Governance Statement

Chair’s Introduction

Dear Shareholder,

As your Chairman, it is my responsibility to lead the Board effectively and to oversee the adoption, delivery and communication of the Company’s corporate governance model. Good governance facilitates robust decision making in the interests of long-term value creation whilst protecting minority interests.

My thanks go to my fellow Board members for their advice and support, and for their contributions to Board discussions during my first few months in the role.

I have been encouraged by the quality of debate, constructive challenge and decision making around the Board table. We will continue to evolve the Board agenda to facilitate increased focus on strategic matters affecting the business.

For the year ended 31 December 2025, Boku has continued to adopt the Quoted Companies Alliance Corporate Governance Code (the “QCA Code”). We recognise the importance of robust corporate governance in driving business performance and supporting the Board in facilitating timely and fully informed discussion and decision making. Accordingly, Boku continues to develop its approach to governance to ensure ongoing compliance with the QCA Code.

During the year, we conducted internal Board and Board Committee evaluations together with a Board skills analysis. This work is central to ensuring the Board has the relevant skills, experience and capabilities to execute the Group’s strategy, support future growth and inform succession planning. We have also reviewed and updated the Matters Reserved to the Board for decision to ensure the Board continues to focus on driving our growth agenda and are giving consideration to our Board Committee structure to ensure it continues to meet the needs of the business.

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 2025, 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 described in the Statement of Compliance below.

Richard Pennycook
Non-executive Chair

17 March 2026

Statement of Compliance

The QCA Code is constructed around ten broad principles.

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 Board is responsible for the overall leadership of the Company, including setting the Group’s purpose, strategy and business model to promote long-term value creation for shareholders. The Company’s purpose is to give people the freedom to buy what they want, the way they want. Its vision is to be the world’s best localised payments partner for global commerce, and its mission is to simplify global expansion for our merchants by providing seamless access to the world’s most popular payment methods. The Board maintains active oversight of the Company’s strategy and long-term direction, including through an annual Board strategy day dedicated to reviewing the Group’s strategic priorities, business model, competitive positioning and long-term growth opportunities. Outputs from this session inform the Company’s strategic planning, risk management and financial forecasting processes. The Board believes that a clear purpose, vision and mission, supported by an aligned culture and values, are fundamental to delivering sustainable long-term growth while appropriately managing risk. Further detail on the Company’s culture, values and stakeholder engagement is set out under Principles 2 and 3 below. A detailed explanation of the Company’s strategy and business model, including progress against strategic priorities, is set out in the Chief Executive Officer’s Statement and Strategic Report on pages 7 to 12.
2	Promote a corporate culture that is based on ethical values and behaviours	The Board believes that a strong and ethical culture, founded on integrity in business relationships and employee engagement, is fundamental to the delivery of the Company’s strategy and long-term success. Boku’s culture is guided by a clear set of values: (i) be customer focused (ii) operate as one (iii) know the impact and (iv) unleash ingenuity. These values define the behaviours and standards expected across the Group and support a diverse, equitable and inclusive workplace. The Company’s culture is monitored and reinforced through regular discussions at Global Leadership Team (GLT) meetings, feedback from employee engagement surveys and open Q&A sessions at ‘all-hands’ meetings. Boku is committed to fair, competitive and flexible reward structures designed to attract and retain talent, promote pay equity and ensure compliance with local and international regulatory requirements. The Company operates a zero-tolerance approach to discrimination, bribery, corruption and unethical business practices, supported by robust policies and training covering diversity, equity and inclusion, whistleblowing and anti-bribery and corruption. Additional detail on social and employee responsibilities is set out in the ESG Report on pages 54 to 55.
3	Seek to understand and meet shareholder needs and expectations.	The Board is committed to maintaining regular, open and effective communication with shareholders to ensure that the Company’s strategy and performance are clearly understood and that shareholder views inform Board decision-making. Shareholder engagement is led primarily by the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), with the Chair, Senior Independent Director (SID) and Committee Chairs involved as appropriate. This takes place through a range of channels, including the Annual General Meeting (AGM), full and half-year results announcements, Regulatory News Service updates, investor presentations and roadshows together with ad hoc meetings with analysts and institutional investors. In 2025, the Company also held a well-attended Capital Markets Event led by the CEO, focusing on the Group’s addressable market and key growth pillars. The Board receives regular market feedback from the Company’s Nominated Adviser, supporting the Directors’ understanding of shareholder views, expectations and market sentiment. Historical annual reports, investor presentations, analyst call recordings and other governance-related materials, including notices and results of general meetings, are available on the Company’s website.
4	Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long term success	The Board recognises that effective engagement with the Company’s wider stakeholder community is essential to the delivery of the Group’s strategy and long-term success. The Company maintains regular and constructive engagement with its principal stakeholders, including shareholders, employees, merchants, regulators and key business partners. This engagement supports informed decision-making and helps ensure that stakeholder perspectives are appropriately considered at both Board and management level. Shareholders: Engagement with shareholders is described under Principle 3 above. Employees: The Company promotes a supportive, inclusive and safe working environment, supported by regular communication, employee engagement surveys and initiatives focused on wellbeing, diversity, equity & inclusion, and professional development. Merchants/Customers: The Company focuses on building long-term merchant relationships by delivering secure, transparent and locally relevant payment solutions, supported by ongoing feedback and pro-active engagement. 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 Board recognises that strong relationships with regulators and key business partners, including banks and mobile network operators/ issuers are fundamental to the Group’s licence to operate, operational resilience and long-term growth. The Company maintains ongoing engagement and robust compliance frameworks to support trusted relationships and operational integrity. The Board, together with the GLT, oversees the integration of stakeholder, social and environmental considerations into the Company’s strategy and objectives. Further information on the Group’s environmental and social responsibilities is set out in the ESG Report on pages 54 to 55. Further detail on regulatory and other risks is set out in the Principal Risks and Uncertainties section on pages 18 to 24.
5	Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation	The Board, supported by the Audit Committee and with input from the GLT, retains overall responsibility for identifying, assessing and monitoring the principal risks facing the Group. The Board approves the Group’s risk management framework and risk appetite, which are designed to support the delivery of the Company’s purpose and strategy while appropriately managing both opportunities and threats. Boku continues to enhance its risk management systems and internal controls in line with the increasing scale and complexity of the Group. The Audit Committee oversees the effectiveness of the Group’s assurance arrangements, including monitoring the independence and objectivity of the external auditors. This includes the approval and ongoing review of non-audit services. Following its review during the year, the Audit Committee concluded that the external auditors remained independent. Further information on the Group’s risk management framework and principal risks is set out in the Principal Risks and Uncertainties section on pages 18 to 24. The Company’s Statement on Internal Control is included in the Directors’ Report on page 57.

