1 Introduction 1.1 This memorandum has been prepared for the directors and proposed directors (the Directors) of the Company to provide a general introduction to the principal responsibilities and obligations of a director of a company whose shares are admitted, or will be admitted, to AIM, a market operated by London Stock Exchange plc (LSE). 1.2 Once a company’s securities are admitted to trading on AIM, a company and its directors are subject to an increased layer of regulation. This includes requirements set out in the AIM Rules for Companies published by the LSE (AIM Rules), the Disclosure Guidance and Transparency Rules sourcebook (DTRs), the Prospectus Rules and the Market Abuse Regulation. 1.3 As a Director, you will be responsible (individually and collectively with your fellow Directors) for the Company's compliance with these provisions. The LSE has the power to fine or publicly censure an AIM company in the case of a breach of the AIM Rules and can suspend or cancel the admission of the Company’s securities to AIM. 1.4 It is a requirement of the

Summary The Bribery Act 2010 (BA 2010) came into force on 1 July 2011. It applies to any business incorporated or trading in the UK and covers bribery committed on its behalf anywhere in the world. It is substantially broader than previous anti-corruption legislation. BA 2010 makes it explicit that individuals are prohibited from paying or accepting bribes. There is a specific offence of bribing a foreign public official. In addition, a business commits an offence where bribery is committed on its behalf, intending to obtain or retain business, or an advantage in the conduct of business, for the organisation. It is a defence for the business to prove that it had adequate procedures designed to prevent such conduct taking place. What constitutes adequate procedures is not defined by BA 2010; it is for businesses to make their own assessment of adequacy. Guidance issued by the Ministry of Justice (MoJ) confirms we should have in place a robust and enforced policy prohibiting bribery and corruption that everyone is aware of. I therefore attach,

Introduction The Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) introduced a corporate offence of failure to prevent fraud. Generally, fraud is a crime that involves deception or theft to gain an advantage. The failure to prevent fraud offence under ECCTA 2023 captures a wide range of fraud offences committed for the benefit of our organisation (directly or indirectly) or, in specified circumstances, a client, including: — fraud by false representation — fraud by failing to disclose information — fraud by abuse of position — obtaining services dishonestly — participation in a fraudulent business — false statements by company directors — false accounting — fraudulent trading, and — cheating the public revenue Note that no benefit needs actually to be obtained. I attach, for your approval and comment, a[n updated ] [Group] fraud risk management policy. The policy, which applies to all our businesses, carries a short introduction from [insert senior management body, eg board] stressing its importance and requesting the personal commitment of all our staff to carry it into effect. It has been signed off by [insert name of relevant individual and/or team]. Responsibility Government guidance sets a clear expectation of top-level management commitment to:

Introduction The Criminal Finances Act 2017 (CFA 2017), in force in the UK since 2017, includes a corporate offence of failure to prevent the criminal facilitation of tax evasion. Tax evasion is the illegal non-payment or under-payment of taxes. It is usually perpetrated by not declaring or falsely declaring taxes due to the relevant tax authority. Tax evasion is a criminal offence. It can be committed by an individual, eg in relation to income tax or VAT or a legal entity, eg in relation to corporation tax. I attach, for your approval and comment, a[n updated ] [Group] tax evasion facilitation prevention policy. The policy, which applies to all our businesses, carries a short introduction from [insert name of relevant individual] stressing its importance and requesting the personal commitment of all our staff to carry it into effect. It has been signed off by [insert name of relevant individual and/or team]. Responsibility HMRC [and Law Society ]guidance sets

Summary Slavery and human trafficking remain major issues in world trade, despite the many dedicated efforts to prevent them. As many of you will know, our legal obligations to combat slavery and human trafficking in our business and supply chain have been substantially greater since the Modern Slavery Act 2015 (MSA 2015) came into force. I attach, for your review and approval, the draft annual slavery and human trafficking statement which the [company OR firm] is obliged to publish under MSA 2015. The statement, which applies to all our business[es], carries a short opening statement from [insert name of relevant individual] stressing that we are committed to preventing acts of modern slavery and human trafficking from occurring within our business[es] and supply chains, and that we are equally committed to imposing those same high standards on our suppliers. It will be

