We consider that the skills and experience of our individual Directors, particularly in the areas of financial services, people and software, are fundamental to the pursuit of our objectives. Further details of this review, including actions taken, are set out in the Nomination Committee Report on pages 71 to 74.

As required by provision 11 of the Code, at least 50% of the Board, excluding the Chairman, are Independent Non-Executive Directors. As at

31 December 2025, the Board comprised of nine members: the Executive Chairman, three Executive Directors and five Independent Non-Executive Directors. Details of the skills

and experience of each member of the Board is set out in the Board biographies on pages 58 and 59.

The Board also believes that each of the Independent Non-Executives has retained independence of character and judgement and has not formed associations with management or others that may compromise their ability to exercise independent judgement or act in the best interests of the Group.

Board performance

As outlined in the Corporate Governance Compliance section, the Company did not undertake its triennial externally facilitated Board evaluation during the year.

The Board concluded that deferring the externally facilitated review was appropriate given the Company's strategic priorities and operational focus. It considered that Board effectiveness would be best supported by dedicating time and resources to strategic development and operational execution rather than conducting an external evaluation at

this stage.

The Board also undertook a careful assessment of the potential risks associated with a temporary departure from Provision 21. These risks were mitigated through enhanced oversight by the Chair, including informal performance evaluations, regular feedback mechanisms, and continued monitoring of Board composition, skills and succession planning. The Board assessed the impact of the deferral and remains satisfied that it has had no adverse effect on its effectiveness or on the overall quality of governance.

Notwithstanding the absence of a formal evaluation during the year, the Chair is satisfied that the Board and its Committees continue to operate effectively and that the balance of skills, experience and contribution across the Board remains appropriate to support the Group's long-term success.

Chairman's and Directors' performance

During the year, the Senior Independent Director evaluated the performance of the Chairman. In addition, the Non-Executive Directors met independently from the Executive Directors to discuss with the Chairman the overall functioning of the Board and the Chairman's contribution in making it effective.

In addition, the Chairman holds regular meetings with individual Directors at which, among other things, their individual performance is discussed. Informed by the Chairman's continuing observation of individual Directors, these discussions form part of the basis for recommending the

reappointment of Directors at the Company's AGM, and include consideration of the Director's performance, contribution and commitment to the Board and its Committees.

Directors' conflicts of interest

Each Director is required to disclose conflicts and potential conflicts to the Chairman and the Company Secretary as and when they arise. As part of the induction process, a newly appointed Director is asked to disclose any conflicts of interest to the Company.

Thereafter, each Director has an opportunity to disclose conflicts at the beginning of each Board and Committee meeting and as part of an annual review.

None of the Directors declared to the Company any actual or potential conflicts of interest between any of their duties to the Company and their private interests and/or other duties. The Companies Act 2006 provides that Directors must avoid a situation where they have, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with

the Company's interests. Boards of public companies may authorise conflicts and potential conflicts, where appropriate, if their company's Articles of Association permit.

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Strategic direction

The Board has clear responsibility for setting the Company's strategic direction and for overseeing the execution of that strategy.

During 2025, the Board worked closely with senior management through dedicated strategy sessions to develop, test and refine Alfa's long-term strategic priorities, supported by detailed financial modelling and market analysis.

Board strategy sessions

In 2025, the Board held two dedicated Strategy sessions, in April and October, involving the Board and senior management. These sessions were structured to allow in-depth consideration of Alfa's long-term growth opportunities, competitive positioning and operational scalability, and to enable robust challenge and debate by the Board.

The sessions were designed to move beyond short-term operational performance and focus on the sustainability of Alfa's business model over the medium to long term.

Ongoing oversight and integration Strategy is treated as an ongoing process rather than a one-off exercise. The Board agrees that the long-term financial model should continue to be refined and used as a living tool to support decision-making, including alignment with annual budgeting and viability assessments.

Progress against the strategic initiatives is monitored through regular Board updates, enabling the Board to track execution, respond to emerging risks and adjust strategic priorities where appropriate.

The Board continues to monitor the strategic direction of the Company and the key investments we need to make to remain in

a leading position in an ever-changing market. It ensures we have the resources and the right people in the right place operationally

to ensure we remain relevant to the markets in which we operate. This brings focus to strategic objectives and translates into better decisions, driving competitive advantage, stronger performance and a sustainable business model.

Board challenge and decision making The Board provides support in implementing strategic priorities as well as oversight and constructive challenges in running the business. Through reporting, including the

use of both financial and non-financial metrics, the Board is able to evaluate and guide the progress and performance of the Company.

Throughout the Strategy sessions, the Board actively challenged management on strategic priorities, sequencing and execution risks.

The Board focused on ensuring that the strategic direction was coherent, evidence-based and aligned with Alfa's purpose and long-term objectives.

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Board diversity

The Board recognises the importance of diversity for the effective leadership and long-term success of the Company. It is the Board's policy that appointments are made strictly on the basis of merit, without discrimination relating to age, gender or

Diversity overview

Board composition

Board tenure

Age of the Board

Ethnicity of the Board

any other factor that has no bearing on an individual's ability to fulfil the role of Director. In applying this policy, the Board recognises that diversity of thought, experience and approach is a critical component of effective decision-making and overall Board effectiveness and is therefore an important consideration within Board succession planning and appointments.

The Board is mindful of the diversity targets set out in FCA Listing Rule 6.6.6(9). In respect of the financial year ended 31 December 2025, the Board did not meet the gender targets.

The required numerical and explanatory

Executive

Chairman

Independent

Director

Executive Director

0-1 years

6-9 years

3-6 years

40-49

50-59

60-69

White

Asian

disclosures are set out in the Directors' Report on page 104 of this Annual Report.

Gender diversity Board

Gender diversity Company-wide

Gender diversity - CLT1

Gender diversity

- CLT direct reports

The Board supports a range of diversity, equity and inclusion initiatives across the business, including an annual Diversity, Equity and Inclusion survey. The Company continues to implement initiatives aimed at improving diversity across the workforce, including targeting 30% diversity in new hires and 50% female representation within the graduate intake, recognising the importance of building a strong and diverse pipeline for future leadership roles.

Male

Female

Male

Female

Other

Male

Female

Male

Female

1. The CLT composition excludes the three Executive Directors who are part of the CLT. Alfa gender balance is captured through voluntary and confidential self-disclosure.

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The Committee remains committed to ensuring that the Board and Company Leadership Team collectively possess the appropriate balance of skills, knowledge and experience to discharge their responsibilities effectively.

Chris Sullivan

Nomination Committee Chair

Principal activities for 2025

• Identified and nominated a suitable Chief Financial Officer and Non-Executive Director to be appointed to the Board.

• Reviewed the structure, size and composition of the Board and its Committees.

• Considered the wider elements of succession planning for the Board and the CLT.

• Reviewed the time commitment required for Non-Executive Directors.

Meetings held during 2025

Meetings Member attended since 2025

Chris Sullivan 2019 3/3

Steve Breach 2019 3/3

* Charlotte de Metz was unable to attend due to illness.

Committee composition

Dear Shareholders,

On behalf of the Board, I am pleased to present our 2025 Nomination Committee Report, which summarises the Committee's key activities during the year.

During the year, the Committee dedicated significant time to long-term succession planning for the Board, its Committees and the Company Leadership Team (CLT). Particular focus was given to the tenure and refreshment cycle of the Non-Executive Directors. The Committee determined that appointing an additional independent Non-Executive Director would support a more balanced and sustainable rotation cycle, strengthen continuity of oversight and enhance the breadth of experience available to the Board

as the Company delivers its forward strategy.

Director, with effect from 1 January 2026. On appointment Peter was appointed as a member of the Audit and Risk Committee,

Nomination Committee and the Remuneration Committee. The Committee will oversee and

support his induction into the role.

