1. Company Law Consultants and Company Secretaries

2. Who are we? David Venus & Company LLP are the leading independent firm of chartered secretaries Established in 1980 Professional company law specialists providing complex company law advice Company secretaries to many public and private companies

3. Services Outsourced statutory compliance Regulatory compliance Corporate governance Ad hoc assignments Share options Trade marks Employment law Health & safety

4. Outsourcing Statutory records Web access enabled Update and maintain statutory registers Review and update articles of association Preparation of routine minutes, forms and resolutions Formal director or shareholder minutes and resolutions Submissions to Companies House Attendance at board and committee meetings Appointment as company secretary

5. Regulatory compliance Routine regulatory announcements Drafting and releasing RNS announcements Share interests Establish procedure for issue of s.212 notices and follow up Maintain s.213 register Listing rules, AIM rules, PLUS rules Advising on rule compliance

6. Corporate governance Combined code Audit of current practice Checking “ comply or explain ” statements in annual report Board appraisals Advice on independence criteria Standing committees Drafting terms of reference Attendance at committee meetings Advice on ABI, RREV, PIRC guidance

7. Ad hoc assignments Changes to group structures Transfer agreements Stamp duty exemption claims Implementation of group wide subsidiary articles Inter group share transfers permitted Directors to be appointed or removed by letter from parent Dissolution of dormant “ not needed ” subsidiaries Transfer of asset agreements Provision of UK secretariat for offshore parent companies Registered office UK company secretary Implementation of elective regime across relevant subsidiaries

8. Share options Establishing approved and unapproved schemes EMI CSOP Executive SIP Scheme administration Obtaining Inland Revenue approval Processing grants and exercises Annual filing with Inland Revenue

9. Trade marks Registration UK EU International Renewal Registration expanded Revised/ updated logo, brand images etc Enforcement

10. Employment law Employment contracts Variations to contracts Employment handbooks Disciplinary and grievance procedures Ad hoc advice

11. Health & safety Risk assessments Policies Drafted Updated Maintained Statements Training

12. Recent case studies FTSE 100 company Changing group structure to create a sub group consisting only of FSA regulated companies UK subsidiaries of LSE listed German parent Review, update and maintain statutory records and provide company secretarial support Listed underwriting company Provide named company secretary, attend all board, committee and general meetings, provide full company secretarial services, administer share options schemes 50 Partner law firm Provide full outsourced company secretarial function for their clients UK Group Adopt standard subsidiary articles across the group

13. Recent case studies - continued AIM life sciences company Appointed on an on going basis to provide company secretarial services and ad hoc employment and health & safety advice UK subsidiary group of US multi national On going company secretarial services AIM property developer Provide company secretary and company secretarial services to resident management companies of developments under construction and once complete Private health care company Provision of staff on short term secondment On going appointment to provide company secretarial support

14. Recent case studies - continued AIM property developer Provision of company secretary Full company secretarial service Provision of share registration services Top 10 firm of Chartered Accountants Provision of consultancy services to London and regional offices

15. Summary Technical and practical expertise Experienced professional chartered secretaries Independent Personal service