Governance Statement

Chair’s Introduction

Dear Shareholder,

As Chair of the Board, it is my responsibility to lead the Board effectively and to oversee the adoption, delivery and communication of the Company’s corporate governance model. To properly fulfil my role, it is important that I continue to collaborate closely with my Board colleagues, providing guidance support and constructive challenge to the executives, ensuring that the Board retains a laser like focus on the Group’s Purpose, Strategy, and Culture as well as the successful delivery of the strategic plan it has approved. This is never more important when faced with a change in the executive leadership team as has been the case over the latest financial year.

I would like to personally thank our Chief Executive Officer Stuart Neal and our Chief Financial Officer Rob Whittick for the great strides they continue to make in driving the business forward during a year of continued growth and for personally setting a great example in how they demonstrate the Group’s ethical values and behaviours in the way they do business.

For the year ended 31 December 2024, Boku has adopted the updated Quoted Companies Alliance Corporate Governance Code (the “QCA Code”). Recognising the importance of robust corporate governance as a tool to help deliver business performance and to help support the Board in facilitating timely and fully informed discussion and decision making, Boku will work to ensure compliance with the updated QCA Code. Ahead of its due date we have adopted the recommended practice of submitting all directors for annual election by shareholders at the AGM. The following section summarises how Boku has applied the principles of the QCA Code over the past year and outlines how the Board and its committees operated in 2024, enabling our shareholders to evaluate our compliance with the QCA Code. We have also signposted different parts of the Annual Report where you can find more information.

Boku remains committed to ensuring effective governance is in place to deliver its strategy in line with its core values as highlighted in the Statement of Compliance below.