The Committee remains committed to ensuring that the Board and CLT collectively possess the appropriate balance of skills, knowledge and experience to discharge their responsibilities effectively and to respond appropriately to emerging challenges and opportunities.

At the end of 2025, Duncan Magrath, Chief Financial Officer, informed the Board of his intention to retire at the end of 2026.

The Committee therefore focused on the recruitment of a successor and was pleased to conclude a thorough and structured recruitment process.

The Board was delighted to announce that Andrew Dickson will assume the role of Chief Financial Officer, with effect from July 2026. Ensuring a smooth and orderly transition will remain a key priority as Andrew steps into the role. Further details of the recruitment process will be set out in the 2026 Annual Report.

Chris Sullivan

Nomination Committee Chair

The full Terms of Reference for the Committee are reviewed annually and can be found at: alfasystems.com/investors/governance.

Male Female

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Committee role and membership

The Committee is chaired by Chris Sullivan, the Senior Independent Director and comprises of the Executive Chairman and the Non-Executive Directors.

Skills and experience

The Committee regularly reviews the composition of the Board to ensure that its members have the right balance of skills and experience to support management in the delivery

1 2

ESG

3 4 5 6

7 8 9

The Nomination Committee is responsible for ensuring the composition and structure of the Board remains effective, balanced and optimally suited to the Company's strategic priorities. This involves overseeing the

nomination, induction, evaluation and orderly succession of Directors.

This is achieved through effective succession planning, the identification and development of internal talent, and a clear understanding of the competencies and capabilities required to support the delivery of Alfa's strategy.

It oversees the recruitment process and advises the Board on the identification, assessment and selection of candidates; drives the equity, diversity and inclusion agenda; and confirms that all appointments are made on merit against objective criteria.

The Committee is responsible for ensuring that

of the Group's strategy.

The Directors completed a self-capability assessment, which supports our ongoing succession planning work. The output is shown in the skills and experience matrix opposite.

Directors are given the opportunity to discuss training and development needs and additional training is available on request, so that Directors can update their skills and knowledge as applicable. The Committee is confident that Board members have the knowledge, ability and experience to perform the functions required of a Director of a quoted public company.

Non-Executive Directors' tenure

Governance and risk management

Financial

Human resources and talent management

International business

Operational

Strategy development and implementation

Technology and cyber security

a comprehensive induction programme is delivered on the appointment of a new

Non-Executive Director and leads the annual evaluation process of the Board.

The Committee monitors the Non-Executive tenure and reviews potential departure dates assuming the relevant Directors are not permitted to serve more than three three-year terms (nine years) from their appointment date.

2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034

Steve Breach Chris Sullivan

Adrian Chamberlain Charlotte de Metz Reena Raichura Peter George

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Succession planning

The Nomination Committee undertook a comprehensive review of Board succession in 2025. The review assessed the tenure and expected remaining service of each Non-

Executive Director (NED) alongside the broader succession pipeline for both the Board and senior management. The Committee's objective was to ensure orderly succession and that the Board retains an appropriate balance of skills, experience and knowledge. Ensuring that future transitions are planned to minimise disruption to the Board's effectiveness.

The Committee considered Board composition in the context of the UK Corporate Governance Code 2024, which provides that an NED serving more than nine years may no longer be regarded as independent unless the Board offers a clear and compelling justification.

The Committee therefore reviewed the independence of each Director with reference to length of service.

The Committee also assessed whether the existing rotation cycle of Directors remained appropriate, taking into account upcoming retirements, consideration to Board committee composition and the Company's long-term strategic priorities. The Committee determined that appointing an additional independent NED would support a more balanced and sustainable rotation cycle, strengthen oversight continuity, and enhance the

depth of experience available to the Board. Following this review, the Board approved the Committee's recommendation to commence a search process for an additional independent NED.

Non-Executive recruitment process The Nomination Committee oversaw the recruitment process for the appointment of an additional Independent NED, following the Committee's succession and tenure review. The Committee agreed a clear role specification and candidate profile, reflecting the skills, experience and personal attributes required to complement the existing Board

and support the Company's long-term strategy.

To ensure a fair, transparent and inclusive process, the vacancy was openly advertised across appropriate platforms and professional networks, enabling broad visibility and encouraging applications from a wide and diverse pool of suitable candidates. This approach supported the Committee's commitment to merit-based selection and enhanced diversity of background, perspective and experience.

The Committee reviewed all applications received through the open advertisement and developed a longlist of candidates whose skills and experience aligned with the agreed role criteria. Candidates were considered from a broad range of professional sectors and geographies, ensuring that the selection process promoted diversity of thought as well as compliance with regulatory expectations.

A shortlist of candidates participated in a series of interviews with the Chair of the Board, the Chair of the Nomination Committee and other Board members. The Committee assessed each candidate against the agreed criteria,

with a particular focus on independence of judgement, relevant sector or functional expertise, cultural fit and capacity to commit sufficient time to the role.

Following a rigorous assessment, the Committee recommended a preferred candidate Peter George to the Board for approval. The Committee is satisfied that

the recruitment process was fair and objective and that the appointment enhances the Board's overall balance of skills, experience and independence.

Equity, diversity and inclusion

The Committee oversees equity, diversity and inclusion across the Board and senior leadership, recognising that a broad mix of

skills, backgrounds and perspectives supports effective decision-making and long-term sustainable success. In recommending new Board appointments, the Committee considers a range of factors, including skills, experience and diversity, while noting that all appointments are ultimately made on merit against objective and measurable criteria.

The Board maintains an open and inclusive culture in which all Directors are encouraged to contribute fully and where views are considered without bias or discrimination.

The Committee confirms that the Company meets the Parker Review target for ethnic diversity but acknowledges that the Board does not meet the targets set by the FTSE Women Leaders Review or UK Listing Rules.

In accordance with the UK Listing Rules disclosure requirements, as at 31 December 2025 one Director is from an ethnic minority background, female representation on the Board is 22%, and no senior positions are held by a woman. Following the appointment of Peter George as a new male Non-Executive Director, the proportion of female Directors has decreased. Standardised diversity data can be found in the Directors' report on page 104.

During the year, the Company engaged directly with the FTSE Women Leaders Review and the Investment Association. We acknowledged that Alfa has not yet met the Review's voluntary targets and outlined our merit-based appointment approach, which considers diversity of background and perspective as integral.

The Committee remains committed to cultivating diversity of thought on the Board and throughout the organisation, ensuring appropriate challenge, wider perspectives and stronger decision-making. It will continue to engage openly with relevant stakeholders and to oversee the development of a broader and more diverse talent pipeline to support future Board and senior leadership appointments.

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Board Diversity, equity and inclusion Policy

The Board Diversity, equity and inclusion (DEI) Policy reflects the Board's belief that better decision-making and stronger outcomes are achieved when individuals with different skills, backgrounds, perspectives and lived experiences come together with a shared purpose. As set out in the Policy, Alfa

recognises the benefits of a diverse Board, and is committed to ensuring that appointments are made on merit and are assessed against objective criteria and with due regard to diversity in its broadest sense, including industry experience, background, race,

gender and other facets of diversity.

The Policy complements Alfa's wider inclusion initiatives and reinforces the expectation that the Board contributes to an open and inclusive culture, where diverse viewpoints are encouraged and considered without bias

or discrimination.

The Committee supports the Company's equity, diversity and inclusion initiatives and acknowledges that Alfa continues to evolve its approach in this area. As part of this ongoing development, the Committee reviews Board composition, succession planning and diversity considerations.

