Corporate Governance Statement

The Board currently comprises five Directors, who collectively have extensive experience and a proven track record in investment, corporate finance and business acquisition, operation and development and are well placed to implement the Company’s business objective and strategy. Any further appointments to the Board would be made after due consideration to the Company’s requirements and to the availability of candidates with the requisite skills and, where applicable, depth of sector experience. The Company will not be externally managed and the Board will have full responsibility for its activities. Details of the Directors can be found in the Board and Leadership section.

As a company with a Standard Listing, the Company is not required to comply with the provisions of the Corporate Governance Code the ”Code”). However, in order to observe best corporate governance practice, the Company intends to comply with specific provisions of the Code insofar as it is appropriate when considering the size and nature of the Company and the composition of the Board, except that:

– Given the size of the Board and the Company’s current non-operational status, certain provisions of the 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 Company has not appointed a senior independent director.

The Board is responsible for the Company’s objectives and business strategy and its overall supervision. Acquisition, divestment and other strategic decisions will all be considered and determined by the Board. The Board will provide leadership within a framework of appropriate and effective controls. The Board will set up, operate and monitor the corporate governance values of the Company, and will have overall responsibility for setting the Company’s strategic aims, defining the business objective, managing the financial and operational resources of the Company and reviewing the performance of the officers and management of the Company’s business both prior to and following an acquisition. The Board will take appropriate steps to ensure that the Company complies with Listing Principles 1 and 2 as set out in Chapter 7 of the Listing Rules.