AIM Information

The following information is being disclosed for the purposes of Rule 26 of the AIM Rules for Companies. [This information is correct as of 13 May 2025].

Country of Incorporation: United Kingdom

Main Country of Operation: United Kingdom

Description of business: http://www.volvere.co.uk/

Management Profile: http://www.volvere.co.uk/management-profiles/

Articles of Association: click here

Link to published company documents: 

https://volvere.co.uk/downloads/

Link to notifications: http://www.volvere.co.uk/news/
 

Number of AIM securities in issue

The number of securities admitted to AIM was 6,207,074 ordinary shares with a nominal value of £0.0000001 each. The Company holds 4,003,152  shares as treasury shares. The number of shares in issue (excluding treasury shares), and the figure to be used as the denominator for calculations of interests in the Company’s voting rights, is 2,203,922 shares. [This information is correct as of 13 May 2025].

In addition to the above the company has:

(i) 4,999,994,534,696 Deferred Shares with a nominal value of £0.00000001 each. These have
not been admitted to AIM and do not hold voting rights. [This information is correct as of 13 May 2025].

Percentage of AIM Securities not in public hands

The company estimates that, insofar as it is aware, the percentage of AIM securities not in public hands is 2.05%. [This information is correct as of 13 May 2025].

Substantial Shareholdings

Directors’ Interests in Ordinary Shares

SHARE INFORMATION

The Company has not applied or agreed to have any of its securities (including its AIM securities) admitted or traded on any other exchanges or trading platforms.

There are no restrictions on the transfer of Volvere’s AIM securities.

TAKEOVER CODE

Volvere plc is subject to the UK City Code on Takeovers and Mergers. (“The Takeover Code”)

CORPORATE GOVERNANCE

The Board gives careful consideration to the principles of corporate governance as set out in the QCA Corporate Governance Code 2018 (the “QCA Code”), which sets out standards of good practice in relation to board leadership and effectiveness, remuneration, accountability and relations with shareholders. Volvere has partially adopted the 10 principles of the QCA Code, as further set out in the Corporate Governance section (available here.)

The board has established an audit committee and a remuneration committee (each comprising the non-executive director with formally delegated duties and responsibilities).

AUDIT COMMITTEE

The Audit Committee meets at least once a year. The sole member of the Committee is
David Buchler.

TERMS OF REFERENCE OF THE AUDIT COMMITTEE

OF THE BOARD OF DIRECTORS OF VOLVERE PLC

1 AUTHORITY

1.1  The Audit Committee is authorised to investigate and undertake any activity
within its terms of reference. It is authorised to seek any information it requires from
any employee or director and the Board shall direct all employees and directors to co-operate
with any request made by the Audit Committee.

1.2  If the Audit Committee considers it necessary, it is authorised to obtain appropriate
external advice to assist it in the performance of its duties and to secure the services of
outside legal or other independent professional advice. The Company shall bear the cost of
obtaining such advice or services. The Audit Committee shall inform the Finance Director
before incurring any such expense.

2  AUDIT COMMITTEE MEMBERS

2.1  The members of the Audit Committee shall be appointed by the Board and shall consist
exclusively of non-executive directors of the Company. The members of the Audit Committee
should have no personal financial interest in the matters to be reviewed and determined
(other than as shareholders), no potential conflict of interest as a result of cross
directorships, and no day to day involvement in the running of the Company.

2.2  The Chairman of the Audit Committee shall be appointed by the Board and shall be a
non-executive director.

2.3  The secretary of the Audit Committee shall be Company Secretary or such other person
as the Audit Committee may appoint.

3  MEETINGS

3.1  The Audit Committee shall meet at least once in each year, at such times and locations
as may be agreed by the members. Any member of the Audit Committee may at any time convene a meeting of the Audit Committee. If they consider that one is necessary, the Company’s auditors may at any time request a meeting of the Audit Committee and the Audit Committee shall comply with such request. The quorum for any meeting of the Audit Committee shall be one.

3.2  A representative of the Company’s auditors shall normally attend meetings of the Audit
Committee.Any other member of the Board shall have the right to attend (but not to vote at)
any meeting of the Audit Committee (subject as provided in 3.3 below).

3.3  At least once in each year, the Audit Committee shall meet with the Company’s auditors
without the presence of any executive director or employee.

4  DUTIES

4.1  The duties of the Audit Committee shall be:

(a)  to recommend auditors of the Company and consider any questions of
resignation or dismissal;

(b)  to agree the scope of the audit;

(c)  to review the results of the audit with the auditors, focusing particularly on:

(i) any changes in accounting policies and practices;

(ii)  major judgmental areas;

(iii)  significant adjustments resulting from the audit;

(iv)  the going concern assumption;

(v)  compliance with accounting standards;

(vi)  compliance with applicable stock exchange and legal requirements;

(d)  to make recommendations to the Board in connection with changes of policies
and interpretation;

(e)  to review with the auditors the application and effectiveness of financial controls
within the Company;

(f)  to review the Company’s statement on internal control systems to be included in the
annual accounts prior to endorsement by the Board;

(g)  to consider the major findings of internal investigations and management
response;

(h)  to consider all fees disclosed in the audit report and where fees are material to
request an explanation of the work undertaken, particularly where the work was
undertaken by the auditors acting in a different capacity; and

(i)  to consider any other matters the Board may request.

