CORPORATE GOVERNANCE

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A sound corporate governance is quintessential to the existence of a company and the interest of the Shareholder. In all material respects the Board will comply to the main principle of the UK Corporate Governance Code and it unequivocally adopts the model code for Directors’ dealings contain within the UKLA’s Listing Rules.

As the size of the company is very small, there will be exceptions to the UK Corporate Governance Code in the relation to the following:

Given the composition of the Board, certain provisions of the UK Corporate Governance Code (in particular the provisions relating to the division of responsibilities between the Chairman and chief executive and executive compensation), are considered by the Board to be inapplicable to the Company. In addition, the Company does not comply with the requirements of the UK Corporate Governance Code in relation to the requirement to have a senior independent director and the Board’s committees will not, at the outset, have three independent non-executive directors.

The UK Corporate Governance Code also recommends the submission of all directors for re-election at annual intervals. No Director will be required to submit for re-election until the first annual general meeting of the Company following the acquisition of a business or project (the “Acquisition”).Post-Acquisition, the Board will then put in place nomination, remuneration, audit and risk committees.