As a company with a Standard Listing, the Company is not required to comply with the provisions of the UK Corporate Governance Code.  However, in the interests of observing best practice on corporate governance, the Company intends to comply with the provisions of the UK Corporate Governance Code insofar as is appropriate having regard to the size and nature of the Company and the size and composition of the Board, except that:

·         given the size of the Board and the Company’s current non-operational status, certain provisions of the UK Corporate Governance Code (in particular the provisions relating to the composition of the Board and the division of responsibilities between the Chairman and chief executive and executive compensation), are not being complied with by the Company as the Board considers these provisions to be inapplicable to the Company;

·          until an Acquisition is made the Company will not have separate audit and risk, nomination or remuneration committees.  The Board as a whole will instead review audit and risk matters, as well as the Board’s size, structure and composition and the scale and structure of the Directors’ fees, taking into account the interests of Shareholders and the performance of the Company, and will take responsibility for the appointment of auditors and payment of their audit fee, monitor and review the integrity of the Company’s financial statements and take responsibility for any formal announcements on the Company’s financial performance.  Following the completion of an Acquisition, the Board intends to put in place audit and risk, nomination and remuneration committees;

·         the UK Corporate Governance Code recommends the submission of all directors for re-election at regular intervals.  None of the Directors will be required to be submitted for re-election until the first annual general meeting of the Company following an Acquisition.  Claudio Morandi was appointed and reappointed by resolutions of the Shareholders passed on 20 January 2016 and 3 July 2020 respectively and Andrew Holland was appointed by resolutions of the Shareholders passed on 3 July 2020, and therefore, under the Articles and CA 2006, will not be required to submit themselves for re-election at the next annual general meeting of the Company; and

·         the Board does not comply with the provision of the UK Corporate Governance Code that at least half of the Board, excluding the Chairman, should comprise non-executive directors determined by the Board to be independent.  In addition, the Company has not appointed a senior independent director.  The Company intends to appoint additional independent non-executive directors following the Acquisition so that the Board complies with these provisions.

The Company will not seek Shareholder approval at a general meeting in respect of an Acquisition, unless required to do so for the purposes of facilitating the financing arrangements or for other legal or regulatory reasons.