5  REPORTING

5.1  Before each meeting of the Audit Committee the secretary of the Audit Committee
shall circulate the agenda to all members of the Board and the Company’s auditors and,
after each meeting, shall within 14 days circulate the minutes of that meeting to all
members of the Board and the Company’s auditors.

5.2  Membership of the Committee shall be noted in the annual Directors’ Report.

5.3  The Chairman of the Audit Committee (or another member of the Audit Committee nominated by the Chairman) shall attend the Company’s annual general meeting to answer any questions which shareholders may raise in connection with the audit.

REMUNERATION COMMITTEE

The Remuneration Committee meets at least once each year. The sole member of the Committee is David Buchler.

TERMS OF REFERENCE OF THE REMUNERATION COMMITTEE

OF THE BOARD OF DIRECTORS OF VOLVERE PLC

1  AUTHORITY

1.1 The Remuneration Committee is authorised to investigate and undertake any activity
within its terms of reference. It is authorised to seek any information it requires from any
employee or director and the Board shall direct all employees and directors to co-operate with
any request made by the Remuneration Committee.

1.2  If the Remuneration Committee considers it necessary, it is authorised to obtain
appropriate external advice to assist it in the performance of its duties and to secure the
services of outside legal or other independent professional advice. The Company shall bear the
cost of obtaining such advice or services. The Remuneration Committee shall inform the Finance Director before incurring any such expense.

2  REMUNERATION COMMITTEE MEMBERS

2.1  The members of the Remuneration Committee shall be appointed by the Board and shall
consist exclusively of non-executive directors of the Company. The members of the Remuneration Committee should have no personal financial interest in the matters to be reviewed and determined (other than as shareholders), no potential conflict of interest as a result of cross directorships, and no day to day involvement in the running of the Company.

2.2 The Chairman of the Remuneration Committee shall be appointed by the Board and shall be a non-executive director.

2.3  The secretary of the Remuneration Committee shall be the Company Secretary or such other person as the Remuneration Committee may appoint.

3  MEETINGS

3.1  The Remuneration Committee shall meet at least once in each year, at such times
and locations as may be agreed by the members. Any member of the Remuneration Committee may at any time convene a meeting of the Remuneration Committee. The quorum for any meeting of the Remuneration Committee shall be one.

3.2  Subject as provided in 3.3 below, any member of the Board shall have the right
to attend (but not to vote at) any meeting of the Remuneration Committee.

3.3  No member of the Board shall participate in a meeting of the Remuneration Committee
(or during the relevant part) at which any part of his remuneration is being discussed or
participate in any recommendation or decision concerning his remuneration.

4  DUTIES

4.1 The duties of the Remuneration Committee shall be:

(a) to determine the specific remuneration of each of the directors of the Company and in so doing it shall consider all the elements of the remuneration of the directors of the Company including:

(i)  base salary;

(ii)  performance-related payments;

(iii)  discretionary payments;

(iv)  pension contributions; and

(v)  benefits in kind;

(b)  to advise on and monitor all performance-related formulae;

(c)  to administer all aspects of any discretionary share option scheme operated by the Company from time to time, including (subject always to the rules of any such scheme and any applicable legal and stock exchange requirements):

(i)  the selection of those eligible directors and employees of the Company and its subsidiary companies to whom options should be granted;

(ii)  the timing of any such grant;

(iii)  the numbers of shares over which options are to be granted;

(iv)  the exercise price at which options are to be granted; and

(v)  the impositions of any objective condition which must be complied with before any option
may be exercised;

and to constitute the option committee under such schemes;

(d)  to review on a continuing basis the Company’s policy generally in relation to executive
remuneration and the factors to be considered by it when considering specific remuneration
packages as listed at paragraph (a) above;

(e)  to review on a continuing basis the provision and performance of services under the
secondment agreement entered into by inter alia the Company and D2L Partners LLP.

(f)  to have regard, in the performance of the above duties, to the Code of Best Practice
known as the Cadbury Report on the Financial Aspects of Corporate Governance, the recommendations of the Greenbury Report on Directors’Remuneration, the recommendations of the Hampel Report on Corporate Governance, the combined Code of Principles of Good Governance and Code of Best Practice annexed to the Listing Rules of the UK Listing Authority, the Director’s Remuneration Report Regulations 2002 and any other published guidelines or recommendations regarding the remuneration of directors of companies which the Remuneration Committee considers relevant or appropriate;

(g)  to consider such other matters as may be requested by the Board.

5  REPORTING

5.1  Before each meeting of the Remuneration Committee the secretary of the Remuneration
Committee shall circulate the agenda to all members of the Board and, after each meeting, shall within 14 days circulate the minutes of that meeting to all members of the Board.

5.2  Membership of the Remuneration Committee shall be noted on the annual Directors’ Report.

5.3  The Chairman of the Remuneration Committee (or another member of the Remuneration
Committee nominated by the Chairman) shall attend the Company’s annual general meeting to answer any questions which shareholders may raise in connection with directors’ remuneration.

5.4  On a regular basis the Remuneration Committee shall actively consider the manner and
extent to which the Company meets its statutory obligations of disclosure relating to directors’
remuneration and policy in the Annual Report and Accounts