Governance

Molten Ventures plc (formerly Draper Esprit plc) is a company incorporated in England and Wales with registered number 09799594 and its main country of operation is the UK. The registered office of Molten Ventures is 20 Garrick Street, London, England, WC2E 9BT.

Molten Ventures is one of the leading venture capitalist investors involved in the creation, funding and development of high-growth technology businesses with an emphasis on digital technologies in the UK, the Republic of Ireland and the rest of Europe.

Molten Ventures complies with the UK Corporate Governance Code and/or explains instances where it is unable to do so.

The Directors are responsible for the determination of the Group’s investment policy and setting the strategic aims and objectives of the Group, and have overall responsibility for the Group’s activities including the review of investment activity and performance. Fund management activities are delegated to Esprit Capital Partners LLP which is a wholly owned subsidiary and an FCA-authorised full-scope Alternative Investment Fund Manager with Firm Reference No. 451191.

The Board will meet at least six times per annum (and on an ad-hoc basis when necessary between the scheduled meetings), the Audit, Risk and Valuations Committee will meet at least three times per annum, and the Remuneration Committee, Nomination Committee and ESG Committee will each meet at least two times per annum.

The directors are as follows:

Laurence Holllingworth (Chair of the Board of Directors, Non-Executive Director)

Laurence Holllingworth is the Chair of the Board and chair of the Nomination Committee. Laurence has extensive experience in the capital markets and a strong understanding of the investment environment following a 37-year career with Cazenove and latterly JP Morgan. He has held several senior leadership roles during his career including Head of UK Investment Banking, Head of EMEA Industry Coverage and finally as Vice Chairman for Equity Capital Markets EMEA. He is currently chair of Clarkson plc, the world’s largest shipbroker, and a non-executive director of Atom Bank plc, an online retail challenger bank.

Sarah Gentleman (Independent Non-Executive Director)

Sarah is an independent Non-Executive Director on the board of Molten Ventures and chair of the Company’s Remuneration Committee. Sarah is Rathbones Group plc’s Senior Independent Director, and previously chaired the Remuneration Committee. Sarah has over 30 years' experience working in a combination of strategic and financial roles, having started her career as an analyst at McKinsey & Company. These include Business Development Director at Egg UK and Chief Financial Officer at LCR Telecom. Until 2012, she was a sell side banking analyst at Sanford Bernstein where she covered French, Spanish and Italian banks. Most recently, Sarah has been working as an advisor to early-stage technology companies with a focus on FinTech.

Grahame Cook (Senior Independent Non-Executive Director)

Grahame Cook is Molten Ventures' senior independent Non-Executive Director, chair of the Audit, Risk and Valuations Committee and a member of the Nomination Committee and Remuneration Committee. Grahame is an experienced public company non-executive director, with over 20 years’ experience as an audit and risk committee chairman. Grahame’s background is in investment banking, with 20 years’ experience of M&A, equity capital markets and corporate advisory. Grahame started his career at Arthur Andersen, where he qualified as a chartered accountant. He became a Director of Corporate Finance at Barclays de Zoete Wedd in 1993, and then joined UBS as a Managing Director, member of its global investment banking management committee and global head of equity advisory. At UBS he was responsible for creating its industry sector teams, including tech and healthcare. In 2003 he became joint chief executive officer at WestLB Panmure where he built a pan-European business focussed on growth companies and ran a €100m technology fund. He advised the London Stock Exchange in 2003 on the creation of its TechMark growth segment. Grahame sits on a number of technology and technology rich healthcare company boards, both listed and unlisted. Grahame holds a Double First Class Honours degree from the University of Oxford.