Induction programme

Following the appointment of Peter George in January 2026 and Andrew Dickson, as CFO in July 2026, each will undertake a comprehensive and tailored induction programme. The programme, coordinated by the Company Secretary, is designed to ensure that new Directors quickly gain a clear understanding

of the Company's strategy, business model, governance framework, risk profile and culture.

The induction programme includes the provision of detailed background information on the Company, together with a programme of briefings with relevant members of the Corporate Leadership Team. It also incorporates meetings with the Group's external audit partner, internal audit partner and Executive Directors.

New Non-Executive Directors are additionally offered external training to support their understanding of the role and duties of

a Director of a quoted public company.

All Directors have access to the Company's electronic board paper system, which provides timely and secure access to Board and Committee papers and other key information.

Ongoing professional development The Board recognises the importance of ongoing professional development. Directors receive regular briefings and presentations on matters relevant to the Company's operations, together with updates on developments in the markets in which the Group operates and on changes to the regulatory and governance environment.

Director independence

The Committee reviewed the independence of each Non-Executive Director and is satisfied that all Non-Executive Directors, including the Chair, remain independent under the definition in the Code. Furthermore, the Committee is satisfied that each Non-Executive Director devotes sufficient time to their Board responsibilities.

External directorships

The Board places significant emphasis on ensuring that Directors are able to dedicate the time and attention necessary to fulfil their Director responsibilities effectively. Prior to appointment, Non-Executive Directors are made fully aware of the expected time commitment associated with their role.

All Directors are also informed that any proposed additional external appointments or significant new commitments would require prior approval of the Board. There were no new public appointments in relation to the Directors during 2025.

The Board believes, in principle, in the benefit of Executive Directors accepting Non-Executive Directorships of other companies in order to widen their skills and knowledge for the benefit of the Company. All such appointments require the prior approval of the Board and the number of public company appointments

is limited to one.

Election and re-election of Directors The re-election of Directors is subject to their continuing commitment to Board activities and satisfactory performance. All Directors will stand for re-election annually in accordance with the provision of the 2024 Code. Following discussion of the skills and contribution of each Director, and in conjunction with the Chair's evaluation, the Committee supports the proposed re-election of all Directors standing for re-election at the AGM in 2026. The Committee has confirmed to the Board that the contributions made by the Directors offering themselves for re-election at the

2026 AGM continue to benefit the Board and the members are invited to support their re-election.

Peter George will stand for election by shareholders for the first time at the 2026 AGM. Additionally, Andrew Dickson will stand for election by shareholders at the 2027 AGM.

Chris Sullivan

Chair, Nomination Committee

11 March 2026

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The finance and risk functions, together with the Group's control framework, have continued to evolve and strengthen, leaving the Group

Provision 29.

Steve Breach

Chair of the Audit and Risk Committee

Principal activities for 2025

• Approved the Company's risk management framework, risk appetite and risk register.

• Reviewed progress on compliance with Provision 29 of the UK Corporate Governance Code.

• Received an update on information security and cyber security.

• Reviewed management's approach to compliance with new regulatory

  requirements, including the Economic Crime and Corporate Transparency Act.

  Meetings held during 2025

  Meetings Member attended since 2025

  Steve Breach (Chair) 2019 4/4 Adrian Chamberlain 2020 4/4

  The Committee's members are all Independent Non-Executive Directors.

  Committee composition

  Areas of focus for 2026

• Continue to monitor legislative and regulatory changes that may impact the work of the Committee.

• Continue with oversight of internal audit activities and findings.

• Continue oversight of the Company's risk management framework including developments arising from the revised UK Corporate Governance Code.

• Monitor the continued progressive enhancements to Alfa's systems and internal controls across all key functions of the business, including oversight of management's approach to Provision 29 controls effectiveness review.

  Dear Shareholders,

  I am pleased to present our Audit and Risk Committee Report for the year ended

  31 December 2025. The Report explains the work of the Committee during the year, as well as setting out expected key areas of focus for 2026.

  The Committee has an annual work plan linked to the Company's financial reporting cycle, which ensures that it considers all matters delegated to it by the Board.

  Committee's primary focus was to maintain the integrity and transparency of the Company's internal and external financial reporting.

  We continued to spend time assessing the application of IFRS 15 'Revenue from

  Contracts with Customers', alongside careful consideration of the Company's risk management framework, internal controls and management information systems.

  During the year, the Company continued to refine key processes and further enhance insightful management information across its business.

  Alongside core financial controls, Alfa's cyber and information security resilience is critical. The Committee has continued to pay close attention to management's work to enhance Alfa's cyber security control environment.

  Committee members' skills and experience are set out on pages 58 to 59. The Board is satisfied that the Committee meets the requirement to have recent and relevant financial experience, and that, as a whole, its members have experience of the auto and equipment finance and enterprise software sector and corporate governance.

  60% 40%

  We have continued to review and challenge the assumptions and judgements made by management in the preparation of published financial information and to oversee the internal control environment, including oversight of the external and internal audit

  As a result of its work during the year, the Committee has concluded that it has acted in accordance with its Terms of Reference.

  Steve Breach

  Chair of the Audit and Risk Committee

  The full Terms of Reference for the Committee are reviewed annually and can be found at: alfasystems.com/investors/governance

  Male Female

  processes. Throughout the year, the

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  Audit and Risk Committee Report continued

  Key responsibilities of the Committee The Board has delegated to the Committee responsibility for overseeing financial reporting, the review and assessment of

  the effectiveness of the internal control and risk management systems, and maintaining an appropriate relationship with the external auditor.

  The Committee has adopted Terms of Reference, which are available to view at alfasystems.com/investors/governance. The Terms of Reference provided the framework for the Committee's work in the year and key responsibilities of the Committee are summarised as follows:

• Overseeing the relationship with the Company's external auditor, monitoring its effectiveness and independence, and making recommendations to the Board in respect of its remuneration, appointment and removal. The Committee also reviews the findings from the external auditor, including discussion of significant accounting and audit judgements, levels of errors identified and overall effectiveness of the audit process.

• Reviewing the financial statements of the Company, including its annual and half-yearly reports and, if applicable, any other formal announcements relating to its financial performance. The Committee also considers significant financial reporting issues, accounting policies and key areas of judgement or estimation. This review also includes consideration of the clarity and completeness of the disclosures presented in the financial statements.

• Overseeing the accounting principles, policies and practices adopted by

  the Company.

• Monitoring and reviewing internal audit activities, reports and findings.

• Reviewing the effectiveness of the Company's system of internal financial controls and internal control systems.

• Advising the Board on the Company's risk strategy, risk policies and current and emerging risk exposures, including the oversight of the overall risk management framework and systems.

• Assessing the adequacy and security of the Company's arrangements for its employees and contractors to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters and to ensure proportionate and independent investigation of such matters.

• Making recommendations to the Board as it deems appropriate on any area within its remit where action or improvement is required.

• Providing advice on whether the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable.

• Reporting to the Board on how it has discharged its responsibilities.

• Developing and implementing policy on the engagement of the external auditor to supply non-audit services.

Meetings

During the year, the Committee met four times and met privately with the external auditor twice. The Committee operates to a forward agenda linked to the financial calendar which ensures that the responsibilities and duties of the Committee are discharged in accordance with the Terms of Reference and the requirements of the UK Corporate Governance Code.

In addition to the Committee members, by invitation, the meetings of the Committee may be attended by the CFO. The Chairman of the Board, CEO and COO may also attend

meetings. The Company's external auditor and the internal audit services provider are also present at all Committee meetings, to ensure full communication of matters as they relate to their respective responsibilities. At the end of each Committee meeting, Committee members have the opportunity to meet with the external auditor (and, where appropriate, the internal auditor) for a private discussion regarding the audit process and relationship with management.

The Chair of the Committee holds regular meetings with the external auditor, which means that the auditor has an opportunity to discuss matters with the Committee without management being present. In addition, the external auditor and internal auditor also meet with the CFO (who has responsibility and custody of the internal audit function).

