(Incrprated in Bermuda Registratin N. 44512) POLICY FOR TRADING IN COMPANY SECURITIES The Cmpany is a public cmpany incrprated in Bermuda and its securities are listed n AIM. Schedule 1 t this Plicy cntains definitins f terms that are used in this Plicy. This Plicy: (a) (b) (c) sets ut the Cmpany's plicy n trading in the Cmpany's securities under varius UK crprate laws, Bermuda crprate laws and the AIM Rules; prvides an verview f the restrictins n trading in the Cmpany's securities; regulates trading in the Cmpany's securities by Restricted Persns. Restricted Persns wh wish t trade in Cmpany securities must first have regard t the AIM Rules as they deal with insider trading and all relevant statutry prvisins regulating insider trading. The freedm f the directrs and certain emplyees f the Cmpany t Deal in shares f the Cmpany is restricted by the fllwing: the requirements f AIM Rule 21; the Bermuda Cmpanies Act 1981; the prvisins relating t insider dealing in the CJA; and the prvisins relating t market abuse in the FSMA. 1. PURPOSE OF THIS POLICY The purpse f this Plicy is t: ensure that Restricted Persns adhere t high ethical and legal standards in relatin t their persnal investment in Cmpany securities; ensure that the persnal investments f Restricted Persns d nt cnflict with the interests f the Cmpany and thse f ther hlders f Cmpany securities;
preserve market cnfidence in the integrity f dealings in Cmpany securities; and ensure the reputatin f the Cmpany is maintained. 2. RESTRICTIONS ON DEALING AIM RULE 21 As the Cmpany's shares are admitted t trading n AIM, AIM Rule 21 applies t restrict the ability f Restricted Persns in Dealing in securities f the Cmpany during a Clse Perid. This Plicy is nt designed t prhibit Restricted Persns frm investing in Cmpany Securities, but des recgnise that there may be times when Restricted Persns cannt r shuld nt invest in Cmpany securities. This Plicy prvides guidance t Restricted Persns as t the times when Restricted Persns may Deal in Cmpany securities. In summary, Restricted Persns f the Cmpany must nt, whether in their wn capacity r as an agent fr anther, subscribe fr, purchase r sell, r enter int an agreement t subscribe fr, purchase r sell, any securities in the Cmpany, r prcure anther persn t d s: during a Clse Perid; r at any time when that Restricted Persn pssesses Unpublished Price Sensitive Infrmatin. Further, Restricted Persns must nt either directly r indirectly pass n this kind f infrmatin t anther persn if they knw, r ught reasnably knw, that this ther persn is likely t Deal in the securities f the Cmpany r prcure anther persn t d s. This plicy des nt cntain an exhaustive analysis f the restrictins impsed n, and the very serius legal ramificatins f, insider dealing. Restricted Persns wh wish t btain further advice in this matter, are encuraged t cntact the Cmpany Secretary. 3. DEALINGS BY THE COMPANY The Clse Perid restrictins extend t Dealings by the Cmpany in its wn shares. The Cmpany must nt purchase r redeem early any f its shares nr sell any f its treasury shares during a Clse Perid, withut clearance. 4. LIMITING ECONOMIC RISK Restricted Persns must nt enter int transactins r arrangements which perate t limit the ecnmic risk f their security hlding in the Cmpany withut first seeking and btaining written acknwledgement frm the Chair.
Executives are prhibited frm entering int transactins r arrangements which limit the ecnmic risk f participating in unvested entitlements. 5. SHORT TERM TRADING Ntwithstanding the fllwing, Restricted Persns shuld nt engage in shrt term trading f Cmpany securities. In general, the purchase f Cmpany securities with a view t resale within a 12 mnth perid and the sale f Cmpany securities with a view t repurchase within a 12 mnth perid wuld be cnsidered t be transactins f a "shrt term" nature. Hwever, the sale f shares immediately after they have been acquired thrugh the cnversin f a security (eg. exercise f an ptin) will nt be regarded as shrt term trading. 6. CLOSE PERIODS Restricted Persns must nt trade in any f the Cmpany's securities (nr trade in financial prducts issued r created ver, r in respect f the Cmpany's securities) during a Clse Perid, withut clearance. 7. TRADING OUTSIDE A CLOSE PERIOD Restricted Persns must nt trade in Cmpany Securities utside a Clsed Perid, withut btaining clearance t Deal, in accrdance with the fllwing: A directr (ther than the Chair r CEO) r Cmpany secretary must nt Deal in any Cmpany securities withut first ntifying the Chair (r a directr designated by the bard fr this purpse) and receiving clearance t Deal frm him. The Chair must nt Deal in any Cmpany securities withut first ntifying the CEO and receiving clearance t Deal frm him r, if the CEO is nt present, withut first ntifying the independent directr designated by the CEO fr that purpse and receiving clearance t Deal frm the CEO r that directr. The CEO must nt Deal in any Cmpany securities withut first ntifying the Chair and receiving clearance t Deal frm him r, if the Chair is nt present, withut first ntifying the independent directr designated by the Chair fr that purpse, and receiving clearance t Deal frm the Chair r that CEO. If the rle f Chair and CEO are cmbined, that persn must nt Deal in any Cmpany securities withut first ntifying the Bard and receiving clearance t Deal frm the Bard. Emplyees r persns discharging managerial respnsibilities (wh are nt directrs) must nt Deal in any Cmpany securities withut first ntifying the Cmpany Secretary r a designated directr and receiving clearance frm him. A respnse t a request fr clearance t Deal must be given t the Restricted Persn within 5 business days f the request being made.