Gervaise Slowey (Independent Non-Executive Director)

Gervaise Slowey is a Non-Executive Director on the board of Molten Ventures and chair of the ESG Committee. She also fulfils the function of Designated Non-Executive Director for employee engagement in which capacity she acts as a conduit between the Board and the Molten Ventures workforce. Gervaise has a background in senior management, international business, marketing and media. Gervaise serves as a non-executive director on the boards of Dalata Hotel Group plc, Wells Fargo Bank International (WFBI) and Eason PLC (Ireland's largest book retailer). She also chairs the Remuneration and Nomination Committee for WFBI and the ESG Committee for Dalata PLC. Gervaise was CEO of Communicorp Group (now Bauer), Ireland's largest independent radio group for four years to the end of 2016, and also served as a non-executive director on the board of Ulster Bank Ireland for three and a half years to October 2021. Prior to that she held senior roles in Ogilvy Worldwide for 16 years, most recently Global Client Director. Gervaise has also served on the boards of the International Rice Research Institute, and the Institute for International and European Affairs (IIEA). She is a Chartered Company Director (Institute of Directors), a Dublin City University Business Studies graduate (BBS) and has completed the Sustainability Leadership Program at Cambridge University.

Lara Naqushbandi (Independent Non-Executive Director)

Lara is an independent Non-Executive Director on the board of Molten Ventures. Lara is currently the CEO of ETFuels Limited, a green fuels company focused on decarbonisation of hard to abate industry. She brings a wealth of global commercial and strategic experience, having previously held roles in finance and sustainability at Google, Rio Tinto and Goldman Sachs.  She also has investment experience at Klesch Group, Climate Change Capital and Bridgewater Associates.  Lara currently serves as a board fellow at the real estate investment trust Assura Plc. She has lived and worked in every continent other than Antarctica and has a BA and MBA from Harvard

Benjamin Wilkinson (Chief Executive Officer)

Ben was appointed to the Board on 4 June 2019, having joined the Group as CFO in 2016 and was promoted to Chief Executive Office in October 2024. In addition to his executive responsibilities and investor relations functions, Ben sits on the Board ESG Committee. Ben has led equity and debt raises totalling over £500.0 million. Ben is an experienced leader of public company finance teams having previously served for 5 years as CFO of AIM-listed President Energy PLC where he was responsible for all financial aspects of the group. During his time at President, Ben was a key part of the Board that undertook investments into Argentina and Paraguay and raised US$175 million across several equity issuances with shareholders such as IFC/World Bank and significant UK institutional investors. Ben is a Chartered Accountant, FCA, with a background in M&A investment banking from ABN Amro/RBS where he was involved with multiple cross border transactions and corporate financings, both debt and equity. Ben is a graduate of Royal Holloway, University of London with a BSc in Economics.

Stuart Chapman (Director)

Stuart Chapman is a director and co-founder of Molten Ventures. Before he co-founded Molten Ventures, Stuart was a director of 3i Ventures in London. He has over 25 years of venture capital experience in Europe and the US – including founding 3i US in Menlo Park, CA. Stuart was responsible for Molten Venture’s investments in Lagan Technology (sold to Verint), Redkite (sold to Nice), Kiadis (sold to Sanofi), and Conversocial (sold). Stuart serves as a director with Netronome, Realeyes and Riverlane; and as observer with Graphcore and Crate. Before 3i, Stuart was involved in software and systems implementations for Midland Bank. He is a graduate of Loughborough University and currently serves on the Strategic Advisory Board for the Loughborough School of Business.

Laurence Holllingworth is the Chair of the Board and chair of the Nomination Committee. He also serves as a member of the Remuneration Committee.

Sarah Gentleman is an independent Non-Executive Director and chair of the Remuneration Committee as well as a member of the Audit, Risk and Valuations Committee and Nomination Committee.

Grahame Cook is the Company's Senior Independent Non-Executive Director and the chair of the Audit, Risk and Valuations Committee. Grahame additionally serves as chair of the Nomination Committee and a member of the Remuneration Committee. In his capacity as Senior Independent Director on the Board, Grahame acts as an intermediary for the other Directors and Shareholders.

Gervaise Slowey is an independent Non-Executive Director and chair of the ESG Committee as well as member of the Audit, Risk and Valuations Committee, Remuneration Committee and Nomination Committee. Gervaise additionally fulfils the function of Designated Non-Executive Director for employee engagement in which capacity she acts as a conduit between the Board and the Molten Ventures workforce.

Lara Naqushbandi is an independent Non-Executive Director and a member of the Audit, Risk and Valuations Committee, Remuneration Committee, Nomination Committee and ESG Committee.