Financial sanctions are measures which restrict dealings in money and the provision of financial services—they can include the prohibition of funds transfers to certain countries, individuals or entities. The Sanctions and Anti-Money Laundering Act 2018 (SAMLA 2018) is the UK’s primary sanctions legislation, which defines the types of sanctions that may be imposed and the purposes for which they may be imposed. It empowers ministers to make various regulations about them, and imposes duties to ensure proper scrutiny and protection of the rights of those affected by them. Specific sanctions regulations made under SAMLA 2018 can provide for a variety of different types of sanctions measures, including financial, trade, immigration, transport, etc. Financial sanctions usually cover prohibitions on dealing with assets, or making funds or economic resources available to or for the benefit of designated persons. There can also be sectoral sanctions which prohibit and restrict specified financial and investment activities. For our business it is essential that we comply with the legislation: failure to do so could bring serious penalties for our organisation

Commercial analysis: The court considered whether a contract had been formed between the parties in relation to a contractual joint venture. Sundorne Products, trading as Potters Waste Management (Potters) and Geminor signed a Memorandum of Understanding (MoU) with respect to jointly bidding for a waste disposal contract with the Isle of Anglesey County Council (the Council). Though there had been an intention to sign a formalised consortium agreement after the MoU, there was a dispute about the consortium agreement’s terms and ultimately it was never agreed. Despite this, the parties continued to do business and to process and transport waste bales. After several months, however, a dispute arose and Potters brought a claim for breach of contract. Geminor argued that in the absence of the consortium agreement, there was never more than an ad hoc agreement between the parties, or in the alternative that breaches by Potters had entitled it to terminate the contract. The court found for Potters. His Honour Judge Hodge KC determined that there had been a contract, and that any breaches by Potters had not been serious enough to permit Geminor to terminate it. Written by Thomas Mallon, barrister at Henderson Chambers.

Company number: [insert number] [insert company name] [PLC OR LIMITED] (the Company) Purchase of own shares

Instructions to counsel.

The Crown Prosecution Service (CPS) has reported that three men have been jailed for defrauding two victims out of their pensions. Simon Hooper, Martin Kelly, and Ryan Allen, were all convicted of fraud offenses at Wood Green Crown Court. Their scam involved convincing two victims to invest in Rationale Asset Management PLC (RAM PLC), a company founded and controlled by Kelly and Hooper. From their Mayfair office in London, they falsely presented RAM PLC as a lucrative real estate company handling millions of pounds. In reality, RAM PLC was worthless, and its shares did not represent a legitimate investment opportunity. Independent financial advisor, Allen, played a crucial role in persuading the victims to transfer their pensions to RAM PLC. Following a guilty verdict, Hooper was sentenced to six years, Kelly five years and Allen four and a half years' imprisonment.

Commercial analysis: David Bridge and Alex Danchenko of CMS consider the recent Court of Appeal decision in Kulkarni v Gwent Holdings Ltd that has provided helpful guidance on the interpretation of contractual clauses allowing for termination, or the compulsory transfer of shares, for ‘material or persistent’ and/or repudiatory breaches, and whether such repudiatory breaches are necessarily incapable of being remedied. While the decision turned, for the most part, on the specific wording of the relevant clauses, any additional clarity is welcome in an area of law which is often difficult for commercial actors (and legal practitioners advising them) to get right.

This Practice Note examines the legal and practical issues for an employer to consider in relation to menopause. What menopause is Menopause is part of the natural ageing process in a woman’s life, usually occurring between the age of 45 and 55, and is medically said to have occurred when a woman’s menstrual cycle has ceased for 12 consecutive months. In the UK, the average age for a woman to reach menopause is 51. In this Practice Note, the terms ‘menopause’ and ‘menopausal’ are used to cover: • perimenopause, ie the period preceding menopause when a woman’s hormonal levels begin to change, which usually begins from around the age of 45 • menopause, and • the post-menopause period, ie the time after menopause has occurred, starting with when a woman has not had a period for a year On average, menopause symptoms last between four and eight years, but for about 10% of women they can continue for up to 12 years. Symptoms can begin during perimenopause and continue post-menopause; they do not cease simply