AIM Rule 26 Information

ANT plc (“the Company”) discloses the following information pursuant to its policies and to comply with various requirements including Rule 26 of the AIM Rules for Companies. It was last updated on 29 March 2012.
 
Description of Business
The Company provides software solutions and services enabling broadcasters, telco operators and cable and satellite companies to deliver compelling digital media content to consumers. Further details of the Company’s business and its technology can be found at http://www.antplc.com.
 
The Names of the Directors & Brief Biographical Details
The names of the Company’s directors, their responsibilities and brief biographical details of each director can be found at http://www.antplc.com/board_directors.asp
 
Director’s Responsibilities
The Directors acknowledge the value and importance of good corporate governance and confirm that they will comply, so far as is practicable, having regard to the size and stage of development of the Company, with the principles of the Combined Code on Corporate Governance.
 
The Board holds regular monthly meetings through which it directs the Group's activities. Board members have sufficient experience and competence to form an independent judgment on the appropriate Group strategy, including financial, operational and compliance matters which are vital to its prosperity and success in the market. Where appropriate, the Directors seek external professional advice. Through its timely reporting procedures, the Board monitors the efficiency and performance of the Group. The Board comprises a non-executive Chairman, three non-executive Directors (one of which is the Senior Independent Director) and two executive Directors - the Chief Executive and the Finance Director. All of the non-executive directors are considered to be independent and the terms of their appointments are available for inspection on request. Tudor Brown is the Senior Independent Director.
 
The Board has established an Audit Committee, a Remuneration Committee and a Nominations Committee. The Audit Committee comprises Royston Hoggarth (Committee Chairman), David Kynaston and Tudor Brown. The Remuneration Committee comprises David Kynaston (Committee Chairman), Tudor Brown and Royston Hoggarth. The Nomination Committee comprises David Kynaston (Committee Chairman), Tudor Brown and Royston Hoggarth. Each Committee has formal terms of reference which are downloadable here:

Audit Committee Terms of Reference

Remuneration Committee Terms of Reference

Nomination Committee Terms of Reference

The Nominations Committee is responsible for reviewing the size, structure and composition of the Board, preparing a description of the role and capabilities required for a particular appointment and identifying and nominating candidates to fill Board positions as and when they arise. All directors stand for re-election in accordance with the Company’s Articles of Association.
 
The Audit Committee is responsible for ensuring that the financial performance of the Group is properly reported on and monitored. It has specific responsibility for reviewing the auditor's reports relating to the accounts and internal control systems.
 
The Directors are responsible for the maintenance of proper accounting records which accurately reflect the financial position of the Group. The Directors are required by Company law to prepare financial statements for each financial year that give a true and fair view of the state of affairs of the Group and of the Company and of the profit or loss of the group for that period. The Directors have implemented appropriate policies and procedures covering internal financial controls, authority levels and financial reporting.
 
The Remuneration Committee is responsible for determining and agreeing with the Board the framework for the remuneration of the executive Directors and such other members of the executive management as it is designated to consider. It is responsible for determining the total individual remuneration packages of each Director, including, where appropriate, bonuses, incentive payments and share options. The Remuneration Committee liaises with the Nominations Committee to ensure that the remuneration of newly appointed executives is within the Group's overall policy.
 
The Company has adopted an appropriate share dealing code to ensure compliance with the AIM Rules. In certain circumstances these Rules restrict dealings in shares by Directors and certain other employees.
 
Country of Incorporation and Operation
ANT plc and ANT Software Limited are incorporated and registered in the United Kingdom.
 
The main country of operation of ANT plc and ANT Software Limited is the United Kingdom.
 
ANT plc and ANT Software Limited have their registered address at First Floor, 335 Cambridge Science Park, Milton Road, Cambridge, Cambridgeshire, CB4 0WN, United Kingdom. The registered number for ANT plc is 5372859. The registered number for ANT Software Limited is 2822565.
 
Constitutional Documents
The Company’s Memorandum and Articles of Association can be downloaded here:

Memorandum of Association

Articles of Association

Details of Other Exchanges
ANT plc has not applied or agreed to have any of its securities admitted or traded to any exchanges or trading platforms other than AIM.
 
Number of Securities in Issue
There are 24,286,367 ordinary shares in issue. There are no securities held in treasury.
Shareholders who own 3% or more (at 16 July 2012):
Mr R Farleigh
12.52%
Kestrel Partners
11.60%
ANT plc Employee Share Trust Trustees
11.23%
Foresight Venture Partners
8.18%
Fidelity Investments Limited
6.87%
JM Finn & Co
3.18%
Inflexion Partners Limited
3.02%

Percentage of securities not in public hands: 36.21%.

Details of any restrictions on the transfer of securities
There are no restrictions on the transfer of securities.
 
Financial Reports
The Company’s most recent annual report and interim reports published since the most recent annual report can be found at http://www.antplc.com/reports_accounts.asp
 
All notifications the AIM company has made in the past 12 months
Notifications made by the Company in the past 12 months can be found in the news and alerts section of http://www.antplc.com/rns_announcements.asp
 
Most Recent Admission Document
The Company is required to make its original admission document available pursuant to AIM Rule 26 and the Company does not intend this document to be used for any other purpose. This document was written in 2005 and may be out of date in respect of certain matters. Attention is drawn to the warnings and exclusions contained therein.
 
This document does not constitute or form part of, any offer or invitation to sell, allot or issue or any solicitation of any offer to purchase or subscribe for any securities, nor shall it (or any part of it) or the fact of its publication form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment for securities. No reliance should be placed on the information or opinions contained in this admission document or on its completeness. No undertaking, representation, warranty or other assurance, express or implied, is made or given by or on behalf of ANT plc or any of its directors, officers, partners, employees, agents or advisers or any other person as to the accuracy or completeness of the information or opinions contained in this document and no responsibility or liability is accepted by any of them for any such information or opinions. Notwithstanding the aforesaid, nothing set out above shall exclude liability for any undertaking, representation, warranty or other assurance made fraudulently.
 
The distribution of this document in other jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any restriction.
I/We acknowledge that I/We agree to the above conditions.

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Company’s Advisers
The Company’s key advisers are as follows:
Nominated Advisor & Stockbroker
Westhouse Securities Limited
Auditors
Ernst & Young LLP
Bankers
Barclays Bank plc
Legal Advisors
Charles Russell LLP
Registrars
Computershare Investor Services plc