Ben Wilkinson is the Chief Executive Officer and has overall responsibility for proposing the strategic focus to the Board, delivery of the business model & strategy and the day-to-day management of the Group's business. Martin is supported in respect of HR matters, risk and compliance by the HR Manager, Compliance Team and legal department respectively.

Stuart Chapman is a Director at Molten Ventures and and ensures that the Board is properly briefed on the operating performance of the business, including in respect of the investment portfolio.

The Board is responsible to Shareholders for the overall management and oversight of the Group to ensure its long-term success. In particular, the Board is responsible for approving the Group's strategy (and for ensuring that the Group has the necessary people, resources and infrastructure to deliver the strategy), setting the Group's risk appetite, monitoring performance, and maintaining an effective system of risk management and internal controls. It is also responsible for the Group's approach to environmental and social governance. The Non-Executive Directors are responsible for providing constructive challenge, strategic guidance and holding management to account. The Non-Executive Directors are available to engage with Shareholders should they have a concern that is not resolved through the normal channels.

The Board has a Diversity & Inclusion Policy which sets out the crucial role that diversity and inclusion plays in the leadership of the Company, and the targets that the Company is committed to meeting in the coming years. A copy of the Board Diversity & Inclusion Policy can be found HERE.

The Schedule of Matters Reserved for the Board of the Company sets down those powers reserved to the Board and which are not delegated to the Company's Executive Directors. The list contains some matters which the Board cannot, as a matter of law, delegate. In accordance with the Company’s articles of association the Board may, however, appoint committees as it thinks fit to exercise certain of its powers.

A copy of the Schedule of Matters Reserved for the Board of Directors can be found HERE.

The Board has established an Audit, Risk and Valuations Committee; a Remuneration Committee; a Nomination Committee and an ESG Committee, with formally delegated duties and responsibilities as described below.

Audit, Risk and Valuations Committee

The Audit, Risk and Valuations Committee is responsible for ensuring that the financial performance of the Group is properly reported on and monitored. Its role includes monitoring the integrity of the Group’s financial statements, reviewing significant financial reporting issues, reviewing the effectiveness of the Company’s internal control and risk management systems and overseeing the relationship with the external auditors (including advising on their appointment, agreeing the scope of the audit and reviewing the audit findings). The committee is also responsible for reviewing the Company’s valuation policies and procedures to ensure that the Board is fulfilling its obligations relating to the independent and proper valuation of the underlying Group investments, and for establishing, monitoring and reviewing procedures and controls to ensure compliance with the relevant regulatory regimes. The Audit, Risk and Valuations Committee will normally meet not less than three times a year.

Grahame Cook chairs the Committee and its other members comprise Gervaise Slowey, Sarah Gentleman and Lara Naqushbandi. The UK Corporate Governance Code recommends that all members of the Audit, Risk and Valuations Committee be Non-Executive Directors, independent in character and judgment and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgment and that one such member has recent and relevant financial experience. The Board considers that the Company complies with the requirements of the UK Corporate Governance Code in this respect.

A copy of the Terms of Reference of the Audit, Risk and Valuations Committee can be found HERE.

Remuneration Committee

The Remuneration Committee recommends the Group’s policy on executive remuneration; determines the levels of remuneration for the Company’s executive directors, the Chair if the Board and other senior executives; prepares an annual remuneration report for approval by the Shareholders at the annual general meeting; and assists the Board in reviewing the structure, size and composition of the Board. The Remuneration Committee will normally meet at least twice a year.

Sarah Gentleman chairs the Remuneration Committee and its other members comprise Laurence Hollingworth, Gervaise Slowey, Grahame Cook and Lara Naqushbandi. The UK Corporate Governance Code recommends that all members of the Remuneration Committee be Non-Executive Directors, independent in character and judgment and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgment. The Board considers that the Company complies with the requirements of the UK Corporate Governance Code in this respect.

A copy of the Terms of Reference of the Remuneration Committee can be found HERE.

Nomination Committee

The Nomination Committee is responsible for reviewing succession plans for the Directors, including the Chair and the Chief Executive Officer and other senior executives. The Nomination Committee will normally meet at least twice a year.

