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Investor Relations

Governance and Committees

Although the UK Corporate Governance Code is not compulsory for companies whose shares are admitted to trading on Nasdaq First North, the Board intends to apply the principles of this UK Corporate Governance Code following Admission as far as practicable and appropriate for a relatively small public company as follows: The Board, which comprises a Non-Executive Chairman, and the other two Non-Executive Directors and one Executive Director, will meet regularly to consider strategy, performance, approval of major capital projects and the framework of internal controls. To enable the Board to discharge its duties, all Directors will receive appropriate and timely information. Briefing papers will be distributed to all Directors in advance of Board meetings. All Directors have access to the advice and services of the Company Secretary, who is responsible for ensuring that the Board procedures are followed and that applicable rules and regulations are complied with. The appointment and removal of the Company Secretary is a matter for the Board as a whole. In addition, procedures are in place to enable the Directors to obtain independent professional advice in the furtherance of their duties, if necessary, at the Company’s expense. It should be noted that on Admission: Fulvio Frigerio, one of the non-executive directors, will be interested in 1,967,000 shares in the Company, comprising 15.1 per cent. of the enlarged share capital; Hans Ruedi Grob, one of the non-executive directors, will be interested in 2,234,950 shares in the Company, comprising 17.2 per cent. of the enlarged share capital; Andreas Wolf, one of the non-executive directors, will be interested in 490,750 shares in the Company, comprising 3.8 per cent. of the enlarged share capital; Maria Tirendi, executive director, will be interested in 1,616,750 shares in the Company, comprising 12.4 per cent. of the enlarged share capital. Directors are subject to retirement by rotation and re-election by the Shareholders at annual general meetings of the Company, as required by the Company’s Articles, and any Director appointed by the Board shall hold office only until the next annual general meeting and shall then be eligible for election. Committees of the Board Four Committees of the Board have been set up in anticipation of Admission, each of which will be chaired by Fulvio Firgerio and will comprise the other two independent Non-Executive Directors, Hans Ruedi Grob and Andreas Wolf, and one Executive Director, Maria Tirendi. Audit Committee This Committee will have primary responsibility for monitoring the quality of internal controls ensuring that the financial performance of the Company is properly measured and reported on and reviewing reports from the Company’s auditors relating to the Company’s accounting and internal controls, in all cases having due regard to the interests of Shareholders. The Audit Committee will meet at least four times a year at appropriate intervals in the financial reporting and audit cycle and otherwise as required. Remuneration Committee This Committee will set the remuneration policy for all Executive Directors and review the performance of the Executive Directors and determine their terms and conditions of service, including their remuneration and pension rights and the grant of options, having due regard to the interests of Shareholders. The Remuneration Committee will meet at least twice a year and at such other times as may be required. Nomination Committee This Committee will regularly review the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and make recommendations to the Board with regard to any changes and give full consideration to succession planning for directors and other senior executives in the course of its work, taking into account the challenges and opportunities facing the Company and the skills and expertise needed on the Board in the future. The Nomination Committee will meet annually and as required. Risk Committee This Committee will consider all matters referred to the Committee by executives responsible for health, safety and risk management and any of its members. The Risk Committee will meet at least four times a year and at appropriate intervals and such other times as the Board and/or chairman of the Committee shall require. The Company is dedicated to good corporate governance and recognises the importance of social responsibility. Share Dealings The Company has adopted a code for dealings in shares by its Board and employees which is appropriate for a company whose shares are admitted to trading on Nasdaq First North. The Board will comply with this code and with the Market Rules relating to directors’ dealings and will, in addition, take all reasonable steps to ensure compliance by the Group’s applicable employees. London, 8 June 2017 TR SoftRay PLC Fulvio Frigerio Maria Tirendi Chairman Member of the Board

Governance and Committees

Although the UK Corporate Governance Code is not compulsory for companies whose shares are admitted to trading on Nasdaq First North, the Board intends to apply the principles of this UK Corporate Governance Code following Admission as far as practicable and appropriate for a relatively small public company as follows: The Board, which comprises a Non-Executive Chairman, and the other two Non-Executive Directors and one Executive Director, will meet regularly to consider strategy, performance, approval of major capital projects and the framework of internal controls. To enable the Board to discharge its duties, all Directors will receive appropriate and timely information. Briefing papers will be distributed to all Directors in advance of Board meetings. All Directors have access to the advice and services of the Company Secretary, who is responsible for ensuring that the Board procedures are followed and that applicable rules and regulations are complied with. The appointment and removal of the Company Secretary is a matter for the Board as a whole. In addition, procedures are in place to enable the Directors to obtain independent professional advice in the furtherance of their duties, if necessary, at the Company’s expense. It should be noted that on Admission: Fulvio Frigerio, one of the non-executive directors, will be interested in 1,967,000 shares in the Company, comprising 15.1 per cent. of the enlarged share capital; Hans Ruedi Grob, one of the non-executive directors, will be interested in 2,234,950 shares in the Company, comprising 17.2 per cent. of the enlarged share capital; Andreas Wolf, one of the non-executive directors, will be interested in 490,750 shares in the Company, comprising 3.8 per cent. of the enlarged share capital; Maria Tirendi, executive director, will be interested in 1,616,750 shares in the Company, comprising 12.4 per cent. of the enlarged share capital. Directors are subject to retirement by rotation and re-election by the Shareholders at annual general meetings of the Company, as required by the Company’s Articles, and any Director appointed by the Board shall hold office only until the next annual general meeting and shall then be eligible for election. Committees of the Board Four Committees of the Board have been set up in anticipation of Admission, each of which will be chaired by Fulvio Firgerio and will comprise the other two independent Non- Executive Directors, Hans Ruedi Grob and Andreas Wolf, and one Executive Director, Maria Tirendi. Audit Committee This Committee will have primary responsibility for monitoring the quality of internal controls ensuring that the financial performance of the Company is properly measured and reported on and reviewing reports from the Company’s auditors relating to the Company’s accounting and internal controls, in all cases having due regard to the interests of Shareholders. The Audit Committee will meet at least four times a year at appropriate intervals in the financial reporting and audit cycle and otherwise as required. Remuneration Committee This Committee will set the remuneration policy for all Executive Directors and review the performance of the Executive Directors and determine their terms and conditions of service, including their remuneration and pension rights and the grant of options, having due regard to the interests of Shareholders. The Remuneration Committee will meet at least twice a year and at such other times as may be required. Nomination Committee This Committee will regularly review the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and make recommendations to the Board with regard to any changes and give full consideration to succession planning for directors and other senior executives in the course of its work, taking into account the challenges and opportunities facing the Company and the skills and expertise needed on the Board in the future. The Nomination Committee will meet annually and as required. Risk Committee This Committee will consider all matters referred to the Committee by executives responsible for health, safety and risk management and any of its members. The Risk Committee will meet at least four times a year and at appropriate intervals and such other times as the Board and/or chairman of the Committee shall require. The Company is dedicated to good corporate governance and recognises the importance of social responsibility. Share Dealings The Company has adopted a code for dealings in shares by its Board and employees which is appropriate for a company whose shares are admitted to trading on Nasdaq First North. The Board will comply with this code and with the Market Rules relating to directors’ dealings and will, in addition, take all reasonable steps to ensure compliance by the Group’s applicable employees. London, 8 June 2017 TR SoftRay PLC Fulvio Frigerio Maria Tirendi Chairman Member of the Board