The Cmpany must maintain a recrd f the respnse t any Dealing request made and f any clearance given. A cpy must be given t the Restricted Persn cncerned. A Restricted Persn given clearance t Deal must Deal within 2 business days f clearance being received. 8. TRADING INSIDE A CLOSE PERIOD Obtaining Clearance t Trade In rder t btain "clearance" fr trading during a Clsed Perid, the Restricted Persn must btain prir written clearance frm the Chair r, where the Restricted Persn is the Chair, frm the CEO (Apprver). In rder t btain written clearance the Restricted Persn must submit a written applicatin t the Apprver by fax, email r mail. Apprval f Dealing is at all times at the discretin f the Apprver, wh may refuse t give clearance t Deal as they see fit and are under n bligatin t prvide the reasns fr their refusal. In the event that a Restricted Persn applies fr clearance t trade during a Clsed Perid, the Financial Services Authrity r the Lndn Stck Exchange will be cnsulted at an early stage. Therefre the Apprver shuld cnsult the Nminated Advisr at an early stage t allw the Nminated Advisr t liaise with the Financial Services Authrity r the Lndn Stck Exchange. Trading Under Exceptinal Circumstances A Restricted Persn may request clearance t sell his r her Cmpany securities during a Clsed Perid t alleviate severe persnal hardship, r if ther exceptinal circumstances exist. The determinatin f whether a persn is in severe persnal hardship r if ther exceptinal circumstances exist is t be made by the Apprver. These exceptinal circumstances are limited t situatins where severe persnal hardship wuld therwise result t a Restricted Persn r his r her immediate relatives, such as the urgent need fr a medical peratin r t satisfy a curt rder, where n ther funds are reasnably available. 9. EXCLUDED TRADING The Cmpany recgnises that there may be trading that is apprpriately excluded frm the peratin f this Plicy under AIM Rule 21.Accrdingly, the fllwing frms f trading are t be excluded frm the peratin f this Plicy: undertakings r electins t take-up, r the take-up f, entitlements under a rights issue r ther pre-emptive ffer (including an ffer f shares in lieu f a cash dividend), r allwing such entitlements t lapse;
the sale f sufficient entitlements nil-paid t allw take up f the balance f the entitlements under a rights issue; undertakings t accept, r the acceptance f, a takever ffer; where the relevant individuals have entered int a binding cmmitment befre the Cmpany is in a Clse Perid where it was nt reasnably freseeable at the time such cmmitment was made that a Clse Perid was likely and prvided that the cmmitment was ntified at the time it was made (where binding means bligatry fr all parties t the agreement at a price agreed r which culd be bjectively determined); and in situatins f severe persnal hardship (see Sectin 8). It shuld be nted that the abve frms f trading will still be subject t the insider dealing and market abuse regimes. 10. CHANGE IN DIRECTORS' INTERESTS Directrs must disclse details f changes in securities f the Cmpany they hld (directly r indirectly) t the Cmpany Secretary as sn as reasnably pssible after the date f the change but in any event: n later than 3 business days after the change; r if yu begin t have r cease t have a substantial sharehlding r there is a change in yur substantial hlding, the business day after the change. The Cmpany Secretary is t maintain a register f ntificatins and acknwledgements given in relatin t trading in the Cmpany s securities. The Cmpany Secretary must reprt all ntificatins f Dealings in the Cmpany's securities t the next bard meeting f the Cmpany. This Plicy als applies t the Cmpany's related entities. 11. INSIDER DEALING AND MARKET ABUSE The fllwing cnstitutes basic infrmatin regarding the insider dealing and market abuse regimes. Restricted Persns wh wish t btain further advice in this matter are encuraged t cntact the Cmpany Secretary. Insider Dealing Insider dealing is the practice f dealing in a cmpany's securities (ie. shares r ptins) by a persn with sme cnnectin with a cmpany (eg. an emplyee) in pssessin f infrmatin generally nt available t the public, but may be relevant t the value f the cmpany's securities r may influence a persn's decisin t transact in the cmpany's securities. It may als include the passing n f this infrmatin t anther.