Laurence Hollingworth is the chair of the Nomination Committee and its other members comprise Gervaise Slowey, Sarah Gentleman, Grahame Cook and Lara Naqushbandi. The UK Corporate Governance Code recommends that all members of the Nomination Committee be Non-Executive Directors, independent in character and judgment and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgment. The Board considers that the Company complies with the requirements of the UK Corporate Governance Code in this respect.

A copy of the Terms of Reference of the Nomination Committee can be found HERE.

ESG Committee

The ESG Committee (formed February 2022) is responsible for providing overarching oversight and supervision of the Group's Environmental, Social and Governance activities. The ESG Committee meets not less than twice annually but may convene more regularly as required.

Gervaise Slowey chairs the ESG Committee and its other members comprise Lara Naqushbandi, Ben Wilkinson (executive sponsor of the Group's ESG activities) and Ben Robson (General Counsel and Group Compliance Officer). The activities of the ESG Committee include, amongst other things, the implementation of the Group's ESG and Responsible Investment Policy, provision of support and guidance to the Group's ESG Working Group, approval and monitoring of ESG-related KPIs, and ongoing review of the effectiveness of ESG functions across the Group. There is no UK Corporate Governance Code requirement in connection with the requirement for an ESG Committee or the function or composition of such committee.

A copy of the Terms of Reference of the ESG Committee can be found HERE.

In line with the Board's Evaluation Policy, the Board conducts formal performance evaluations of each director and the full Board every year. The process is carried out by way of detailed questionnaires completed by each member of the Board and covering topics such as the composition of the Board, the quality and timeliness of information provided, relationships between the Board, Shareholders, employees and other stakeholders, and succession planning. The responses are collated by the Company Secretary, who presents a summary of the results to the Board for discussion.

The Board will typically agree a number of specific actions to take forward during the forthcoming year in order to improve its efficiency and effectiveness.

Committee evaluation as required under the UK Corporate Governance Code is also periodically conducted by way of questionnaires, with the questions asked including the extent to which the Board's Committees (mandated under the UK Corporate Governance Code) are properly constituted and received appropriate information in order to discharge their duties, and whether each relevant Committees has performed their role and responsibilities during the foregoing period in accordance with their respective Terms of Reference.

The City Code on Takeovers and Mergers (the “Takeover Code”) applies to the Company. Under Rule 9 of the Takeover Code, if a person acquires an interest in Ordinary Shares which, when taken together with Ordinary Shares already held by them or persons acting in concert with them, carry 30 per cent. or more of the voting rights in the Company; or a person who, together with persons acting in concert with them, is interested in not less than 30 per cent. and not more than 50 per cent. of the voting rights in the Company acquires additional interests in Ordinary Shares which increase the percentage of Ordinary Shares carrying voting rights in which that person is interested, the acquirer and, depending on the circumstances, its concert parties, would be required (except with the consent of the Takeover Panel) to make a cash offer for the outstanding Ordinary Shares at a price not less than the highest price paid for any interests in the Ordinary Shares by the acquirer or its concert parties during the previous twelve months.

Please contact our Investor Relations team at IR@molten.vc if you require more information about the application of the Takeover Code to Molten Ventures.

A summary of Major Shareholding Notification requirements under the UK FCA’s Disclosure Guidance and Transparency Rules; the Irish Transparency (Directive 2004/109/EC) Regulations 2007, as amended, and the Central Bank (Investment Market Conduct) Rules 2019 can be found HERE.

Investment objective

The investment objective of the Group is to generate capital growth for Molten Shareholders by the creation, funding, incubation and development of high-growth technology businesses.

Investment policy

The Group intends to meet its investment objective by: (i) providing early stage businesses with initial smaller rounds of seed and series A primary investments, co-investments and commitments to third party seed funds; (ii) making larger series B+ and later series C+ primary investments and co-investments for scaling technology companies; and (iii) undertaking secondary transactions (including through the acquisition of investment funds (private and/or public)).

The Group will seek exposure to early stage companies which combine technology and service provision, are able to generate strong margins through significant intellectual property or strong barriers to entry, are scalable and require relatively modest investment. The Group will primarily seek exposure to developing companies in, but not limited to, the following sectors of the digital economy: consumer technology, enterprise technology, hardware & deeptech and digital health & wellness.

