AIM Rule 26

Description of Business

Zytronic plc, is the AIM-quoted parent company of the Zytronic Group, which includes the operating subsidiary, Zytronic Displays Ltd. The Zytronic Group are developers and manufacturers of projected capacitive technology (PCT™ & MPCT™) interactive touch sensors for applications specific to industrial, public access and self-service equipment. The Group is headquartered and operates from a single site comprising three factories in the North-East of England, UK.

95 per cent of sales are exported either directly or through global sales channel partners.

The Group’s strategy is to progress shareholder value through the further development of its touch technology product offerings, targeting growth application areas in industrial, public access and self-service markets and expanding its global sales channel footprint.

Details of Directors

Biographical details for each director can be found under the Board of Directors section. Find out more

Directors’ Responsibilities

The Board comprises a Non-Executive Chairman, two Non-Executive Directors and two Executive Directors. The Non-Executive Directors and Chairman are independent of the executive management. The Executive Directors and the subsidiary’s senior management meet regularly to review and consider operational matters.

The Board’s responsibilities include setting annual budgets, reviewing trading performance, approving significant capital expenditure, ensuring adequate funding, setting and monitoring strategy, examining major acquisition possibilities and reporting to shareholders. Between meetings there is regular informal discussion between the Chairman, Chief Executive, Group Finance Director and individual Non-Executive Directors. The Non-Executive Directors have a particular responsibility to ensure that the strategies proposed by the Executive Directors are fully considered.

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Board Committees

Following admission to AIM, the Board established an audit committee and a remuneration committee, each of which operates within defined terms of reference.

Audit Committee

The audit committee is chaired by Tudor Davies. The other members are Sir David Chapman, Bt., the Senior Independent Non-Executive Director, and David Buffham, an Independent Non-Executive Director. The audit committee meetings are also attended, by invitation, by the other Directors. The committee provides a forum for reporting by the Group’s external auditors.

The audit committee is responsible for reviewing a wide range of matters including the half year and annual financial statements before their submission to the Board and monitoring the controls which are in force to ensure the integrity of the information reported to the shareholders. The audit committee advises the Board on the appointment of external auditors and on their remuneration both for audit and non-audit work and discusses the nature, scope and results of the audit with the auditors.

The audit committee keeps under review the cost effectiveness of the auditors. It also reviews the extent of the non-audit services provided by the auditors and reviews with them their independence and objectivity. The Chairman of the audit committee reports the outcome of audit committee meetings to the Board and the Board receives minutes of the meetings.

Remuneration Committee

The remuneration committee is chaired by Sir David Chapman, Bt., the Senior Independent Non-Executive Director. The other member is David Buffham, an Independent Non-Executive Director. The committee is responsible for making recommendations to the Board, within agreed terms of reference, on the Company’s framework of executive remuneration and its cost, including the remuneration of subsidiary Directors. The committee determines the contract terms, remuneration and other benefits for each of the Executive Directors, including performance related bonus schemes, pension rights and compensation payments.

The committee also determines the remuneration of the Chairman.

Corporate Governance

As an AIM-quoted company, Zytronic plc is not obliged to comply with the UK Corporate Governance Code published in September 2012 (the “Code”) but instead uses the provisions of the Code as a guide, applying them as the Board considers appropriate to the circumstances of the Company.

Country of Incorporation and Operation

England

Advisors

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Constitutional Documents

Financial Information

Please click on the link below for access to the Company’s Annual Report and Financial Statements, half-yearly Interim Reports and Presentations in December and May respectively of those results.

View Results and Presentations

AGM

Notices of the Company’s AGM is incorporated into the Annual Report.

Details of any other exchanges or trading platforms

The Company has not applied or agreed to have any of its securities (including its AIM securities) admitted or traded on any other exchanges or trading platforms.

Number of securities in issue

As at 31st May 2018, the Company’s issued share capital consists of 16,044,041 ordinary shares of nominal value 1p each (“Ordinary Shares”). None of these Ordinary Shares are held in Treasury.

Each share has one vote and, therefore, the total number of voting rights in the Company is 16,044,041.

This figure of 16,044,041 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the FCA’s Disclosure Guidance and Transparency Rules.

Major Shareholders