AIM Rule 26

The following information was last updated on February 2015:

Description of the business

For a description of the business, please visit About Us

The names of the directors and biographical details

For the names of the directors and brief biographical details of each, please visit Board of Directors

Share Price Live Feed

Live feed of the SMS Plc Share Index – Provided by the London Stock Exchange
Share Price

Documents & Announcements

Please click here for access to all documents and announcements.

For news and other announcements including RNS, click here.

Directors’ Responsibilities

Corporate Governance

Corporate Governance The Company intends following Admission, so far as a practicable and appropriate for a company of its size and nature, to comply with the provisions of the Corporate Governance Code, as modified by the recommendations of the Quoted Companies Alliance (“QCA”).  The Company has appointed three, independent, non-executive Directors to bring an independent view to the Board, and to provide a balance to the executive Directors.

The Board is responsible for formulating, reviewing and approving the Group’s strategy, budgets and corporate actions.  The Directors intend to hold meeting of the Board ten times in the year following Admission and thereafter four times per annum, and at other times as and when required.  Conditional on Admission, the Group has established audit, remuneration and nomination committees with formally delegated duties and responsibilities.

Audit Committee

The Audit Committee will have the primary responsibility of monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on.  It will receive and review reports from the Group’s management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group.  The Audit Committee will meet not less than twice in each financial year and will have unrestricted access to the Group’s external auditors.  The Audit Committee is chaired by Miriam Greenwood and also comprises of Paul Dollman and Willie MacDiarmid.

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 service.  The Remuneration Committee will also make recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time.  The Remuneration Committee will meet as and when necessary.  In exercising this role, the Directors shall have regard to the recommendations put forward in the QCA Guidelines and, where appropriate, the Corporate Governance Code guidelines.  The Remuneration Committee comprises of Willie MacDiarmid (as chairman), Miriam Greenwood and Paul Dollman.

Nomination Committee

The Nomination Committee is chaired by Paul Dollman and also comprises Alan Foy, Miriam Greenwood and Willie MacDiarmid.  The Nomination Committee considers the selection and re-appointment of Directors.  It identifies and nominates candidates to fill Board vacancies and regularly reviews the structure, size and composition (including the skills, knowledge and experience) of the Board and makes recommendations to the Board with regard to any changes.

Country of incorporation and main Country of operation

Smart Metering Systems Plc is registered in Scotland under company Number – SC24767 – Registered Office, 2nd Floor, 48 St Vincent Street, Glasgow, G2 5TS.  Smart Metering Systems Plc’s main area of operations is the UK.

Major Shareholdings

Number of securities in issue

Smart Metering Systems Plc’s issued share capital is: 87,248,601 ordinary shares of 1p each.

The number of shares not in public hands as at 3rd May 2016 is 14,087,362 representing approx. 16.15% of the issued share capital.

There are no restrictions on the transfer of the Company’s shares.

Significant Shareholders as at 3rd May 2016 Old Mutual Global Investors (UK) Ltd (10.23%), Liontrust Asset Management (9.62%), Alan Foy (8.92%), River & Mercantile Asset Management (8.66%), Schroders Investment Management (6.79%), Legal & General Investment Management (5.44%), Stephen Timoney (5.25%), Standard Life Investments (5.22%), Abdiel Capital Management LLC (4.54%), Hargreave Hale (4.16% ), Aberdeen Asset Management (3.05%).

Details of any other exchanges or trading platforms

There are no other exchanges or trading platforms on which Smart Metering Systems securities are trading.

Takeover regulations

The company is subject to the UK City Code on Takeovers and Mergers.

Cenkos Securities Plc
66 Hanover Street
Edinburgh
EH2 1EL

Copy of Nominated Advisor and Broker - Scotland

Cenkos Securities Plc
6.7.8 Tokenhouse Yard
London
EC2R 7AS

Nominated Advisor and Broker - England

Baker Tilly UK Audit LLP
Chartered Accountants
Breckenridge House
274 Sauchiehall Street
Glasgow, G2 3EH

Auditors

Cenkos Securities Plc
6.7.8 Tokenhouse Yard
London
EC2R 7AS

Company Solicitor

Kreab
Scandinavian House
2-6 Cannon Street
EC4M 6XJ
London

Financial PR and Investor Relations

Computershare Investor Services Plc
The Pavilions
Bridgewater Road
Bristol
BS99 6ZZ

Registrars

SMS Plc Investor Relations