The Group's main focus is on making investments in the UK and Europe.

No investment will be made if its costs exceed 15% of the Gross Portfolio Value at the time of investment. A further investment may be made in an existing portfolio business provided the aggregate cost of that investment and of all other unrealised investments in that portfolio business does not exceed 15% of the Gross Portfolio Value.

Form of investment

Investments are expected to be mainly in the form of equity, although investments may be made by way of debt, convertible securities or investments in specific projects. In the case of equity investments, the Directors intend to take positions (with suitable minority protection rights where appropriate), primarily in unquoted companies. Molten (acting through the relevant Group entity) is an active investor, usually taking a board position on the investee company.

Given the timeframe required to fully maximise the value of an investment, the Board expects that investments will be held for the medium to long term, although short term disposals of assets cannot be ruled out in exceptional or opportunistic circumstances. The Directors intend to re-invest the proceeds of disposals in accordance with the Group's investment policy unless, at the relevant time, the Directors believe that there are no suitable investment opportunities, in which case the Directors will consider returning the proceeds to Molten Shareholders in a tax efficient manner.

Esprit Capital Partners LLP, Encore Venture LLP and Elderstreet Investments Ltd (all of which are FCA-regulated Alternative Investment Fund Managers and wholly owned subsidiaries of the Company) respectively manage the historic Esprit Funds, Encore Funds and Molten Ventures VCT plc (formerly Draper Esprit VCT plc) in accordance with each of their respective investment objective and policy.

The investment objective and policy applicable to the Encore Funds, Molten Ventures VCT plc and the historic legacy managed Esprit Funds, is distinct from the investment objective and investment policy of the Group.

The Group is committed to a policy of responsible investment that includes due consideration of Environmental, Social and Governance (ESG) factors through the lifecycle of investments, from pre-screening to exit in alignment with the UN Sustainable Development Goals (UN SDGs) and the UN Principles for Responsible Investment (PRI) (to which Molten Ventures became a signatory in 2019). Overall responsibility for the Company's ESG goals and activties sits with the Board, which has been delegated to the ESG Committee (formed February 2022) which is chaired by Non-Executive Director, Gervaise Slowey.

Molten Ventures aims to use its platform in venture capital to encourage and promote our values and ESG considerations in developing best-in class technology companies and achieving strong returns for investors. A portion of the bonus entitlement of all employees, including the executive directors, is directly linked to ESG risks and performance through the attainment of ESG-specific KPIs, a summary of which is included in the Molten Ventures Annual Report. 

Investments are expected to be mainly in the form of equity, although investments may be by way of debt, convertible securities, Limited Partner positions in other funds or investments in specific projects. In the case of equity investments, Molten Ventures typically takes positions (with suitable minority protection rights where appropriate) in unquoted companies. Molten Ventures (acting through relevant Group entity/entities) is an active investor, often taking a board position on the investee company.

Given the time frame to fully maximise the value of an investment, the Board expects that investments will be held for the medium to long term, although short term disposals of assets are also considered where the return on investment is commercially and/or circumstantially compelling and in line with the Group’s investment strategy. The Directors intend to re-invest the proceeds of disposals in accordance with the Group’s investing policy unless, at the relevant time, the Directors believe that there are no suitable investment opportunities, in which case the Directors will consider returning the proceeds to Shareholders in a tax-efficient manner.

The ordinary shares of Molten Ventures ("Ordinary Shares") have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and the Ordinary Shares may not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States. There will be no public offer of the Ordinary Shares in the United States. Any offer or sale of Ordinary Shares will be outside the United States to non-U.S. Persons in offshore transactions in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Regulation S thereunder. The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended (the "U.S. Investment Company Act") and investors will not be entitled to the benefits of the U.S. Investment Company Act.

The Company and certain of its subsidiaries and subsidiary undertakings may be passive foreign investment companies ("PFIC") for U.S. federal income tax purposes, and they could each be a PFIC in future years and, if the Company and/or certain of its subsidiaries and subsidiary undertakings are PFIC, U.S. taxable investors may be subject to adverse U.S. tax consequences in respect of an investment in Ordinary Shares by a U.S. Person.

