Company Information

Country of Incorporation and Main Country of Operation

The Company’s main country of operation is the United States. The Company is incorporated under the laws of the State of Delaware in the U.S. Accordingly, a significant amount of the legislation in England and Wales regulating the operation of companies does not apply to the Company. In addition, the laws of the State of Delaware will apply to the Company, and such laws may provide for mechanisms and procedures that would not otherwise apply to companies incorporated in England and Wales. The rights of Stockholders are subject to the exclusive jurisdiction of the courts of the State of Delaware and are governed by Delaware law and by the Company’s Certificate of Incorporation and Bylaws, which may differ from the typical rights of stockholders in the United Kingdom and other jurisdictions.

The Company is not subject to the provisions of the Takeover Code. Certain provisions have been inserted into the Certificate of Incorporation which adopt similar procedures to the Takeover Code in the event of any party (or parties acting in concert) obtaining 30 per cent or more of the voting rights attaching to the issued Common Stock, but there is no assurance that the courts of the State of Delaware, U.S., will uphold or allow the enforcement of these provisions.