Corporate Governance Statement

1

Establish a strategy and business model which promote long-term value for shareholders

OBD’s strategy and business objectives are underpinned by the Group’s values: Innovative, Pioneering, Achieving Excellence, Diverse, Professional. The Group’s strategy and business model are set out in the Strategic report in the most recent Annual Report.

OBD’s approach to risk management, as well as key risks and their mitigation, is shown in the Strategic report in the most recent Annual Report. The Directors’ obligation under s172(1) to consider the long-term consequences of their decisions is also addressed in more detail in the Annual Report.

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2

Seek to understand and meet shareholder needs and expectations

The Board engages with the Company’s shareholders throughout the year and reports formally to them when its full-year and half-year results are published.

The Board ensured that all shareholders had the opportunity to take part in the Group’s October 2022 fundraising, by operating an open offer as well as a placing. In the August 2023 and March 2024 fundraisings, an offer through the PrimaryBid platform extended this opportunity to all UK-based investors, whether or not they were already shareholders in the Company.

The Executive Directors and Chairman seek to understand the needs and expectations of shareholders, primarily through online and in-person meetings. Individual meetings are generally held with institutional or significant shareholders and analysts. All shareholders can attend and ask questions at webinar presentations advertised on the Group’s website and at annual and other general meetings.

The Non-Executive Directors may be contacted by shareholders who wish to raise matters with them, and the Chairman and other Non-Executive Directors will attend meetings with institutional investors and analysts as required. Investors may contact the Company directly by emailing investor relations.

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3

Take into account wider stakeholder and social responsibilities and their implications for long-term success

The Board recognizes that it is responsible for considering the needs of a wide range of stakeholders in the decisions it takes, including the Company’s shareholders and employees, its customers and suppliers and the communities in which the Group operates.

In particular, as noted in the s172(1) statement in the Annual Report, the Group’s customers comprise several groups including doctors, payors, healthcare systems, researchers and, importantly, patients – all with specific requirements and areas of focus.

As noted in the Strategic report and s172(1) statement, the Group seeks to follow best practice by:

• Treating all stakeholders fairly;
• Developing and launching reliable, high quality products;
• Communicating openly and honestly all information relevant to shareholders and stakeholders;
• Providing safe, secure and healthy working conditions for all employees;
• Promoting equality, diversity and inclusion; and
• Observing the laws and regulations of each country in which it operates.

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4

Embed effective risk management, considering both opportunities and threats, throughout the organisation

The Board has implemented what it considers to be a sensible approach to risk management for a company of OBD’s size. The Group’s approach to risk management, including the maintenance of risk registers, is outlined in the Strategic report in the Annual Report.

The Board maintains a corporate risk register, considering ‘macro’ risks faced by the business and determining appropriate responses to these risks. This is regularly reviewed and updated. The Group also follows detailed prescribed risk assessment and management processes for its ISO-and CLIA-certified facilities and activities.

The Group has implemented a system of internal controls which include:

• Direct management of the day-to-day activities of the Group by the Executive Directors;
• Clearly defined lines of responsibility and delegated authority;
• A comprehensive system for consolidating financial results from Group companies and reporting these to the Board each month;
• Annual revenue, cost, and capital budgets, which are reported against and reviewed regularly during the year;
• Financial control policies and procedures including hierarchical dual authorization of purchases and payments and segregation of duties;
• Detailed, computerised quality and project management systems;
• Internal audits of ISO-certified activities; and
• Audit Committee approval of audit plans and published financial information, review of reports from the external Auditor arising from the audit and consideration of the Group’s approach to financial risk management.

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5

Maintain the board as a well-functioning, balanced team led by the chair

The Board, led by the Chairman, is responsible to the shareholders and sets the Group’s strategy for achieving long-term success. It is ultimately responsible for the management, governance, controls, risk management, direction and performance of the Group.

More information on the composition of the Board and meeting attendance and the management of Board activities is provided in the Annual Report.

All the Directors have appropriate skills and experience for the roles they perform at OBD, including as members of Board Committees.

Directors are subject to re-election at least every three years.

The Company is satisfied that the current Board is sufficiently resourced to discharge its governance obligations on behalf of all stakeholders and will consider the requirement for additional Non-Executive Directors as the Company fulfils its growth objectives.

All of the Non-Executive Directors offer robust challenge and support to the Executive Directors and are committed to representing the interests of all shareholders. At present, our judgement is that we have two independent Non-Executive Directors, Matthew Wakefield and David Holbrook.

This is because:

• Stephen Diggle represents a significant shareholder (the Vulpes Life Sciences and Testudo Funds)

6

Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

The Nomination Committee is responsible for identifying and assessing the suitability of candidates to fill vacancies on the Board, and also for assessing the appropriateness of the size and composition of the Board as the Group develops.

Directors’ skills and experience and the processes in place to ensure the Board maintains appropriate capabilities are set out in the Annual Report.

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7

Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

The Board initiated its most recent evaluation process in late 2023. This review drew on the outcomes of the previous evaluation process, completed during the prior year, in order to identify any areas for improvement in how the Board performs as a whole.

The performance of individual executive directors is reviewed by the Remuneration Committee, with more details provided in the most recent Annual Report and accounts.

The Nomination Committee is responsible for succession planning of the executive leadership team and makes recommendations to the Board for the re-appointment of any Non-Executive Directors if and when necessary. Succession planning is reviewed on an ongoing basis alongside the capability of the senior management and Directors.

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8

Promote a corporate culture that is based on ethical values and behaviours

Each member of the Board acknowledges that the maintenance of an organizational culture of ethical values and behaviour is set ‘from the top down’. The Directors seek to promote and support such values and behaviour in the way they lead the Group as a whole.

The Group’s employee handbook, which is read by all employees as part of their induction, sets out in detail the Group’s values and ethical policies, including its anti-bribery, standards of business conduct, whistleblowing, equal opportunities, recruitment, health and safety, training, grievance, share dealing and other policies.

The Strategic report and s172(1) statement in the Annual Report provide further detail on the policies in place to promote and support ethical behaviour and the Group’s values, and how these align with the Group’s objectives, strategy and business model.

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9

Maintain governance structures and processes that are fit for purpose and support good decision-making by the board

The governance structure of the Board and its subcommittees, their terms of reference and matters for which they are responsible and the governance responsibilities of directors who undertake specific roles are shown in more detail here.

As the Company’s shares are admitted to trading on AIM, the Company’s nominated advisor also provides advice and guidance to the Directors on all aspects of the AIM Rules, ensuing that they are aware of their continuing responsibilities and obligations. The Board takes these responsibilities seriously and welcomes the input of the nomad and other professional advisors on matters of governance.

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10

Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

The Directors typically meet or communicate with institutional shareholders during the year as required. Shareholders are encouraged to attend webinars (advertised on the Company’s website) on the release of preliminary and interim results as well as the annual general meeting (and any other general meetings) at which the Group’s activities are considered and questions answered.

General information about the Group is also available on this website, which includes overviews of the activities of the Group as well as all recent Company announcements. The Non-Executive Directors are available to discuss any matter stakeholders might wish to raise, and the Chairman and the Independent Non-Executive Directors will attend meetings with investors and analysts as required.

Dialogue with other stakeholders (including employees, customers, suppliers and regulatory and governmental bodies) is maintained through various formal and informal means, principally by Executive Directors and Senior Management Team members.

Results of shareholder votes are made public on this website after the meetings concerned. None of the resolutions proposed at any of the annual general meetings held by the Company to date had a significant proportion (more than 20%) of votes cast against them.

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