AIM Rule 26

The following information is disclosed in accordance with Rule 26 of the AIM Rules which govern companies listed on the London Stock Exchange’s AIM market.

Last reviewed: July 2023

For a description of our business click here.

To read our directors’ biographies click here.

The Board is collectively responsible for promoting the success of XLMedia by directing and supervising policy and strategy and is responsible to shareholders for the Company’s financial and operational performance and risk management.

As an AIM-listed company working within highly regulated markets, our Board recognises the importance of applying sound and consistent governance principles appropriate to the nature, scale and business of the Company and the need to apply best practices wherever possible to help manage risk within the business. Our Board is committed to upholding high standards of corporate governance throughout the Group. Our Board acknowledges its role in setting the culture, values and ethics of the Group and in ensuring good corporate governance principles are maintained for the long-term benefit of the Group.

In line with the requirement in the AIM rules requiring all AIM-quoted companies to adopt and comply with a recognised corporate governance code and detail how they comply with that code, the Board has formally adopted the QCA Corporate Governance Code (the Code) and reports annually on the Company’s compliance with the Code and any exceptions.

The Code is constructed around ten key governance principles that the QCA has identified as focusing on the pursuit of medium- to long-term value for shareholders. We have set out in the report below how we apply the ten principles of the Code, using the disclosures indicated by the Code. The Board believes that the Group complies with the principles of the Code as far as possible and has explained below where it does not comply.

The Board will continue to monitor how the Code is interpreted in practice to ensure we can continue to comply with the principles of the Code as far as possible.

For more information on our Corporate Governance click here.

XLMedia Plc is incorporated in Jersey (Registered Number 114467).

The Company’s registered office is at IFC 5 St. Helier Jersey JE1 1ST and the head office and principal place of business is at 25 Wilton Road, London, England, SW1V 1LW.

The Company is subject to the City Code on Takeovers and Mergers.

Please note that the Company has, through its Articles of Association, elected to be treated as a UK-issuing company. Accordingly, significant shareholdings should be disclosed at 3%.

The rights of shareholders may differ to those of a UK incorporated company.

To view the Articles of Association click here.

The Takeover Code applies to the Company. Under Rule 9 of the Takeover Code, any person who acquires an interest in shares which, taken together with shares in which that person or any person acting in concert with that person is interested, carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code is normally required to make an offer to all the remaining shareholders to acquire their shares.

Similarly, when any person, together with persons acting in concert with that person, is interested in shares which in the aggregate carry not less than 30 per cent. of the voting rights of such a company but does not hold shares carrying more than 50 per cent. of the voting rights of the company, an offer will normally be required if any further interests in shares carrying voting rights are acquired by such person or any person acting in concert with that person.

An offer under Rule 9 must be made in cash at the highest price paid by the person required to make the offer, or any person acting in concert with such person, for any interest in shares of the company during the 12 months prior to the announcement of the offer.

XLMedia Plc’s ordinary shares are admitted to trading on AIM, a marketplace regulated by the London Stock Exchange.

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

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

For the identity and percentage holdings of our significant shareholders as well as the information on the number of securities in issue click here.

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

To view our latest financial reports click here.

To view shareholder information click here.

To access the latest announcements click here.

For a list of our advisors click here.