Meetings of the Committee are scheduled close to the end of the half and full year, as well as before the publication of the associated half-year and full-year financial reports, so as to ensure the Committee is informed fully, on a timely basis, on areas of significant risks and judgement. The Board has confirmed that it is satisfied that Committee members possess an appropriate level of independence and depth of financial and commercial expertise. For the year ended 31 December 2025, Steve Breach, the Chair of the Committee, was determined

by the Board as having recent and relevant financial experience.

The Committee is satisfied that it receives sufficient information and has access to relevant and timely personnel to allow the Committee members to engage in an informed debate during Committee meetings and to fulfil its responsibilities.

Significant financial reporting judgements

As part of its monitoring of the integrity of the financial statements, the Committee reviews whether suitable accounting policies have been adopted and whether management has made appropriate estimates and judgements - the Committee seeks support from the external auditor to assess these. The Committee considered the following significant judgements, and other areas of audit focus, in respect of the financial statements for the six months ended 30 June 2025 and year ended

31 December 2025.

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These areas have been identified as being significant by virtue of their materiality or being accounting items which are new for the current financial year or the level of judgement and/or estimation involved. In order to ensure the approaches taken were appropriate, the Committee considered reports from both management and the external auditor. The Committee challenged judgements and sought clarification where necessary. The Committee received a report from the external auditor on the work it had performed to arrive at its conclusions and discussed in detail all material findings contained within the report.

Area of focus Assessment Review of the Committee Conclusion/Action taken

Revenue recognition The Group's operations include complex software

implementation programmes and service activities. The delivery of these contracts typically extends over more than one reporting period, and often the original project plans are amended as the implementation programme progresses.

Contract modifications also occur from time to time.

In recognising customised licence revenue, management must apply a number of judgements to allocate the overall transaction price across the multiple performance obligations that have been identified within these projects. Estimates are applied in this assessment, for example when assessing the standalone selling price.

Judgements are also made when the Group enters into new contracts with existing customers or when there are changes to existing contracts with customers, such as the addition of new customer-specific contractual terms.

Development costs The Group continues to invest in the development of the

Alfa Systems product. Some of the development effort is undertaken in partnership with customers and therefore is specific to that implementation or customer's process.

Judgement is required to assess whether any development is substantially new in either design or functionality, and whether it would be commercially viable in the open market. Therefore, management assesses the likelihood of capitalisation of such costs prior to initiation of the investment project and also performs regular assessments of the development work that has been undertaken to determine if it meets the criteria set out in IAS 38 for capitalisation. Management's review also covers amortisation and impairment considerations.

In advance of the half-year and full-year results, the Committee received reports from management that outlined the key judgements that were likely to be required to be included in the results. These reports were reviewed and the key points within them were discussed, with the external auditor commenting where relevant.

As part of the process for approving the half-year and full-year results, management finalised and issued updated reports to the Committee, with final management positions clearly documented. These were considered carefully by the Committee in conjunction with input from the external auditor.

The Committee reviewed reports from management detailing the costs that had been identified as appropriate for capitalisation. These were considered carefully by the Committee, in conjunction with input from the external auditor.

The Committee agreed with the revenue judgements adopted by management.

The Committee concurred with management's approach on the amounts to be capitalised in both the

half-year and full-year results.

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Area of focus Assessment Review of the Committee Conclusion/Action taken

Going concern and viability statement

The Directors must satisfy themselves regarding the Group's long-term viability and confirm that they have a reasonable expectation that the Group will continue to operate and meet its liabilities as they fall due for the foreseeable future.

The Committee reviewed management's budget and forecasts, including an overview of the assumptions made in the preparation of the base case supporting the going concern and viability statement. This included the Group's 2026 budget and the plans for 2027 and 2028.

The Committee discussed and challenged the budget and forecasts before agreeing with the reasonableness of the three-year period.

The Committee assessed this in light of the principal risks and uncertainties as disclosed on pages 37 to 44 in the Strategic report.

The Committee discussed and challenged the downside scenarios modelled as part of the viability statement as disclosed on pages 52 to 53 in the Strategic report, the funding headroom available, the feasibility of mitigating actions, the dividend policy and the speed of implementation of any cost-saving measures following future management decision making.

The Committee noted the 2024 Code requirement for the Directors to state whether they consider it appropriate to adopt the going concern basis of accounting for a period of at least 12 months from the date of approval of the 2025 financial statements.

Following this evaluation and analysis, the Committee was satisfied with the judgements made and that the continued use of the going concern basis was appropriate, and the viability statement was prepared appropriately.

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Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 79

Fair, balanced and understandable The Committee has undertaken a careful review to ensure that the Annual Report is 'fair, balanced and understandable' and provides the necessary information for shareholders to assess the Company's consolidated position, performance, business model and strategy, in line with the requirements of the 2024 Code.

The Committee members were consulted at various stages during the drafting process and provided input at the planning stage, as well as having the opportunity to review the Annual Report as a whole and discuss, prior to the March 2026 Committee meeting, any areas requiring additional clarity or better balance

in the messaging. In forming its opinion and recommendation to the Board in respect of the above matters, the Committee assessed the following:

• A qualitative review of disclosures and a review of internal consistency throughout the Annual Report and Accounts;

• A review by the Committee of all material matters, as reported elsewhere in this Annual Report and Accounts;

• Disclosures made in accordance with the Task Force on Climate-related Financial Disclosures (TCFD) and UK Climate-related Financial Disclosure (CFD) regulations;

• A risk comparison review, which assesses the consistency of the presentation of risks and significant judgements throughout the main areas of risk disclosure in this Annual Report and Accounts;

• A review of the balance of good and bad news; and

• Ensuring it correctly reflects:

  • The Company's position and performance as described on pages 116 to 154;

  • The Company's business model, as described on page 4; and

  • The Company's strategy, as described on pages 13 to 17.

    On the basis of this work, together with the views expressed by the external auditor, the Committee recommended, and in turn the Board confirmed, that it could make the required statement that the Annual Report is 'fair, balanced and understandable'.

    Risk management

    The Board has overall responsibility for determining the nature and extent of its principal and emerging risks and the extent of Alfa's risk appetite, and for monitoring and reviewing the effectiveness of the Company's systems of risk management and internal control. Further details of the risk management objectives and process are on pages 34 to 37. The principal risks and uncertainties facing the Company are addressed in the Strategic report on pages 37 to 44. The Board has delegated

    to the Committee the responsibility for monitoring the effectiveness of the systems of risk management.

    Internal control

    The Board determines the objectives and broad policies of the Company and meets regularly, when a set schedule of matters which are required to be brought to it for decision is discussed. Overall management of the Company's risk appetite, its tolerance to risk and discussion of key aspects of execution of the Company's strategy remain the responsibility of the Board. The Board has delegated to the Audit and Risk Committee the responsibility for overseeing the system

    of internal controls to ensure these are appropriate to the business environments in which the Company operates.

    Key elements of this system include the following:

• A clearly defined organisation structure for monitoring the conduct and operations of the business;

• Clear delegation of authority throughout the Company, starting with the matters reserved for the Board;

• A formal process for ensuring that key risks affecting operations across the Company are identified and assessed on a regular basis, together with the controls in place to mitigate those risks. Risk consideration is embedded in decision-making processes

  at all levels and the most significant risks are periodically reviewed by the Board. The risk process is reviewed by the Audit and Risk Committee;

• The preparation and review of the annual budget;

• The monthly reporting of actual results and their review against the budget, forecasts and the previous year, with explanations obtained for all significant variances;

• Controls in respect of financial reporting and the production of the consolidated financial statements are well established. Group accounting policies are consistently applied, and review and reconciliation controls operate effectively; and

• The Finance Manual which outlines key control procedures and policies to apply throughout the Company and Group. This includes clearly defined policies and escalating authorisation levels for all procurement activity including capital expenditure and investment.

