Governance

The Directors and the Proposed Directors support high standards of corporate governance and confirm that, following Admission, the New Board intends to comply with the provisions of the QCA Guidelines so far as is reasonably practicable and appropriate taking into account the Company's size.

An audit committee, comprising David Hickey and Alex Scott-Barrett, will operate with effect from Admission. The audit committee will determine the application of the financial reporting and internal control principles, including reviewing the effectiveness of the Enlarged Group's financial reporting, internal control and risk management procedures and the scope, quality and results of the external audit. The audit committee is to be chaired by David Hickey and will meet at least twice a year.

A remuneration committee, comprising Alex Scott-Barrett and David Hickey, will operate with effect from Admission. It will review the performance of the executive directors and will set their remuneration, determine the payment of bonuses to executive directors and consider bonus and option grants. No member of the New Board will be permitted to participate in discussions or decisions concerning his own 12 remuneration. The remuneration committee is to be chaired by Alex Scott-Barrett and will meet at least twice a year.