Market Abuse Behaviur will cnstitute market abuse if it satisfies ne r mre f the fllwing cnditins: it invlves dealing r attempting t deal n the basis f inside infrmatin; it invlves the imprper disclsure f inside infrmatin; it is likely t give a false f misleading impressin; r it is likely t distrt the market. It is als an ffence t require r encurage smene else t engage in behaviur which, if engage in by the persn requiring r encuraging, wuld have amunted t market abuse. Prhibitin AIM is a prescribed market fr the purpses f the market abuse and insider dealing regimes under the FMSA and the CJA. Therefre, the Cmpany s shares and behaviur in respect f thse shares is caught by the market abuse and insider dealing regimes. If an individual r the Cmpany itself are in pssessin f Unpublished Price Sensitive Infrmatin, any dealings in the Cmpany s shares may result in a civil r criminal market abuse r insider dealing ffence, which carries severe penalties, including imprisnment. 12. BREACH OF THE TRADING POLICY Cmpliance with this Plicy is mandatry fr all emplyees f the Cmpany. Any breach f this plicy may give rise t disciplinary actin including terminatin f emplyment. SUMMARY OF POLICY The Bard has adpted a plicy and prcedure n dealing in the Cmpany s securities by Restricted Persns which prhibits Dealing in the Cmpany s securities when thse persns pssess inside r Unpublished Price Sensitive Infrmatin. The Plicy als includes a Clse Perid within which Restricted Persns are prhibited frm Dealing. In additin, the Plicy utlines the prcedure by which Restricted Persns may apply fr prir written clearance t trade during a Clse Perid.
SCHEDULE 1 AIM means the AIM market f the Lndn Stck Exchange. Applicable Emplyees means any emplyee f the Cmpany, its parent undertaking r any member f the grup, wh has access t Unpublished Price Sensitive Infrmatin. Sme emplyees are likely t be Applicable Emplyees at all times. Hwever the status f emplyees, as Applicable Emplyees r nt, is nt static and will change depending n what is happening t the Cmpany at any given time. The status f a relevant Applicable Emplyee will nt be determined by reference t the emplyee s emplyment status but by the level f knwledge f Unpublished Price Sensitive Infrmatin which that persn pssesses. Clse Perid means any f the fllwing: the perid f tw mnths preceding the publicatin f the Cmpany s annual results (r, if shrter, the perid frm its financial year end t the time f publicatin); the perid f tw mnths immediately preceding the ntificatin f its half-yearly reprt (r, if shrter, the perid frm the relevant financial perid end up t and including the time f the Ntificatin); the perid f ne mnth immediately preceding the ntificatin f its quarterly results (r, if shrter, the perid frm the relevant financial perid end up t and including the time f the Ntificatin); any ther perid when the Cmpany is in pssessin f Unpublished Price Sensitive Infrmatin; r any time it has becme reasnably prbable that such infrmatin will be required by the AIM Rules t be Ntified. CJA means the Criminal Justice Act 1993. Cnnected Persns means a spuse r partner, child under 18 years, any trust in which the directr, fficer r emplyee is a trustee r beneficiary r any cmpany ver which they have cntrl f mre than 20% f its equity r vting rights in general meeting. Deal and Dealing means: any change whatsever t the hlding f the Cmpany s shares by a Restricted Persn, including: any sale r purchase, r any agreement fr the sale r purchase f such shares; the grant t, r acceptance by such a persn f any ptin relating t such shares r f any ther right r bligatin, present r future, cnditinal r uncnditinal, t acquire r dispse f any such shares;
the acquisitin, dispsal, exercise r discharge f, r any dealing with, any such ptin, right r bligatin in respect f such shares; deals between directrs and/r applicable emplyees f the Cmpany; ff-market deals; transfers fr n cnsideratin; and any shares taken int r ut f treasury; and the acquisitin, dispsal r discharge (whether in whle r in part) f a related financial prduct referenced t the Cmpany s shares in which the hlder is a Restricted Persn. Hwever, Dealing des nt include: undertakings r electins t take-up, r the take-up f, entitlements under a rights issue r ther pre-emptive ffer (including an ffer f shares in lieu f a cash dividend), r allwing such entitlements t lapse; the sale f sufficient entitlements nil-paid t allw take up f the balance f the entitlements under a rights issue; and undertakings t accept, r the acceptance f, a takever ffer. FSMA means the Financial Services and Markets Act 2000. Ntify, Ntified and Ntificatin, means the delivery f an annuncement t a regulatry infrmatin service, which has been apprved by the Lndn Stck Exchange plc., fr distributin t the public. Restricted Persns means directrs, fficers, persns discharging managerial respnsibilities and Applicable Emplyees. In additin, references t Restricted Persns includes all Cnnected Persns f the Restricted Persns. Unpublished Price Sensitive Infrmatin means infrmatin which: relates t the Cmpany s shares r t the Cmpany rather than securities r issues in general; is specific r precise; has nt been made public; and if it were made public wuld be likely t have a significant effect n the price r value f the Cmpany s shares.