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AIM RULE 26

Last Updated: 24/05/2021

The Group enables premium brands to deliver native advertisements to a targeted audience on the desktop and mobile websites, mobile and tablet applications of premium publishers.

Please CLICK HERE for further information on the business

Please CLICK HERE here to see the biographies of the Board of Directors

Dianomi plc was incorporated and registered in England and Wales under the Companies Act 2006 with registered number 04513809.
The Group operates from its offices in the UK, North America and Australia. A significant proportion of the Group’s revenue is generated in the US.

Number of ordinary shares in issue : 30,027,971
Percentage of shares not in public hands: 67.6%
There are no shares held in treasury.
There are currently no restrictions on the transfer of the company’s AIM securities.

As at 24 May 2021, the Company has been notified of the following interests in 3% or more of the issued ordinary share capital of the Company

Name No. of Ordinary Shares Percentage of Issued Share Capital
BGF Nominees Limited (a/c BGF) 4,461,620 14.9%
Hargreave Hale Limited 3,868,132 12.9%
Raphael Queisser [1] 3,632,134 12.1%
TB Amati UK Smaller Companies Fund 2,973,626 9.9%
Rupert Hodson [2] 2,820,512 9.4%
Cabell De Marcellus 2,789,572 9.3%
Chelverton Asset Management 1,904,762 6.3%

As at 24 May 2021, the Company has been notified of the following Directors interests in the issued ordinary share capital of the Company

Name No. of Ordinary Shares Percentage of Issued Share Capital
Raphael Queisser [1] 3,632,134 12.1%
Rupert Hodson [2] 2,820,512 9.4%
Cabell De Marcellus 2,789,572 9.3%
Michael Kelly [3] 294,432 1.0%
Matthew Singh nil nil
Charlotte Stranner 20,000 0.1%
Laura Shesgreen nil nil

1 Includes shares held by Raphael Queisser connected parties
2 Includes shares held by Philippa Hodson, Rupert Hodson’s wife
3 All of the Shares beneficially owned by Michael Kelly are held by Strategic Growth Partners

The securities of the Company are traded on the AIM market operated by the London Stock Exchange plc. Its shares have not been admitted, nor have any applications been made, for any of its shares to be admitted or traded on any other exchanges or trading platform.

Admission Document
Articles of Association
Shareholder circulars

Please CLICK HERE for annual report and accounts

The City Code on Takeovers and Mergers applies to this Company

Last updated: 24/05/2021

The Directors acknowledge the importance of high standards of corporate governance and, given the Company’s size and the constitution of the Board, have formally adopted and intend to comply with the QCA Code where practicable. The QCA Code sets out a standard of minimum best practice for small and mid-size quoted companies, particularly AIM companies.

Set out in the attached document is an explanation of how the Group currently complies with the principles of the QCA Code and, to the extent applicable, those areas where the Group’s corporate governance structures and practices differ from the expectations set out in the QCA Code. Annual updates will be provided on the Group’s compliance with the QCA Code.

Please CLICK HERE to see the details of the Company’s Corporate Governance practices

Board

The Board is responsible for the overall management of the Group including the formulation and approval of the Group’s long-term objectives and strategy, the approval of budgets, the oversight of Group operations, the maintenance of sound internal control and risk management systems and the implementation of the Group’s strategy, policies and plans. Whilst the Board may delegate specific responsibilities, there is a formal schedule of matters specifically reserved for decision by the Board. Such reserved matters include, amongst other things, approval of significant capital expenditure, material business contracts and major corporate transactions. The Board will meet regularly to review performance.

The Board currently comprises seven Directors, of whom four are executive and three are non-executive. Further details on the Board can be found HERE

Board Committees
The Company have established an Audit Committee and a Remuneration Committee with formally delegated duties and responsibilities and with written terms of reference. Each of these committees will meet regularly on the frequencies set out in the following two paragraphs. From time to time, separate committees may be set up by the Board to consider specific issues when the need arises.

Audit Committee
The Audit and Risk Committee is chaired by Laura Shesgreen. Its other members are Michael Kelly and Matthew Singh, while Charlotte Stranner as Chief Financial Officer will be permitted to attend meetings on audit matters and Raphael Queisser, as Chief Operating Officer, will be permitted to attend meetings where risk matters are being discussed. The Audit Committee has the primary responsibility of monitoring the quality of internal controls to ensure that the financial performance of the Group is properly measured and reported. It will receive and review reports from the Group’s management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee will meet not less than three times per year.

The Remuneration Committee
The Remuneration Committee is chaired by Michael Kelly. Its other members are Laura Shesgreen and Matthew Singh. The Remuneration Committee intends to appoint a new independent non-executive director to the Board who, upon or shortly after appointment, would succeed Michael Kelly as the chair of the Remuneration Committee. Non-members (such as Rupert Hodson, as Chief Executive Officer) may be invited to participate in all or part of any meetings of the Remuneration Committee, as and when the Remuneration Committee considers appropriate. The Remuneration Committee will review the performance of the Executive Directors and make recommendations to the Board on matters relating to their remuneration and terms of employment. The Remuneration Committee will also make recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time. The remuneration and terms and conditions of appointment of the non-executive directors of the Company will be set by the Board. The Remuneration Committee will meet not less than twice per year.

Nominated Adviser and Sole Broker
Panmure Gordon (UK) Limited
One New Change
London
EC4M 9AF

Reporting Accountants
RSM Corporate Finance LLP
25 Farringdon Street
London
EC4A 4AB

Auditors
BDO LLP
55 Baker Street
London
W1U 7EU

Legal advisers to the Company
K&L Gates LLP
One New Change
London
EC4M 9AF

Registrars
Neville Registrars Limited
Neville House
Steelpark Road
Halesowen
B62 8HD

PR advisers to the Company
Novella Communications
South Wing, Somerset House
Strand
London
WC2R 1LA