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Corporate Governance & Committees

The Directors recognise the importance of sound corporate governance and the guidelines set out in the UK Corporate Governance Code (the Code). Whilst AIM companies are not obliged to comply with the Code, the Directors do intend to comply with the QCA Code so far as is appropriate having regard to the size and development of the Company and in consultation with the Company’s Nominated Adviser from time to time.

The Company has two independent non-executive Directors. The Board retains full and effective control over the Company. The Company intends to hold regular quarterly Board meetings at which financial and other reports will be considered and, where appropriate, voted on. Apart from regular meetings, additional meetings will be arranged when necessary to review strategy, planning, operational and financial performance, risk, capital expenditure and human resource and environmental management. The Board is also responsible for monitoring the activities of the executive management.

The Directors have established an audit committee, a nominations committee and a remuneration committee with formally delegated duties and responsibilities to operate with effect from Admission.

The audit committee, will comprise Ian Mattioli and Martin Robinson, with Martin Robinson acting as Chairman, will determine and examine any matters relating to the financial affairs of the Group including the terms of engagement of the Group’s auditors and, in consultation with the auditors, the scope of the audit. In addition it will consider the financial performance, position and prospects of the Group and ensure they are properly monitored and reported on.

The nominations committee, which will initially comprise Martin Robinson and Ian Mattioli with Ian Mattioli acting as Chairman, will review the composition and efficacy of the Board and where appropriate recommend nominees as new directors to the Board.

The remuneration committee, which will initially comprise Martin Robinson and Ian Mattioli, with Ian Mattioli acting as Chairman, will review the performance of the executive Directors and set their remuneration, determine the payment of bonuses to the executive Directors and consider the Group’s bonus and incentive arrangements for employees.

The Directors will comply with Rule 21 of the AIM Rules for Companies relating to Directors’ dealings and will take all reasonable steps to ensure compliance by the Group’s applicable employees.

The Company has adopted and will operate a share dealing code for Directors and Group employees in accordance with the AIM Rules for Companies.