Governance

Tremco CPG UK Limited

SECTION 172(1) STATEMENT

The Companies (Miscellaneous Reporting) Regulations 2018 require Directors to explain how they consideredthe interests of key stakeholders and the broader matters set out in section 172(1) (A) to (F) of the CompaniesAct 2006 (‘S172’) when performing their duty to promote the success of the Company under S172.

This S172 statement, explains how the Directors: a) have engaged with employees, suppliers, customers andothers; and b) have had regard to employee interests, the need to foster the company’s business relationshipswith suppliers, customers and others, and the effect of that, on the principal decisions taken by the company during the financial year.

The S172 statement focuses on matters of strategic importance to the company, and the level of informationdisclosed is consistent with the size and the complexity of the business.

General confirmation of directors’ duties

The  board has a framework for determining the matters within its remit and certain financial and strategicthresholds have been determined to identify matters requiring board consideration and approval. When makingdecisions, each director ensures that he/she acts in the way he/she considers, in good faith and that would most likely promote the company’s success for the benefit of its shareholders, and in doing so have regard (among other matters) to:

2(1) (A) “The likely consequences of any decision in the long term”

The  company is  part  of  RPM  International Inc.  (“RPM”) group  of  companies,  which  is  a  global  group  ofcompanies, the ultimate parent of which is listed on the New York Stock Exchange, and all of the company’sshares are held internally within the RPM group. The company has adopted the RPM Code of Conduct, TheValues  and  Expectations  of  168,  which  encourages  the  RPM  core  principles  of  integrity,  commitment,responsible entrepreneurship and moral courage are the cornerstone for each decision made in the short or longterm. The directors understand the business and the evolving environment in which it operates, including therelated risks and challenges. Based on the company’s purpose to be the leading intumescent coatings providerfor  the protection of steel structures and fire stopping solutions to construction movement joints, gaps andservice penetrations, the strategy set by the board includes continued strengthening of the company’s position asa leading supplier of Intumescent coatings while keeping the core principles, safety and social responsibilityfundamental to day-to-day business operations.

S172(1) (B) “The interests of the company’s employees”

The directors recognise that employees are fundamental and instrumental to the success of the business whichis dependent on attracting, retaining, and motivating a diverse group of talented and qualified employees. Withthe intent of ensuring that it remains a responsible employer (including with respect to pay, benefits, health andsafety and the workplace environment), the directors factor the implications of decisions on employees whererelevant and feasible. Employee engagement, organisational culture and attracting and retaining talent is key tothe  business,  as  is  compliance with  applicable employment legislation. Employee satisfaction is  measuredthrough employee  surveys,  the  results of  which  are  reviewed in  detail  and  appropriately addressed whenrequired. A one to one/appraisal program is also part of the company's culture. The company also holds regularmeetings  with  specific  departments  to  ensure  that  key  business  decisions  are  communicated  effectively,resulting in positive feedback from employees and regularly posts announcements through the company intranetpage; for example new starter introductions, department structure changes and company social events.

The company respects human rights and employment law, without exception. The board of directors’ respectshuman rights in strict accordance with the European Convention on Human Rights (ECHR). We reject all formsof forced or compulsory labour. Equally, we are opposed to all forms of child labour. The minimum age foradmission to  employment shall be as  set  out  in the  respective national legislation or  collective bargainingagreements -  provided these comply with the Minimum Age Convention adopted by the International LabourOrganisation (ILO).

The  company  promotes  equal  opportunities  and  equal  treatment  of  employees,  rejecting  all  forms  ofdiscrimination or any ground whatsoever, e.g. race, ethnic origin, gender, religion, political or other opinion,disability,  age  or  sexual  identity.  The  company  recruits  and  promotes  employees  solely  on  the  basis  of professional qualifications and performance.

S172(1) (C) “The need to foster the company’s business relationships with suppliers, customers and others”

Deploying  the  company’s strategy requires  strong  and  mutually beneficial relationships  with  suppliers andcustomers. The company seeks the promotion and application of sound corporate governance principles in suchrelationships, which are prescribed in standards such as the Company’s Code of Conduct, Supplier Code ofConduct, Distributors and Applicators Code of Conduct and Modern Slavery requirements.

The company assesses its customer base to ensure compliance with applicable laws in relation to the sales ofits products, including those related to corruption.

Moreover,  the  directors  receive  information  updates  on  a  variety  of  topics  that  indicate  and  inform  howcustomers and suppliers have been vetted and engaged. These can range from information regarding contractmanagement, business strategies, projects, and investments.

The board puts an emphasis on fostering business relationships with key stakeholders such as customers, suppliers and distributors and takes pride in the building and nurturing of these relationships through regular communication and responsiveness.   Through the use of social media platforms and enhancements to the company website, the business has been able to engage with its customers, suppliers and local communities about changes in the industry, business development and new products. For example, the social media platform,Linkedln is used to issue key company updates, introduce new product lines and provide updates regarding the construction industry as a whole.

S172(1) (D) “The impact of the company’s operations on the community and the environment”

In conducting our business, the company seeks to minimise waste, reduce our impact on the environment andreduce the use of energy and resources and is accredited to ISO14001 Environmental Management Systemsand regularly reports on safety and environmental performance matters to the board and the RPM group. Thecompany  aims  to  meet  the  demand  for  its  products  and  services  in  ways  which  are   economically,environmentally and socially responsible.

The company intends to reduce the negative impact to the environment through its production processes and working practices. For example, health, safety, and environmental preservation are incorporated into the design requirements  for  company products  and  company packaging is  designed to  minimise waste  and  material handling problems. The business is committed to responsible corporate citizenship through our continuing efforts to ensure that our products and operations reflect the best available designs and practices to prevent adverse impact on the health and safety of our customers and associates and on the environment.

S172(1) (E) “The desirability of the company maintaining a reputation for high standards of business conduct”

The board periodically reviews and approves business conduct frameworks, such as standards of conduct,policies and procedures related thereto, and ensures personnel participate in training covering topics regardinghealth and safety, bribery and corruption, data protection, cyber security and modern slavery. All personnel haveaccess to the RPM Compliance Hotline, as well as the RPM reporting platform through which any compliance orethics issues can be discussed or reported. The company also performs due diligence before entering into newsupplier or distributor agreements. These measures help to ensure high standards of business conduct aremaintained. Alongside the above, business conduct is also maintained through the HR department whereby allemployees are required to complete training on the company code of conduct ‘168’ and also regularly completeonline tutorials for safeguarding against fraud, IT threats etc.

S172(1) (F) “The need to act fairly as between shareholders of the company”

After weighing up all relevant factors, the directors consider which course of action best enables delivery of thecompany’s strategy through the long-term, taking into consideration the impact on the company’s stakeholders.

Principal decisions

Below we outline some of the principal decisions made by the Board over the year, explain how the directors have  engaged with,  or  in  relation to,  the  different key shareholders and  how  shareholders’ interests wereconsidered as part of the decision-making process.

In 2025, we took over the Tankersley facility from USL. During the year, the site manufactured Pitchmasticproducts, which were sold back to USL. In Q4, preparations began to transition the site for 2026, focusing onselling Nudura products. Production of Pitchmastic subsequently returned to USL. Approximately 50% of the rentcosts were incurred, with a small portion of labour costs recovered through Pitchmastic production.

In 2025, we purchased the building in Coventry that had previously been rented as our main R&D centre.

The partial transfer of Carboline production to our sister company in Spain has resulted in a 30% reduction inproduction of this line in Wigan.

This report was approved by the board and signed on its behalf.

Sarah Rose Brown
Director

Date 16 February 2026