Last remaining independent NED backs Resolutions

Serious questions were raised on the management of the Company and the Chairman’s leadership of the Board and there has now been a complete breakdown of corporate governance.

Following the request to hold the General Meeting, two of the three independent non-executive directors (aside from the Chairman) resigned from the Board, leaving the Board comprising the Chairman, CEO, CFO and the last remaining independent non-executive-director, Charles Valceschini.

The Board had resolved that the Chairman and Mr Valeschini were conflicted in terms of the proposed resolutions. Therefore as the Circular points out, the only Directors left to vote on the Resolutions were the executives (being the CEO and the CFO). This is highly irregular and suggests the Chairman does not have the support of the non-executives that he has been leading – none of whom have backed him.

Shareholders must also focus on the statement made around the voting intentions of Charles Valceschini

“Charles Valceschini is the only Director who would vote for the Resolutions in respect of his own beneficial holdings but he holds not ordinary shares.”

The last remaining non-executive director (who was recently appointed following an independent process run by a professional recruitment agency) has indicated he is IN FAVOUR of the Resolutions. This should speak volumes to the shareholders.

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