Richard Hargreaves
Non-executive Chair

18 March 2025

Statement of Compliance

Application of the QCA Corporate Governance Code

Deliver Growth

	Principle	Application
1	Establish a purpose, strategy and business model that promotes long-term value for shareholders	The Company has clearly articulated its purpose which is to create one platform to unify the world of local payments, to give people the freedom to buy what they want, the way they want. Its vision is to become the world’s best localised payment partner for global commerce. Its mission is to simplify global expansion for merchants by providing seamless access to the world’s popular payment methods. These are guided by our values: Be Customer focused: We build long-term relationships, acting as a trusted and proactive partner while aligning the needs of the customer with the strategic goals of the Company. Operate as one: We embrace different viewpoints and challenge one another; communicate openly with integrity, and always assume positive intent, recognising that our collective success is rooted in teamwork. Know the impact; We take nimble, data-driven decisions and are accountable for our actions, ensuring they contribute positively to our mission and vision, and Unleash ingenuity: We actively seek the most effective solution, challenge existing norms and engage in informed risk-taking to deliver results, reinforcing the spirit of curiosity, agility and creativity that makes us industry leaders. Together, the Purpose, Vision, Mission and Values are designed to support the delivery of long-term sustainable growth. More details on stakeholder engagement are set out in principle 3 below. The Company’s operating guidelines are clear and impactful: plan deliberately, operate with excellence, focus on quality and build for scalability. An explanation of the Company’s business model and strategy, including key challenges in their execution (and how those will be addressed) is included within the principal risk and uncertainties on pages 17 to 25. With support from the Global Leadership Team (GLT), the Chief Executive Officer leads Boku’s daily operations and strategic direction. They develop and propose the Group’s business plan and strategy to the Board and oversee its execution upon approval. The Board of Directors reviews and challenges the Group’s business plan, strategy and performance, ensuring that appropriate decisions are being made and that each promotes long-term value for shareholders. This Corporate Governance Report includes further information about Boku’s Board of Directors and the role of its committees.
2	Promote a corporate culture that is based on ethical values and behaviours	Having the right culture at Boku is vital for underpinning our strategy. Acting ethically and with integrity in our business relationships and in our relationships with our employees is key to our success. The Board firmly believes this culture lies at the heart of and underpins Boku’s success. As such, cultivating a diverse, equitable, and inclusive workplace is essential to who we are and what we stand for. Boku’s culture is monitored in a number of ways, including regular discussions during global leadership meetings, insights from employee surveys and Q&A sessions at monthly all hands meetings. Boku is committed to offering competitive, fair, and flexible reward packages that attract and retain talented employees. These packages are tailored to individual skills and performance within a globally scalable framework, ensuring compliance with both local and international legal requirements. The company emphasises pay, equity and fairness across all regions. Boku enforces a zero-tolerance policy against discrimination, bribery, corruption, and unethical business practices. We foster a culture of ethics and inclusivity through policies and training in recruitment diversity, equity, inclusion, whistleblowing, and anti-bribery. An outline of the corporate culture promoted by the Board is set out on Boku’s website in the section headed “Our Values” More information in relation to diversity, equity and inclusion at Boku is described in the ESG Report.
3	Seek to understand and meet shareholder needs and expectations.	The Board is committed to regular, open and effective communication with shareholders to ensure that the Company’s strategy and performance are clearly understood and the views of shareholders are taken into account in Board decision making. The Board engages with shareholders through various channels and events, including the annual general meeting, updates to shareholders via its full and half-yearly reporting together with business and other updates through the regulatory news service, institutional and retail investor presentations and investor roadshows, which provide an opportunity for shareholders to engage directly with the GLT and the Board. Historical annual reports, recordings of analyst calls and other governance-related materials, including notices and results of general meetings, are available on the Investor Relations section of the Boku website. The main day-to-day engagement with shareholders is carried out by the Chief Executive Officer and Chief Financial Officer and, from time to time, by the Chair, Remuneration or Audit Chair where required. During the year, meetings with analysts and institutional shareholders typically take place immediately after the results announcements, supplemented by additional ad hoc meetings and calls at other times. The Board encourages shareholders to participate at the Annual General Meeting, where board members and the global leadership team are present and available to answer questions from shareholders. During the year, the Company held an extraordinary general meeting for shareholders to consider and approve a Stretch Restricted Share Unit Plan (the “SRSU”). During the development of the SRSU, the Company consulted and engaged with several key stakeholders, including external legal advisors and a remuneration consultant, to ensure that the shareholders’ needs were also considered under the proposals. Following consultation with shareholders, the SRSU was successfully adopted by the Company’s shareholders at the extraordinary general meeting on 11 September 2024. Regular market reports are prepared by the Company’s Nominated Advisor and are provided to the Board for consideration and discussion to ensure that the Directors have a clear understanding of shareholders’ views and expectations. The Board believes that they have successfully engaged with the Company’s shareholders in the past and will continue to do so going forward.
4	Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long term success	The Company recognises the importance of engaging with its wider stakeholder community and addressing its social responsibilities as integral elements of achieving long-term success. The Company is committed to fostering sustainable practices, building strong relationships with stakeholders, and contributing positively to the wider community in which it operates. The Company maintains regular and open communication with its key stakeholders, including shareholders, employees, merchants, carriers and regulatory bodies. This dialogue ensures that stakeholder perspectives are understood and integrated into the Company’s decision-making processes. • Shareholders: see Principle 3 above. • Employees: The Company prioritises employee engagement and well-being, offering opportunities for professional growth, maintaining a diverse and inclusive workplace, and ensuring we meet all relevant health and safety standards applicable to the jurisdictions in which we operate. To gather employee feedback, the Company conducts an annual employee engagement survey, the results of which are analysed, actioned as necessary, and reviewed regularly to ensure continuous improvement. • Customers: The Company’s solutions are designed with the customer in mind, ensuring security, transparency, and convenience in all transactions. Feedback mechanisms are in place to continuously improve services. Our team of in-market experts help our customers navigate local market requirements to champion the best outcomes for our customer’s program. • Regulators and Business Partners: The Company is committed to full compliance with all applicable legal and regulatory standards, ensuring operational integrity and accountability. By adhering to these standards, the Company builds trust with regulators and business partners alike, laying the foundation for trusted relationships. Additionally, the Company actively engages with business partners and adapts to evolving industry requirements, fostering long-term, strategic partnerships. Boku understands its role as a global corporate citizen and takes proactive steps to contribute to employees’ well-being by creating a supportive and engaging work environment focusing on mental, physical, and social health. Our approach to the Group’s environmental and social responsibilities are described in the ESG Report on pages 55 to 59. The Company’s board of directors and the GLT oversee the integration of stakeholder and social responsibility considerations into the Company’s strategic objectives. Deep dive reviews are conducted to ensure alignment with long-term goals and adherence to best practices in corporate governance. Through its commitment to addressing wider stakeholder and social responsibilities, the Company aims to create sustainable value for all stakeholders, enhance its reputation, and ensure the resilience and longevity of the business.
5	Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation	The Board, with the guidance and support of Boku’s GLT, retains overall responsibility for identifying the major business risks faced by the Group by setting both the framework and risk appetite of the Group, in line with best practice. Our risk management framework, including internal controls, assurance activities and approach to risk, is summarised on pages 18 to 24 of our annual report.