  During 2025, the Board, through the Committee, has continued to monitor the Company's risk management and internal control, and it has also reviewed their effectiveness. Throughout 2025, Alfa's financial, operational and compliance controls continued to operate as intended.

  Throughout the year, the Board exercised oversight of management's programme to enhance financial and operational controls in accordance with the upcoming Provision 29 requirements, ensuring that resourcing,

  scope and timetable remained appropriate. An update on progress towards meeting Provision 29 requirements is set out on page 65.

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  Audit and Risk Committee Report continued

  Internal audit

  The Audit and Risk Committee supports the Board in fulfilling its responsibilities to review the activities, resources, organisational structure and operational effectiveness of the internal audit activities. Following discussion with the Committee Chair and the CFO, BDO LLP presents its internal audit plan for approval to the Committee at the start of each new financial year and provides an update and further plans at the mid-year stage.

  The Committee monitored and reviewed the scope, extent and effectiveness of the internal audit plan in line with the Company's key risks and strategy. Internal audit is a standing agenda item at each Committee meeting and BDO LLP presents an update on audit activities, the progress of the audit plans and the outcomes of all audits with action plans to address any issues. Activities of internal audit during 2025 included the following areas

  of focus:

• HR changes and payroll

• Recruitment, onboarding and training

• Cybersecurity

• Strategic opportunity data gathering

• Follow-up on prior recommendations

  The Committee performed an effectiveness review of internal audit during the year.

  As part of this review referenced above, and considering management's opinion, the Committee was satisfied that the internal audit function remains effective and fit for purpose.

  External audit

  The Committee oversees the Company's relationship with, and the performance of, the external auditor. This includes responsibility for monitoring its independence, objectivity and compliance with ethical and regulatory requirements. The Committee is the primary contact with the external auditor. The Committee also has responsibility for approving the nature of non-audit services which the external auditor may or may not be allowed to provide to the Company and the fees paid for these services (subject to de minimis levels).

  Independence and performance of the external auditor

  The Committee is responsible for reviewing the independence of the Company's external auditor, RSM, agreeing the terms of engagement and the scope of its audit.

  RSM has a policy of partner rotation, which complies with regulatory standards, and RSM operates a peer review process for its

  engagements, to ensure that its independence is maintained. The Committee reviewed a report from the external auditor describing its arrangements to identify, report and manage any conflicts of interest.

  Maintaining an independent relationship with the Company's external auditor is a critical part of assessing the effectiveness of the audit process. The Board has approved a policy which is intended to maintain the independence and objectivity of the external auditor. The policy, which was updated in the year, governs the provision of audit, audit-

  related services and non-audit services provided by the auditor. Committee approval is required for any service with an expected cost in excess of £10,000. During 2025, the external auditor confirmed to the Committee that it did not provide any non-audit or additional services other than for the half-year review that could lead to its objectivity and

  independence being compromised on behalf of the Company.

  Details of audit, audit-related fees and non-audit fees are included in note 9 to the consolidated financial statements.

  The Committee notes that audit partner rotation every five years facilitates independence and objectivity within the External Audit team. The current External Audit Engagement Partner is David Clark, who was appointed to lead the audit in 2025. The Committee is satisfied with the performance and effectiveness of RSM as external auditor, taking into account the Committee's own assessment and feedback. The Committee has concluded that RSM displays the necessary attributes of independence and objectivity.

  The Committee confirms its compliance with the provisions of The Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014 for the

  financial year ended 31 December 2025.

  Assessment of the audit process The scope of the external audit is formally documented by the auditor. It discusses the draft plan with management before it is referred to the Committee, which reviews its

  suitability and holds further discussions with management and the auditor before final approval. The Committee has reviewed the quality of the audit plan and related reports for the 2025 audit and is satisfied with the quality of these documents.

  The Committee discussed the quality of the half-year review and audit work since RSM's appointment and considered the performance of the external auditor, taking into account feedback from various stakeholders across the business and the Committee's own assessment. The evaluation focused on: robustness of the audit process; quality of delivery; reporting; and people and services.

  The Committee reviewed the independence of the external auditor and concluded that it complies with UK regulatory and professional requirements and that its objectivity is

  not compromised.

  The Committee will conduct an audit services tender at least every 10 years to ensure that the independence of the external auditor is safeguarded. Under the audit partner rotation rules, a new External Audit Engagement partner was appointed for the year ended

  31 December 2025. Each year we assess the effectiveness of the external auditor and, subject to the Committee continuing to believe that the audit is effective, our intention would be to continue with RSM as external auditor up to and including the audit for the year ending

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  Audit and Risk Committee Report continued

  31 December 2029. Assuming this is the case then our expectation would be to run a tender process during the calendar year ended

  31 December 2029 in order to select a new auditor for the year ended 31 December 2030. When considering the appropriate time to conduct the audit tender, the Committee takes into account the benefit of an incumbent firm with deep knowledge of the Group's operations, the independence and objectivity of the appointed auditor and audit partner, and the results of the audit effectiveness

  assessment. The Committee currently believes that this approach is in the best interests of the shareholders of Alfa Financial Software Holdings PLC.

  Going concern and viability statement The Committee reviewed the updated wording of the Company's longer-term viability statement, set out on pages 52 to 53. To do this, the Committee ensured that the financial model used was consistent with the approved three-year plan and that scenario and sensitivity testing aligned clearly with the principal risks of the Company. Committee members challenged the underlying assumptions used and reviewed the results of the detailed work performed. The Committee was satisfied that the analysis supporting the viability statement had been prepared on

  an appropriate basis. The Committee also reviewed the going concern statement, set out on page 23 and confirmed its satisfaction with the testing methodology.

  Assessment of the effectiveness of the Committee

  No formal Committee effectiveness review was undertaken in 2025. During the year, the Chair undertook ongoing oversight of the Committee's performance and, based on this, considers that the Committee operated effectively. Further information is set out on pages 56 and 68.

  Focus for 2026

  In 2026, as well as the regular cycle of matters that the Committee schedules for consideration each year, the Committee will

  continue to monitor legislation and regulatory changes, including those that affect the audit market that may impact the work of the Committee as well as the new Corporate Governance Code. The Committee will also continue with oversight of internal audit activities and findings as well as monitoring the continued progressive enhancements to Alfa's systems and internal controls, including those relating to Provision 29.

  Steve Breach

  Chair, Audit and Risk Committee

  11 March 2026

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  Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 82

  
  
  Remuneration Committee Report

  Executive Directors' pay remains aligned with the wider workforce, through the consistent application of pay principles across the Group and an equitable annual pay review process.

  Adrian Chamberlain

  Chair, Remuneration Committee

  Principal activities for 2025

• Reviewed and approved remuneration for Executive Directors and CLT, including salary, benefits and variable incentives.

• Approved 2024 annual bonus outcomes based on financial and non-financial performance.

• Approved the 2025 LTIP proposal and grant.

• Approved the 2025 annual bonus framework, measures and award opportunities.

• Approved the 2024 Directors' Remuneration Report, including Gender Pay Gap and CEO pay ratio.

• Oversaw wider workforce remuneration and all-employee share plans.

Meetings held during 2025

Meetings

* Charlotte de Metz was unable to attend one meeting due to illness.

Committee composition

Dear shareholders,

On behalf of the Remuneration Committee, I am pleased to introduce the Directors' Remuneration Report for the year ended 31 December 2025.

In this Report, I have set out information on the business context and the wider

operating environment, details of executive remuneration outcomes in 2025, the key focus areas for the Committee during 2025, and the intended implementation of the Directors' Remuneration Policy for 2026.

