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AIM RULE 26

The following information is provided in accordance with Rule 26 of the AIM Rules for Companies; and was last updated on 23 May 2017.

Business Description

For a description of Zoltav’s business please click here.

Directors’ names and biographies

For information on Zoltav’s directors please click here.

Corporate Governance

There is no mandatory corporate governance regime in the Cayman Islands with which the Company must comply. However, the Board recognises the importance of sound corporate governance and, as such, takes into consideration the main provisions of the UK Corporate Governance Code insofar as they are appropriate given Zoltav’s present size and stage of development. Zoltav also takes into consideration the recommendations on corporate governance of the Quoted Companies Alliance for companies with shares traded on AIM.

Committees

The Directors have established an Audit Committee and a Nomination and Remuneration Committee with formally delegated duties and responsibilities.

Audit Committee

The Audit Committee comprises Alexander Gorodetsky and Lea Verny (as chairman) and meets up to three times a year. The Audit Committee is responsible for ensuring that the Group’s financial performance is properly monitored, controlled and reported. The Audit Committee is responsible for the scope and effectiveness of the external audit, the work of the internal audit function and compliance by the Group with statutory and regulatory requirements.

The Audit Committee also advises the Board on the appointment of the external auditors, reviews their fees and the audit plan. It also approves the external auditors’ terms of engagement, their remuneration and any non-audit work.

The Audit Committee also meets the Company’s auditors and reviews reports from the auditors relating to accounts and internal control systems. The Audit Committee meets with the auditors as and when the Audit Committee requires.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises Lea Verny and Alexander Gorodetsky (as chairman) and meets once a year. It sets and reviews the scale and structure of the executive directors’ remuneration packages, including share options and the terms of their service contracts. The remuneration and terms and conditions of the non-executive directors are determined by the directors with due regard to the interests of the shareholders and the performance of the group. The Nomination and Remuneration Committee also makes recommendations to the board concerning the allocation of share options to employees.

The Nomination and Remuneration Committee leads the process for board appointments and identifying and recommending candidates for appointment to the board. It also develops and reviews the group’s approach to governance practices, makes recommendations to the board on establishing appropriate policies and practices as well as reviewing structure, size and composition of the board (including the balance of executive and non-executive directors). The Nomination and Remuneration Committee also considers all matters relating to directors’ conflicts of interest with the company and is authorised to investigate any activity within its terms of reference and seek information from any employee, director, or service provider to the Company.