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 comprises a mix of Executive and Non-Executive Directors, including an Independent Non-Executive Chair. At the year end, Independent Non-Executive Directors, including the Chair, represented 50% of the Board. The Board believes that its composition and diversity support effective challenge, constructive debate and informed decision-making, and ensure that no individual or group dominates the Board’s discussions. The roles of the Chair and the CEO are separate and clearly defined. The Chair is responsible for the leadership and effectiveness of the Board and its governance, while the CEO has responsibility for the executive management of the Group. All continuing Directors are subject to annual re-election by shareholders at the AGM. The Board meets regularly throughout the year and has established Audit and Remuneration Committees, with formally delegated responsibilities, both of which are comprised exclusively of Independent Non-Executive Directors. Further details on the composition of the Board, the independence of Directors, Committee membership and the roles and responsibilities of the Chair, CEO and SID are set out on pages 25 to 27.
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 it has an appropriate balance of skills, experience and capabilities to support the delivery of the Group’s strategy and long-term success. Directors are expected to provide constructive challenge on both strategic and operational matters. As confirmed in the Chair’s introduction, the Board is giving consideration to its Committee structure to ensure it continues to meet the needs of the business. All continuing Directors are subject to annual re-election by shareholders at the AGM. The Board keeps its effectiveness and composition under regular review, including through an internal Board skills assessment conducted during the year, to identify skills gaps and inform succession planning. The Board also reviewed and updated Matters Reserved for its decision in January 2026 to reflect best practice. Directors receive appropriate induction and ongoing training, including annual AIM Rules refresher training provided by the Company’s Nominated Adviser, together with regular governance and regulatory updates during Board meetings. The Remuneration Committee has engaged an external firm to provide advice on Executive and Non-Executive remuneration and on other aspects of the Committee’s work. Further information on individual Directors, including their backgrounds, skills and experience, is set out on pages 25 to 27.
8	Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement	The Board undertakes regular evaluation of its performance to support continuous improvement in effectiveness. As reported in the 2024 Annual Report, the Board engaged an independent external consultant to conduct the Board evaluation for 2024. Outcomes from this evaluation included the initiation of a Chair succession process, a review of the Board’s annual agenda, improvements to the quality and timeliness of Board papers, and a continued rebalancing of Board time between operational and strategic matters. For 2025, the Board evaluation was conducted internally and comprised structured questionnaires covering the Board, Audit Committee and Remuneration Committee, supplemented by one-to-one discussions between the Chair and each Director. The evaluation considered eight themes: (i) Board composition, (ii) strategy (iii) Board performance, information and decision-making (iv) talent, leadership and succession, (v) stakeholder engagement (vi) Committees (vii) risk and (viii) culture, together with priorities for future Board focus. Following completion of the evaluation process, conclusions and recommendations were shared with the Board and Committees. These were discussed by the Board and as a result, the Board agreed to changes to the cadence of Board meetings to ensure sufficient time is devoted to matters core to the delivery of the Group’s strategy, and to consider the Board Committee structure to ensure it continues to meet the needs of the business. . Directors are supported through ongoing training to maintain and develop their skills and knowledge, including annual updates on AIM Rules and regulatory developments facilitated by the Company’s Nominated Adviser.
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 the remuneration policy for Executive Directors and other members of the GLT, ensuring that it supports the Company’s purpose, strategy and culture, and promotes long-term value creation. Boku’s remuneration policy is designed to align executive rewards with the long-term performance and growth of the Company together with the interests of shareholders. A key element of this approach is the delivery of a portion of executive remuneration through long-term equity-based incentives, including Performance Restricted Stock Unit (PRSU) and, more recently, the Stretch Restricted Share Unit (SRSU) plan. These arrangements are intended to encourage sustained performance, disciplined strategic decision-making and a strong sense of accountability and ownership, reinforcing alignment between executive leadership and the long-term success of the business. With effect from 1 January 2026 the Board also agreed a Share Ownership Policy for Executive Directors and the wider GLT. Further details of the policy can be found within the Remuneration Committee Report on page 43 –53.

Build Trust

	Principle	Application
10	Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders	The Company is committed to transparent and effective communication regarding its governance arrangements and performance. Reports on the work of the Board and its Committees are set out as follows: Board: pages 25 to 27 Audit Committee: pages 39 to 42 Remuneration Committee: pages 43 to 53 Information on shareholder voting at the Company’s 2025 AGM is available on the Company’s website. The Group’s approach to engagement with shareholders and investors is described under Principle 3 above. Annual Reports, AGM notices, regulatory announcements, trading updates and other governance-related materials for 2025 and prior years are available in the Investor Relations section of the Company’s website.