At the end of 2025, Duncan Magrath, Chief Financial Officer, informed the Board of his intention to retire at the end of 2026. The Committee has agreed the terms of Duncan's remuneration arrangements, which are detailed in the relevant sections of this Report.

Linking remuneration to performance The current Directors' Remuneration Policy was approved at the May 2024 Annual General Meeting with 99.9% support.

Our approach to pay is designed to support the execution of Alfa's purpose. The performance measures and targets for the variable incentives are directly linked to Alfa's strategy.

During 2025, Alfa performed strongly both operationally and financially. We continued to exercise disciplined capital management this year, delivering three dividends to shareholders. This reflects the strength of our financial position and our commitment to providing consistent returns, even though we invest in initiatives to drive sustainable, long-term growth.

Further detail on our overall performance during 2025 is set out in the CEO's review on pages 6 to 9 and the CFO's Financial review on pages 20 to 23.

Our people

In 2025, the Committee reviewed remuneration and related policies across the broader workforce and confirmed that Executive Directors' pay remains aligned with the wider workforce. This alignment was maintained through the consistent application of pay principles across the Group and an equitable annual pay review process. Notably, the salary increase for Executive Directors was lower than that of the wider workforce, reinforcing the Group's commitment to fairness and proportionality in remuneration.

The Committee receives updates on the People strategy, talent and culture management from

Vicky Edwards, the Chief People Officer, which provides valuable input for decisions regarding Executive Director remuneration and that of the CLT.

The full Terms of Reference for the Committee are reviewed annually and can be found at: alfasystems.com/investors/governance.

Male Female

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Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 83

Remuneration outcomes for 2025

Salary

As explained in last year's report, for the year commencing 1 January 2025, the Committee increased Duncan Magrath and Matthew White's salaries by 3.3% and 3.6% respectively, which are well below the employee average salary increases of 8% for 2024. The salaries for the Chairman and CEO were raised to

align with the London Living Wage, and they voluntarily waived their right to receive an Annual Bonus or LTIP.

Annual bonus

As a result of Alfa's continued strong performance, the Committee approved an annual bonus outcome of 74.4% and 72.8% for Duncan Magrath and Matthew White

respectively for 2025. In reaching this decision, the Committee considered the formulaic outcome against the targets set at the start

of the year and the broader underlying performance of the Company. Consistent with the Remuneration Policy, 50% of the bonus earned by Duncan Magrath and Matthew White will be paid in cash, and the remaining 50%, after tax deductions, will be deferred into Alfa shares for three years.

2023 LTIP outturn

The LTIP awards granted on 9 April 2023 were tested to 31 December 2025. The award is equally based on growth in earnings per share (EPS) and total shareholder return (TSR). TSR over the three-year period was 62.8%, placing Alfa just below the upper quartile against its benchmark. The Group's 2025 diluted EPS of

10.14 pence justifies 53.7% vesting of this award component. As a result, a formulaic

assessment indicated that 73.6% of the award will vest in April 2026, subject to a mandatory two-year holding period. We agreed that the vesting outcome for these awards was appropriate and no discretion was needed.

Further details on the performance measures, targets and performance results are provided on page 90.

2026 - The year ahead

At the end of 2025, Duncan Magrath notified the Board of his intention to retire from his role as Chief Financial Officer at the end of 2026.

Following a thorough recruitment process, the Company was pleased to announce the appointment of Andrew Dickson as his successor, with effect from July 2026.

The Committee carefully considered Duncan Magrath's remuneration arrangements and agreed that he would be treated as a 'good leaver'. Further details of each component of Duncan Magrath's remuneration are set out in the relevant sections of this report.

The Committee also determined that Duncan Magrath would not be awarded an LTIP grant in 2026.

The remuneration arrangements for Duncan Magrath and Andrew Dickson will be aligned with the Company's Remuneration Policy and will be disclosed in full in the 2026 Directors' Remuneration Report.

Salary increase

As part of our annual review, the Committee determined that no salary increase would be awarded to the CFO and COO in 2026. This decision reflects the Committee's prudent

approach to remuneration in light of the challenging budget environment and underscores the importance of maintaining fiscal discipline while navigating the Company's financial priorities for the year ahead.

The Chairman and CEO will continue to have their salaries aligned to the London Living Wage and will receive an increase of 6.6%, marginally below the rate announced by the London Living Wage Foundation of 6.9%.

Both have also chosen to waive any variable incentive award or pension contribution for 2026. As significant shareholders, they have expressed a clear preference for their remuneration to remain closely aligned with that of other shareholders.

Annual bonus

The Committee reviewed the scheme design, operation and targets for the 2026 annual bonus. It was agreed that there would be no changes for 2026.

2026 LTIP

The Committee reviewed the LTIP opportunity for Matthew White. After a comprehensive benchmarking review, it was decided that his LTIP opportunity would increase from 100% to 150% of salary. The proposed increase aimed to recognise the significant contribution the COO makes to the delivery of the Company's operational and financial performance.

The Committee agreed that the performance conditions for the 2026 LTIP will continue to be based on EPS and TSR, with equal weighting assigned to each.

Remuneration Policy review

The current Directors' Remuneration Policy will expire at the end of its normal three-year term at the 2027 AGM. During 2026, the Committee will undertake a full review of its Remuneration Policy, in advance of putting a new policy

to shareholders.

I look forward to engaging with shareholders and their representatives to understand their views on any potential changes in approach.

A full copy of the current Remuneration Policy can be found on our website at https://www.alfasystems.com/investors and pages 106 to 113 of the 2023 Annual Report.

I will be happy to answer any questions you may have at the upcoming AGM.

Adrian Chamberlain

Chair of the Remuneration Committee

11 March 2026

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Illustrations of potential remuneration outcomes

The following charts illustrate the remuneration that could be received by each of the Executive Directors for varying levels of performance in 2026. The charts are based on the following assumptions:

Pay scenario Purpose and link to strategy

Maximum + 50% share price growth Assumes 100% payout under the annual bonus

Assumes 100% payout under the LTIP plus 50% share price growth

Maximum Assumes 100% payout under the annual bonus Assumes 100% payout under the LTIP

On-target Assumes 50% payout under the annual bonus

Assumes 25% payout under the LTIP (aligned with threshold performance)

Minimum Fixed elements of remuneration only - base salary, benefits and pension

2026 single figure outcomes

Andrew Page, Chairman (£'000)

100%

Maximum + 50% share price growth

100%

Maximum

100%

100%

Target

£30

£30

£30

Duncan Magrath, CFO (£'000)

46%

54%

Maximum + 50% share price growth

46%

54%

Maximum

63%

37%

100%

Target

£719

£719

£525

Fixed pay

£30

Fixed pay

£331

Andrew Denton, CEO (£'000)

100%

Maximum + 50% share price growth

100%

Maximum

100%

Target

100%

Fixed pay

£32

£32

£32

£32

Matthew White, COO (£'000)

24%

Maximum + 50% share price growth

28%

Maximum

52%

Target

100%

Fixed pay

Fixed Bonus LTIP

£1,143

49%

39%

£956

£519

£268

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Annual Report on Remuneration

The Annual Report on Remuneration sets out the remuneration earned in 2025 and the proposed remuneration for 2026 and will be subject to an advisory vote at the 2026 AGM. The Remuneration Policy in place for the year was approved by shareholders at the 2024 AGM, and a summary is available on pages 99 to 102.

Single figure total remuneration (audited)

The table below shows the total single figure remuneration for the Executive Directors.

£'000s

1. Benefits for Executive Directors corresponds to the taxable value of benefits receivable during the relevant financial year and principally include life assurance, travel insurance and private medical insurance.

