AIM Rule 26

The following information is provided in accordance with Rule 26 of the AIM Rules for Companies.

Business Description
For a description of Zoltav’s business please see Overview.

Directors’ names and biographies
For information on Zoltav’s directors please see Board & Senior Management.

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

Audit Committee
The Audit Committee comprises Stephen Lowden and John Grimshaw with Michael Lombardi as chairman and meets up to three times a year. The Audit Committee is responsible for ensuring that Zoltav’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 Zoltav 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 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.

Remuneration Committee
The Remuneration Committee comprises John Grimshaw and Michael Lombardi, with Stephen Lowden 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 is determined by the directors with due regard to the interests of the shareholders and the performance of Zoltav. The Remuneration Committee also makes recommendations to the Board concerning the allocation of share options to employees.

Nomination Committee
The Nomination Committee comprises Michael Lombardi and Stephen Lowden, with Stephen Lowden as chairman and meets once a year. The Nomination Committee leads the process for Board appointments and identifying and recommending candidates for appointment to the Board.

Nominated and key advisers
For information on Zoltav’s advisers please see Secretary & Advisers.

Country of incorporation
Zoltav Resources Inc. is incorporated in the Cayman Islands under the Companies Law (2007 Revision) of the Cayman Islands, with registered number 130605, and shareholders' rights may therefore be different from those in relation to a company that is incorporated in the UK.

Main country of operation
Russian Federation.

Current constitutional documents
To download Zoltav’s Memorandum and Articles of Association please click here.

Other exchanges or trading platforms
Zoltav Resources Inc. is listed on the AIM market of the London Stock Exchange. The company is not listed on any other exchange or trading platform.

The number of AIM securities in issue
For information on the number of securities in issue please see Shareholder Information.

Significant shareholders
For information on significant shareholders please see Major Shareholders.

Restrictions on the transfer of AIM securities
There are no restrictions on the transfer of AIM securities.

Shares not in public hands
For information on the number of securities not in public hands please see Shareholder Information.

Financial reports
To access Zoltav’s financial reports please see Financial Reports & Presentations.

Announcements and notifications
To access Zoltav’s regulatory announcements please see Announcements.

AIM Admission Document and shareholder circulars
To access Zoltav’s AIM Admission Document and circulars to shareholders within the past 12 months please see Shareholder Circulars.