The Ordinary Shares have not been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of any offering of Ordinary Shares. Any representation to the contrary is a criminal offence in the United States and any re-offer or resale of any of the Ordinary Shares in the United States or to U.S. Persons may constitute a violation of U.S. law or regulation.

In the event that you have lost your share certificate, or it has been stolen, you should inform our share registrars, Equiniti, as soon as possible. You may contact Equiniti in relation to your lost or stolen share certificate by:

• phoning 0371 384 2063 (for UK calls) or 0121 415 7047 (for calls from overseas). Equiniti’s phone lines are open Monday to Friday, 8.30am to 5.30pm UK time (excluding English and Welsh public holidays);
• filling out an online form located on Equiniti’s website which can be accessed here; or
• sending Equiniti a written request by post to the following address: Equiniti Limited, Aspect House, Spencer Road, Lancing, BN99 6DA, United Kingdom.

Following this, you will then be sent a letter of indemnity by Equiniti, which must be completed and returned to Equiniti so that a replacement certificate can be issued. There is a charge for this service which shall depend on the total value of the relevant shares. Further information about charges and fees regarding the letter of indemnity may be found on Equiniti’s website here.

Following the issuance of a letter of indemnity to you, it should be noted that this process may not be reversed, regardless of whether or not you subsequently find or otherwise acquire possession of the original certificate. If a lost share certificate is found following its replacement, you will need to send the original certificate back to Equiniti by post to the address stated above. We advise that you check your records thoroughly before contacting Equiniti.

The Company has a £150 million net asset value facility with J.P. Morgan Chase Bank, N.A. (60% of commitments) and HSBC Innovation Bank Ltd (formerly known as Silicon Valley Bank UK Limited) (40% of commitments). The facility comprises of a £90m term loan and a revolving credit facility of up to £60m on three-and two-year tenors respectively, both with one-year extensions up to five years. The facility is secured against various assets and LP interests in the Group and may be utilised for investment and corporate purposes.

The Company may use gearing if it believes it will enhance Shareholder returns over the longer term. The Company seeks to maintain a conservative level of gearing and will limit its borrowings to a maximum of 25% of Net Asset Value at the time of borrowing.

Cash held by the Group pending investment, reinvestment or distribution will be managed by the Group in accordance with the Group’s treasury policy and placed in bank deposits with major global financial institutions, in order to protect the capital value of the Group’s cash assets. Investments are expected to be held by specific vehicles established within the Group for the purpose of holding an investment

Please see all regulatory news announcements that the Company has made here.

Company Secretary

Gareth Faith, Molten Ventures plc, 20 Garrick Street, London, WC2E 9BT, United Kingdom

Joint Financial Adviser and Corporate Broker

Numis Securities Limited, 10 Paternoster Square, London, EC4M 7LT, United Kingdom

Joint Financial Adviser and Corporate Broker, Euronext Dublin Sponsor

Goodbody Stockbrokers UC, Ballsbridge Park, Ballsbridge, Dublin 4, Ireland

Legal Advisers to the Company (as to English law)

Gowling WLG (UK) LLP, 4 More London, Riverside, London, SE1 2AU, United Kingdom

Legal Advisers to the Company (as to Irish law)

Maples and Calder (Ireland) LLP, 75 St. Stephen’s Green, Dublin 2, Ireland

Reporting Accountants and Auditors

PricewaterhouseCoopers LLP, 7 More London, Riverside, London, SE1 2RT, United Kingdom

Registrar

Equiniti Limited Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom

Financial Public Relations

Powerscourt Limited, 1 Tudor Street, London, EC4Y 0AH, United Kingdom

See our Results & Reports here and other Company Documents here.

“Company” – Molten Ventures plc

“Directors” or “Board” - the Directors of Molten Ventures from time to time

“Executive Director” - an executive director of Molten Ventures from time to time

“Group” – the Company and all of its subsidiaries and subsidiary undertakings from time to time

“Non-Executive Director” - a non-executive director of Molten Ventures from time to time

“Shareholders” - the shareholders of Molten Ventures plc