by Nadeem Akhtar, Managing Director, Tavistock Law

1. Listing on Alternative Investment Market (AIM) and PLUS market . Nadeem Akhtar LL.B (Hons) – Partner, Tavistock Law

2. Overview of AIM Membership open to companies from all sectors and from all over the world No restrictions on the size of the company or its specific activities No restrictions on the number of shareholders No strict trading record requirements Admission Documents not pre-vetted by UK Listing Authority

3. Overview of AIM (ctd..) Nominated Broker & Nominated Adviser required at all times Reduced level of regulation and fewer continuing obligations (responsibility lies with the Nominated Adviser) No minimum market capitalisation

4. Key Requirements for AIM Nominated Adviser (Nomad) Must Appoint and retain a NOMAD at all times Will advise on suitability to AIM Is the company’s point of contact with the London Stock Exchange Will confirm to the London Stock Exchange that all rules & regulations of admission to AIM have been complied with and that the company continues its obligations after admission Nominated Broker Must appoint and retain a broker at all times Broker will work with company to generate market interest in the company If fund raising then Broker will identify suitable investors, assist in initial roadshow and/or additional fund raising and provide ongoing research on the Company A broker must be a securities house which is a member of the London Stock Exchange

5. Key Requirments (ctd..) General rule – there must be no restrictions in the free transferability of shares Company must prepare an Admission Document – includes information on the company and its activities, directors and management & historical financial information. This document is made available to all prospective investors Company must pay an initial admission fee and then an ongoing annual fee

6. Admission Team for Aim Nomad Broker Reporting Accountants – they will carry out a detailed enquiry into the company’s financial results and produce a report setting out the relevant information about the business and assets of the company. Legal Advisers – will a)advise on the legal aspects of the floatation process including any measures that need to be taken to make the company suitable for listing; b) undertake a legal due diligence exercise as part of the process to establish suitability; c) advise on director’s obligations; d) undertake a verification exercise in relation to the contents of the admission document; e) advise on the terms of any fund-raising agreement; and f) advise on any ancillary documents e.g. nomad and broker agreements, 10 day announcement, placing letters . PR consultants – in order to create the most effective message to the public regarding the company and the listing on AIM Technical Experts/Specialist Advisers – these may be required to provide a specialist report on its assets and reserve base (for example in respect of a mining company a competent persons report is now a requirement of the AIM rules

7. Cost of joining AIM Nominated Adviser and Broker - £75,000 - £250,000 plus an ongoing annual retainer fee of approximately £25,000 - £35,000 Reporting Accountants - £50,000 - £70,000 Lawyers - 50,000 - £100,000 depending on level of due diligence and other additional matters to be dealt with. PR consultants (if raising funds) - £10,000 - £15,000 Printing - £5,000 - £10,000 In addition to the above there will be a. broker’s commissions of between 3% to 6% on any funds raised; and b. £4000 admission fee (which is thereafter charged on annual basis)

8. Overview of PLUS Membership open to companies from countries from all around the world. Disclosure based market dedicated to small and medium companies. Cost effective execution possibilities in London shares. Very low compliance cost.

9. Over view of PLUS (ctd) Two options to enter the PLUS market – PLUS-listed market and PLUS quoted market. Trading increased in PLUS even in the downturn.

10. Key Requirements for PLUS Proven Business plan or track record. Need to demonstrate appropriate level of corporate governance. Need to have at least one independent non executive director. Appoint and retain a PLUS Corporate advisor at all times. Should have published audited reports for no more than nine months prior to the date of admission to trading.

11. Key requirements (ctd..) Have adequate working capital Have no restriction on the transferability of shares. Have the shares eligible for electronic settlement.

12. Admission Team for PLUS PLUS Corporate Advisor Reporting Accountants – they will carry out a detailed enquiry into the company’s financial results and produce a report setting out the relevant information about the business and assets of the company. Legal Advisers – will a)advise on the legal aspects of the floatation process including any measures that need be taken to make the company suitable for listing; b) undertake a legal due diligence exercise as part of the process to establish suitability; c) advise on director’s obligations; d) undertake a verification exercise in relation to the contents of the admission document; e) advise on the terms of any fund-raising agreement; and f) advise on any ancillary documents e.g. advisor agreements, g) often fulfils two roles of both acting on behalf of the company and on behalf of the corporate advisor. PR consultants – in order to create the most effective message to the public regarding the company and the listing on PLUS

13. Cost of joining PLUS Plus Corporate Advisor - £10,000 - £15000 Reporting Accountant - up to £10,000 Lawyers - £15,000 depending on level of due diligence and other additional matters to be dealt with. PR consultants (if raising funds) - £ 10,000 Total of no more than £50000.

14. Timescale On average takes 3 months Dependent on type of company, speed and accuracy of information provided for inclusion in the Admission Document, the amount of due diligence required and the ease of verification.

15. Company’s Continuing Obligations Retain a NOMAD and Broker at all times (not required for PLUS). Publish price sensitive information without delay Produce and file half yearly reports within 3 months of the period to which they relate Produce annual financial statements within 6 months of the end of the finanacial year to which they relate

16. Our experience Our team works in partnership with its clients and advisers on initial public offerings, takeovers, acquisitions and disposals, regulatory compliance and all other aspects of corporate law for listed companies Our team has experience advising public companies and has an established network of professional advisers who specialise in advising AIM companies In addition to AIM, and PLUS Markets listings we also assist in full London Stock Exchange listings

17. Further Information If you think AIM or PLUS is the right market for your company or clients or if you require further information in respect of the information set out in this presentation, please contact us, we would be pleased to assist you and your company in respect of its listing and beyond Contact:- Nadeem Akhtar - +44 (0) 845 2606034 Email: nadeem.akhtar@tavistocklaw.com