2. Pension - Andrew Page and Andrew Denton have opted out of the pension scheme. Duncan Magrath and Matthew White receive a cash payment in lieu of a pension contribution of 6% in line with the wider workforce.

3. Annual bonus corresponds to the amount earned in respect of the relevant financial year. For the CFO and COO, the values disclosed in the table above include the gross value of the amount of bonus deferred into shares.

4. Andrew Page and Andrew Denton salaries are set to align with the London living wage.

5. The value of the 2024 LTIP figure, which relates to the 2022 LTIP has been restated using the share price at the date of vesting.

6. The 2025 figure relates to 73.6% of the 2023 LTIP awards which will vest on 9 April 2026, following the achievement of the TSR and EPS targets for the three-year period ended 31 December 2025. The value of these awards has been calculated using the three-month average share price to 31 December 2025 of 223.6p.

The following sections detail each remuneration element, including assumptions, calculations and explanations of the figures.

Base salary

In setting the base salary, the Remuneration Committee takes into account a range of internal and external factors, including performance progress against the Alfa Strategy, total shareholder returns over the year, wider workforce pay, the increasingly competitive market for talent and relevance to the FTSE 250.

Executive Directors' salary review

The Remuneration Committee conducted a review of the Executive Directors' salaries in December 2025. During this review, both the Chair, Andrew Page, and the CEO, Andrew Denton, indicated their intention to continue receiving only the legal minimum salary requirement. This decision reflects their status as significant shareholders in the Company and their desire to align their future remuneration with those of other shareholders.

In October 2025, the Living Wage Foundation announced an increase in the London Living Wage by 6.9% for 2026, resulting in an annual salary of £30,784 for a 40-hour work week. After consideration, the Committee determined that the salaries for the Chair and CEO would be rounded up to £30,800, representing a 6.6% increase from the previous year.

In December 2025, the Remuneration Committee conducted a comprehensive review of the remuneration packages for both the CFO and COO. During this assessment, the Committee recommended that no salary increases be applied to the CFO and COO for 2026. This decision reflects the Committee's prudent approach to remuneration in light of the challenging budget environment and underscores the importance of maintaining fiscal discipline while navigating the Company's financial priorities for the year ahead.

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The table below shows the salaries for the Executive Directors as at 1 January 2026 and the salary increase in comparison to base salary at 1 January 2025:

Audited Salary review

Benefits

Alfa offers a comprehensive range of financial benefits and allowances to its Executive Directors. These include travel insurance, life assurance, private medical insurance and access to the Company loan scheme. Notably, these benefits are extended on the same terms to the wider workforce.

Participation in share schemes

In addition to the above benefits, Executive Directors have the opportunity to participate in Alfa's Sharesave scheme. The Sharesave scheme is available to all employees and is provided on identical terms, reinforcing Alfa's commitment to equitable treatment of its staff.

Benefits for 2026

There are no proposed changes to the benefits provided in 2026. All existing financial benefits, allowances and participation in the share scheme will continue to be offered to Executive Directors and the wider workforce under the same terms.

Pension

Alfa offers employees access to a Self Invested Personal Pension, in which Alfa will match employee contributions up to 6% of salary. The only element of remuneration that is pensionable is basic annual salary. A cash payment in lieu of pension contributions is payable to the CFO and COO, at a rate of 6% of salary as aligned with the broader workforce.

Andrew Page and Andrew Denton have opted out of the pension scheme. The cash payment in lieu of pension contributions:

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Annual bonus

2025 Annual bonus

The 2025 annual bonus performance measures were selected to reflect the Company's annual and long-term objectives and its financial and strategic priorities, as appropriate. Performance targets are intended to be challenging, taking into account a range of reference points, including the Company's budget and third party analyst forecasts, as well as the Group's strategic priorities. Duncan Magrath and Matthew White both participated in the 2025 annual bonus (which combines a cash award and conditional deferred shares award). The Executive Chairman and CEO have waived their entitlement to a bonus for the 2025 performance year.

In respect of the annual bonus, the targets were weighted towards financial metrics, with 75% of the award measured on the revenue and operating profit of the Company. As outlined in the Remuneration Report last year, having reviewed the operation of the cash modifier over the last few years the Committee concluded that this should be removed going forwards as an explicit financial metric.

The non-financial measures for the 2025 bonus consist of three individual elements, one assessing overall employee engagement and the other assessing a number of diversity initiatives, the achievement of which was evaluated on the overall progress at year end, which have a combined weighting of 5% of total bonus opportunity. The remaining 20% is subject to achievement of individual personal objectives. Further details on performance outcomes for the non-financial measures are shown in the second table.

The following table sets out the targets, actual performance against these targets and, accordingly, the applicable payout for the 2025 annual bonus:

2025 Annual bonus outcome

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Performance against non-financial measures

The 2025 non-financial measures will continue to assess employee engagement, with the second measure assessing Alfa's progress in improving diversity throughout the organisation by reviewing our initiatives to retain, engage and develop our diverse talent, supplemented by key metrics. These two measures have a combined weighting of 5% of the total bonus opportunity.

In 2025, our average engagement rate stood at 80.5%, exceeding the threshold of 80%. This accomplishment reflects our ongoing efforts to create a positive and fulfilling work environment, which serves as a fundamental metric for our Company's sustained success and stability. Together, these metrics highlight our commitment to maintaining a consistent and engaged workforce.

Diversity initiatives

The Committee considered the equity, diversity and inclusion data and analysis presented to it in order to formulate its assessment of performance against the diversity measure for the year. The information demonstrated continued progress across a range of initiatives and metrics. Overall retention remained strong, with female retention marginally exceeding male retention for the first time. Promotion outcomes for 2025 also indicated positive trends, with a higher proportion of women promoted, particularly at junior levels. Retention and promotion data for diverse groups were examined alongside Company-wide averages to ensure any disparities were identified and addressed appropriately. The Company also undertook a detailed mapping of diversity representation and engagement levels across all business areas, providing comprehensive insight to guide future equity, diversity and inclusion priorities.

The Committee reviewed benchmarking on pay equality and regional gender pay gap differences, and noted continued investment in strengthening the talent pipeline. Key initiatives included the expansion of the mentoring programme and targeted support for the professional development of female employees, reflecting the Company's commitment to fostering an inclusive environment in which all colleagues can thrive. Following its review of the information presented, the Committee determined that 80% of the equity. Diversity and inclusion measure had been achieved, representing 2% of the overall bonus opportunity.

The Committee considered a performance assessment for the CFO and COO, showing the extent of their achievement against the individual personal strategic and operational measures agreed by the Committee. As with the financial elements of the annual bonus, the Committee was satisfied with the scale of Executive Directors' achievements this year. The personal measures described above are assessed with reference to the following objectives:

Objective Commentary on performance achieved

Duncan Magrath Investor relations • Published ARR and NRR measures

• Improved understanding of customer lifecycle and impact on subscription revenues

• Initiated US roadshows

  Finance processes and structure • Restructured team and recruited replacements for three senior finance leadership changes

• Improved internal understanding of margins by activity

• Developed 10 year strategy model

Risk management • Reviewed and enhanced risk management processes and preparatory work for implementation of Provision 29 of the Code

Achievement 77%

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Objective Commentary on performance achieved

Subscription Revenue • Streamlined our process for module launches including sales collateral, pricing and risk assessment. Grew incremental sales through selling our additional modules and subscription services

Performance against annual bonus targets

Based on the achievements listed above, the Committee agreed that the final vesting under the 2025 bonus would be 74.4% of the maximum for Duncan Magrath and 72.8% of the maximum for Matthew White. In confirming this outcome, the Committee took into consideration the broader financial and operational performance of Alfa during the year, and the strong and effective leadership demonstrated by the Executive Directors. It was determined that no adjustments were required to the formulaic outcome. In accordance with the Remuneration Policy, 50% of these bonus amounts will be paid in cash, with the remaining 50%, after deduction of tax, to be deferred into an award of Alfa shares with a minimum holding period of three years.

