Compliance with Corporate Governance

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The Board recognises the importance of sound corporate governance and is accountable to the Company's shareholders in respect of its corporate governance of the Company. The Directors will ensure that the Company apply policies and procedures which reflect the principles of the Combined Code on Corporate Governance issued by the Financial Reporting Council, as the Board considers appropriate, relative to the Group's size and the unlisted nature of the Ordinary Shares and Loan Notes of the Company. The Company may also constitute an audit committee and remuneration committee, with formally delegated duties and responsibilities to each.

The Board is comprised of 2 executive directors (Vincent Regan and Hugh O'Neill) and 2 non-executive directors (Eddie Hobbs and Dermot Flanagan). The Company will hold Board meetings throughout the year at which reports relating to its activities and finances will be considered. The Board is responsible for formulating, reviewing and approving the Company's strategy, budgets, investments and major items of capital expenditure.

EXIT MECHANISM
It is envisaged that at the end of the investment period, the net assets of the Group will be realised and distributed to investors by means of liquidations. This will involve a process commencing with the liquidation of the Company's subsidiaries. As the ultimate holding company for the Group,all assets held in the subsidiaries at the end of the investment period will be distributed upward to the Company. It is anticipated that the final stage in the realisation process will then entail the redemption of the Loan Notes (if not by then redeemed) and a subsequent liquidation of the Company itself, with the net assets of the Group being distributed to investors in proportion to their respective holdings of Ordinary Shares.

THE GREY MARKET
The Directors may, in the future, facilitate the trading of shares on a "Grey" Market. The basis of the Grey Market is that the Company will attempt to match willing sellers with willing buyers of the shares.

TAXATION
Any profits on the disposal of shares in the Company by Irish resident individual investors (including by way of liquidation of the Company) will generally be subject to capital gains tax ("CGT"). The current rate of CGT is 20%.