Shares in issue and significant shareholders

MXC Capital Limited has two classes of securities; ordinary shares of no par value which are traded on AIM, the market of that name operated by the London Stock Exchange and unquoted redeemable B shares which do not hold any exercisable voting rights. The Company has not applied or agreed to have any of its securities admitted or traded on any other exchange or trading platform and there are no restrictions on the transfer of its AIM securities.

The number of ordinary shares in issue as at 3 December 2019 is 65,742,407. There are no ordinary shares held in Treasury.

The percentage of ordinary shares not in public hands as at 3 December 2019 is 57.61%.

Significant shareholdings as at 3 December 2019 are:

Name of Shareholder Ordinary Shares %
Tony Weaver* 11,481,901 17.46%
Ian Smith, Director of MXC Capital Limited** 10,165,122 15.46%
Nigel Wray 8,541,748 12.99%
Oak Trust (Guernsey) Limited as Trustee of The MXC Employee Benefit Trust 7,401,700 11.26%
Martin Bolland 4,272,131 6.50%
Huntress (CI) Nominees Limited 2,786,742 4.24%
Stuart Nebbett 2,074,817 3.16%
Peter Rigg, Director of MXC Capital Limited**** 249,947 0.38%
 Paul Guilbert, Director of MXC Capital Limited 40,917 0.06%

*Tony Weaver holds 11,253,564 ordinary shares personally, 228,337 are held by his Self Invested Pension Plan.
**Ian Smith holds 9,216,330 ordinary shares personally, 948,792 are held by his Self Invested Pension Plan.

**** 54,735 ordinary shares are held by Nicola Rigg, wife of Peter Rigg

Corporate governance and committees
of the board

The Directors recognise the importance of sound corporate governance and has adopted the new Quoted Companies Alliance Corporate Governance Code (the “QCA Code”). The Corporate Governance Statement explaining how we seek to comply with each of the QCA’s 10 principles can be found in the Company Documents section below.

The group holds board meetings periodically as issues arise which require the attention of the board. The board is responsible for the management of the business of the group, setting the strategic direction of the group and establishing the policies of the group. It is the board’s responsibility to oversee and monitor the financial position, the business and the affairs of the group on behalf of the shareholders, to whom the directors are accountable. The primary duty of the board is to act in the best interests of the group at all times. The board also address any issues relating to internal control and the group’s approach to risk management.

The group has also established a remuneration committee (the “Remuneration Committee”) and an audit committee (the “Audit Committee”) with formally delegated duties and responsibilities.

The Remuneration Committee, which comprises Paul Guilbert as Chairman, Peter Rigg and Simon Freer will meet not less than twice each year. The committee is responsible for the review and recommendation of the scale and structure of remuneration for senior management, including any bonus arrangements or the award of share options with due regard to the interests of the shareholders and the performance of the group.

The Audit Committee, which comprises Paul Guilbert as Chairman, Peter Rigg and Simon Freer will meet not less than twice a year. The committee is responsible for making recommendations to the board on the appointment of auditors and the audit fee and for ensuring that the financial performance of the group is properly monitored and reported. In addition, the Audit Committee receive and review reports from management and the auditors relating to the interim report, the annual report and accounts and the internal control systems of the group.

The group has adopted and will operate a share dealing code governing the share dealings in the company’s shares of the board and applicable employees with a view to ensuring compliance with the AIM Rules.

Company documents

Corporate Governance Statement
Articles of Incorporation - adopted 26.01.17
Proposed Articles of Incorporation (showing changes)
Proposed Articles of Incorporation
Proposed Tender Offer Circular
Proposed Tender Offer Circular
Memorandum and Articles of Incorporation
Re-domicile Scheme of Arrangement
Admission Document