Maintain a Dynamic Management Framework

	Principle	Application
6	Establish and maintain the Board as a well-functioning, balanced team led by the Chair	The Board has an appropriate balance between executive and Non-Executive Directors and consists of: i. an Independent Non-Executive Chair (Richard Hargreaves) ii. two Executive Directors: the Chief Executive Officer (Stuart Neal) and the Chief Financial Officer (Robert Whittick) iii. three additional Independent Non-Executive Directors (Charlotta Ginman (Senior Independent Director), Meriel Lenfestey and Loren I. Shuster) iv. and two Non-Executive Directors (Mark Britto and Jon Prideaux). The Board has sufficient members to ensure the appropriate balance of skills and experience to effectively operate and control the business and to ensure that its discussions and decision making is in no way dominated by one individual or group of individuals. The Board believes that its levels of diversity in all its forms are conducive to effective Board discussion and decision making. The roles of the Chair and the Chief Executive Officer are separate, with their roles and responsibilities clearly defined. The Chair’s main responsibility is the leadership and management of the Board and its governance. He meets regularly and separately with the Executive and Non-Executive Directors to discuss matters relevant to the Board. The roles and responsibilities of the Chair, Chief Executive and any other Directors are set out on pages 39 to 40. The Board holds at least six regular meetings per year. It has established an Audit Committee and a Remuneration Committee with formally delegated duties and responsibilities, as set out in their terms of reference. Both Executive Directors are full time employees. Non-Executive Directors are required to devote sufficient time to prepare for and attend regular Board meetings, any ad hoc Board sessions, their Committee duties and other stakeholder engagement. Further details of the current Directors and a note of those who are considered to be independent are set out on pages 35 to 36 of our annual report.
7	Maintain appropriate governance structures and ensure that, individually and collectively, Directors have the necessary up-to-date experience, skills and capabilities	The Board is satisfied that its Directors have an effective and appropriate balance of skills, experience and specific strengths to contribute to our success. All Directors are encouraged to constructively challenge all matters, both strategic and operational. Due to the current size of the Group, the Board still considers a formal permanent Nominations Committee is not required. Any decisions relating to appointments to the Board will be a matter for the consideration of the whole Board, although from time to time sub-committees may be established to consider specific Board transition or succession planning in line with the established processes for the establishment of ad hoc Committees to consider specific issues when the need arises. Following the publication of the updated QCA Code, the Board agreed that each director would stand for election at each annual general meeting. Shareholders approved this at the last annual general meeting on 22 May 2024. Information relating to Directors, including their background and experience, can be found on pages 25 to 28 of our annual report. Collectively, our team has all the necessary skills and experience to carry out the Group’s strategy and business model effectively. The Directors keep their skills up to date through appropriate training, including an annual refresher training on the AIM rules provided by the Nominated Advisor as well as receiving regular updates on relevant corporate governance matters during Board meetings. The Chair or the Senior Independent Director is available to speak with shareholders concerning the corporate governance of the Company. Charlotta Ginman assumed this role on 1 February 2024. The Company Secretary is responsible for advising the Board on governance matters and ensuring that decisions of the Board in relation to governance matters are implemented. The Remuneration Committee has engaged an external firm to provide advice on the Executive and Non-Executive compensation.
8	Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement	The Board engaged an external independent board evaluation consultant to conduct the annual board evaluation process for 2024. The evaluation findings recognised the commitment of the Board and executive team to drive sustained improvement in the Board and executive team’s effectiveness, governance and performance. The evaluation also highlighted the need to continue its development in certain key focus areas, including executive reporting to the Board, developing the Board agenda to balance between operational and strategic discussion, building on the existing strategy foundations and capability and continuing to further strengthen the internal control framework. The Board evaluation process included the completion of a questionnaire, one-to-one interviews with each Director, Company Secretary and each member of the GLT, a review of past Board and Board committee meeting materials and observation of board meetings by the independent consultant. Following completion of the Board evaluation survey, the Board held several sessions to review the findings and considered matters such as how to improve meeting materials, the continuing development of the internal controls framework and matters pertaining to Board succession planning. Appropriate training is available to all Directors to develop their knowledge and skills to ensure they stay up to date on specific matters for which they have responsibility.
9	Establish a remuneration policy that is supportive of long-term value creation and the company’s purpose, strategy and culture.	The Remuneration Committee is responsible for setting and overseeing a remuneration policy for Executive Directors and other members of the GLT that aligns with Boku’s culture and strategic objectives. Boku’s remuneration policy is designed to support the Company’s purpose and foster a culture of sustainable success by prioritising long-term value creation. A key element of this approach is the alignment of executive rewards with the long-term growth of the Company and the interests of its shareholders. This is achieved through a portion of executive compensation being delivered in the form of performance restricted stock units (PRSUs) and more recently, with the adoption of a Stretch Restricted Share Unit Plan (SRSU). This structure incentivises executives to focus on sustained performance and strategic decision-making that drives shareholder value over time. Furthermore, it reflects Boku’s cultural commitment to accountability and ownership, as executives are encouraged to align their personal interests with the Company’s success. Ultimately, this alignment reinforces a shared vision across the organisation, fostering a culture of responsibility, collaboration, and growth.

Build Trust

	Principle	Application
10	Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders	Reports on the work of the Board and its committees are set out as follows in the annual report: • Board: pages 35 to 36 • Audit Committee: pages 39 to 42 • Remuneration Committee: pages 43 to 51 Information about shareholder voting at the Company’s 2024 annual general meeting and extraordinary general meeting can be found on Boku’s website. The Group’s approach to investor and shareholder engagement is described under Principle 2 above. Annual Reports, Annual General Meeting notices, regulatory announcements, trading updates and other governance related materials for 2024 and previous years are available from the Company’s website.