2026 Annual bonus

The Chairman and CEO have elected to waive their bonus opportunity. The CFO and COO will be entitled to a maximum annual bonus of 125% of salary for 2025. The following measures have been selected for the 2026 annual bonus performance year:

Each bonus measure has a target. Failure to meet a minimum percentage of the revenue and operating profit target will result in no bonus being awarded for that element. Achieving maximum target of operating profit and revenue target will result in the maximum bonus being awarded under the formula (subject to the minimum operating profit target being achieved). The ESG measure consists of two individual elements, one will assess the overall employee engagement, and the second will assess a number of diversity initiatives, the achievement of which will be evaluated on the overall progress at the end of the year. The ESG measure will have a combined weighting of 5% of total bonus opportunity.

As described earlier, the final determination is made by the Committee taking all available factors into account. The detailed bonus targets for the coming year are considered to be commercially sensitive. However, the Committee will provide an appropriate explanation of the bonus outcomes in the 2026 Directors' Remuneration Report. In accordance with the Policy, 50% of any bonus earned will be deferred into shares for a three-year holding period.

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Long-Term Incentive Plan

Long-Term Incentive Plan - awards vesting in the year

Awards granted to Executive Directors in April 2023 were subject to EPS growth and relative TSR performance over a three-year period ended 31 December 2025.

The EPS targets (applying to 50% of each award) required EPS for the year ending 31 December 2025 of 9.36 pence for 25% of that element to vest, rising to full vesting if EPS for the year ending 31 December 2025 was 11.4 pence or higher. The Group's 2025 EPS outturn of 10.14 pence warrants 53.7% vesting of this element of the award.

The TSR element (applying to 50% of each award) required the Group's three-year TSR performance to rank at median against the constituents of the FTSE Small Cap index (excluding investment trusts and the Company) for 25% of that element to vest, rising to full vesting if Alfa's TSR ranked at or above the upper quartile against the comparator group. Alfa's TSR over the period was 62.8%, which was at the 72nd percentile versus the comparator group. This outcome warrants 93.4% vesting of this element of the award.

The Committee determined, after careful consideration of business performance and the interests of Alfa's stakeholders including shareholders, customers and employees, that the formulaic outcome was appropriate. Consequently, 73.6% of the total award will vest.

Awards are scheduled to vest on 6 April 2026, and both Executive Directors' awards will be subject to a two-year holding period, after deduction of tax with a release date of 6 April 2028. Details of the awards to Executive Directors are set out in the table below:

1. The value of the award which is attributable to share price growth. Based on the share price at grant of 135.0 pence.

2. The amounts shown are indicative vesting values based on the average share price for the three-month period to 31 December 2025 of 223.6 pence. The actual value of shares to vest will be the value on 6 April 2026, when the award fully vests.

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Long-Term Incentive Plan - awards granted in the year

Share awards were made to the Executive Directors under the LTIP on 14 April 2025 equivalent to 150% of salary for the CFO and 100% of salary for the COO. The Executive Chairman and CEO have waived their entitlement to participate in the 2025 LTIP.

1. This represents the face value of the share awards.

The LTIP awards are subject to two equally weighted performance metrics:

Straight-line vesting occurs between threshold and maximum for both TSR and EPS elements of the award.

The three-year period over which performance will be measured begins on 1 January of the year the awards are granted and ends on 31 December of the third year. Any awards vesting for performance will be subject to an additional two-year holding period, during which malus and clawback provisions will continue to apply.

Duncan Magrath will be treated as a 'good leaver' under the LTIP in accordance with the plan rules. His 2025 LTIP award will be time apportioned to 67% and is expected to vest in April 2028, subject to the original performance conditions, measured over the three-year performance period. The award will remain subject to a two-year holding period, during which malus and clawback provisions will continue to apply in accordance with the plan rules.

2026 Long-Term Incentive Plan

For 2026, the Executive Chair and the CEO have elected to waive their LTIP opportunity. In addition, the current CFO, Duncan Magrath will not receive a 2026 LTIP award.

The LTIP opportunity for the COO Officer will be increased from 100% to 150% of salary, reflecting the significant contribution made to the Company's operational and financial performance. Under the Remuneration Policy, 150% of salary represents the maximum LTIP opportunity. Following vesting, awards will be subject to a two-year holding period, after which the entirety of any vested award will be released.

The Committee has approved the use of TSR and EPS as the performance measures for the 2026 LTIP, with equal weighting applied to each. The EPS targets have been set by reference to growth metrics based on the prior year's actual EPS performance.

For the TSR measure, the comparator group comprises the constituents of the FTSE 250, excluding investment trusts. Median performance over the three-year performance period will result in 25% vesting, with 100% vesting for upper-quartile performance. Threshold vesting for both TSR and EPS will be 25% of maximum, with straight-line vesting applying between threshold and maximum for each element.

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Non-Executive Directors' remuneration

The table below sets out what each Non-Executive Director was paid for the year ended 31 December 2025, relative to the previous financial year. There have been no changes to the Board or its Committees for the year ended 31 December 2025.

Non-Executive Directors' fees

The Non-Executive Director fees were agreed on appointment. Non-Executive Directors do not participate in any of the Company's share incentive arrangements, nor do they receive any benefits. Fees for Non-Executive Directors are typically reviewed annually and are set by the Chair and the Executive Directors. Following the annual review of Non-Executive Director fees, no changes are proposed for 2026. Peter George, who was appointed as a Non-Executive Director on 1 January 2026, will receive a fee of £55,000.

Fee levels for 2025 and 2026:

* There is no additional fee payable to the Chair of the Nomination Committee.

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Share interest and share awards (audited)

Shareholding requirements and the number of shares held by Directors at 31 December 2024 and at 31 December 2025 are set out in the table below:

1. Calculated using the share price of 223.6 pence (the three-month average to 31 December 2025).

2. Duncan Magrath and Matthew White elected to join the Alfa 2025 Sharesave share scheme for which an option to acquire 11,302 ordinary shares at an option exercise price of 162.8 pence per ordinary share was granted on 8 May 2025. Subject to certain conditions being satisfied, the entitlement to exercise the Sharesave option arises during the period 1 June 2028 to 31 December 2028.

3. The 2023 LTIP awards (which vest based on performance to 31 December 2025) will vest on the third anniversary of grant on 6 April 2026.

Executive shareholding

Executive Directors are required to build and hold Alfa shares of at least 200% of their annual salary to align with the long-term interests of shareholders, with a requirement to retain 50% of any share awards vesting until the 200% requirement is met.

Remuneration in context

The Committee takes into consideration the reward, incentives and conditions available to colleagues when considering the remuneration of Executive Directors and senior management. Our remuneration principles are consistent for all our employees. The key difference in our executive remuneration, compared to the approach to remuneration across our workforce, is that executive remuneration is heavily weighted towards achieving financial and strategic objectives, with elements deferred to support retention and aligned with share price performance.

Alfa's approach to remuneration

The Committee recognises the importance of understanding workforce pay and conditions when setting executive remuneration, in line with the principles of the Code. During the year, the Committee did not undertake formal consultation with employees or shareholders on executive or wider workforce remuneration. Instead, the Committee considered workforce remuneration outcomes by reviewing pay structures and increases across the Group to ensure an appropriate level of alignment.

Salaries for Executive Directors, senior managers and the wider workforce are determined by reference to the same core factors, including technical expertise, experience and individual performance. Salary increases across these populations are reviewed collectively to ensure they remain broadly aligned and reflective of market practice.