Corporate governance

Aptamer Group plc: Statement of Compliance with the QCA Corporate Governance Code

The Company is required under the AIM Rules to comply with a recognised corporate governance code. The Board has established appropriate measures (having regard to the current stage of development of the Company) to comply with the QCA Code. The Board acknowledges the importance of the principles set out in the QCA Code and will include an appropriate corporate governance statement both in its annual report
and on the Company’s website.

The Board believes that the composition of the Board brings a desirable range of skills and experience in light of the Company’s challenges and opportunities following Admission, while at the same time ensuring that no individual (or a small group of individuals) can dominate the Board’s decision making. The Board intends to meet regularly to review, formulate and approve the Group’s strategy, budgets, corporate actions and oversee the Group’s progress towards its goals.

The Company has established an Audit Committee and a Remuneration Committee, each with formally delegated duties and responsibilities and with written terms of reference. 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 Committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Company is properly measured and reported on. It will receive and review reports from the Company’s management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Company. The Audit Committee will
meet not less than four times in each financial year and will have unrestricted access to the Company’s auditors. Members of the Audit Committee are Dr Adam Hargreaves and Dean Fielding.

Remuneration committee

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 be responsible for determining the fee for the Company Chair. It 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. In exercising this role, the directors shall have regard to the principles and recommendations put forward in the QCA Code. No director is permitted to participate in discussions or decisions concerning his own remuneration. The Remuneration Committee will meet not less than twice in each financial year. Members of the Remuneration Committee are Dr Adam Hargreaves and Dean Fielding.

Download Corporate Governance Statement here

The following information is provided for AIM Rule 26 compliance.

• Company Secretary: Andrew Rapson
• Registered address: Windmill House, Innovation Way, York, YO10 5BR
• Country of Incorporation: United Kingdom
• Main countries of operation: United Kingdom, USA,
• Company registration number: 09061413
• TIDM: LON:APTA
• VAT number: 220902744
• Date shares admitted for trading: 22/12/2021

The Company is subject to the City Code on Takeover and Mergers, as published by the Takeover Panel.