Cykel AI PLC, an AI research company

Cykel AI PLC was incorporated on 17 January 2018 and registered in England and Wales under the Companies Act 2006 with company number 11155663.

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The Company is headquartered in London, UK.

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‍Registered Office:

16 Great Queen Street, London WC2B 5DG

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‍The Company is subject to the UK Takeover Code.

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‍ISIN: GB00BJ9MHH56; 

SEDOL: BJ9MHH5; 

Legal Entity Identifier: 213800QEO6L6JAS62H02

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As a company with a Standard Listing, the Company is not required to comply with the provisions of the UK Corporate Governance Code. However, the Board are committed to maintaining high standards of corporate governance and intends, so far as is appropriate given the Company's size and nature, to voluntarily comply with the principles of the QCA Code. Due to the size of the Company the Directors acknowledge that full adherence to certain other principles of the QCA Code may be delayed until such time as it becomes appropriate for the Company, taking into account its size, to comply with them in full. 

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To demonstrate the Company's adherence to the QCA Code, the Board will hold timely board meetings as issues arise which require the Board's attention. The Board will be responsible for the management of the business of the Company, setting the strategic direction of the Company and establishing its policies. It will be the Directors’ responsibility to oversee the financial position of the Company and monitor its business and affairs, on behalf of the Shareholders, to whom they are accountable. The primary duty of the Board will be to act in the best interests of the Company at all times. The Board also addresses issues relating to internal control and the Company's approach to risk management.

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In order to implement its business strategy, the Company will establish the following committees, with effect from Admission:

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Audit and Risk Committee

The Board will establish an Audit and Risk Committee with formally delegated duties and responsibilities. The Audit and Risk Committee will be chaired by Jonathan Hives and its other member will be Rob Mayfield. The Audit and Risk Committee will meet at least twice a year and will be responsible for ensuring the financial performance of the Company is properly reported on and monitored, including reviews of the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies, as well as keeping under review the categorisation, monitoring and overall effectiveness of the Company's risk assessment and internal control processes, and to review the Company’s internal financial controls and the Company’s internal control and risk management systems.

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Remuneration Committee

The remuneration committee, which will comprise Jonathan Bixby and Rob Mayfield, will be responsible for the review and recommendation of the scale and structure of remuneration for the Company's, including any bonus arrangements or the award of share options with due regard to the interests of the shareholders and the performance of the Company. The Remuneration Committee will be chaired by Rob Mayfield and will meet at least once a year.

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Share dealings

The Company has adopted and will operate a share dealing code governing the share dealings of the Board and any applicable employees with a view to ensuring compliance with UK MAR.

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The Company has adopted and will operate a share dealing policy regulating trading and confidentiality of inside information for the Board and other persons discharging managerial responsibilities (and persons closely associated with them) which contains provisions appropriate for a company whose shares are admitted to trading on the Official List (particularly relating to dealing during ‘closed periods’ which will be in line with UK MAR). The Company will take all reasonable steps to ensure compliance by the Board and any relevant employees with the terms of the share dealing policy.

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Company Secretary: 

Nicholas Lyth

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Registered Office:

16 Great Queen Street, London WC2B 5DG

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Legal Advisers to the Company:

Druces LLP

Salisbury House

London Wall

London

EC2M 5PS

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Auditors and Reporting Accountants:

PKF Littlejohn LLP

15 Westferry Circus

London

E14 4HD

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Registrar:

Share Registrars Limited

The Courtyard

17 West Street

Farnham

GU9 7DR

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Financial Adviser:

First Sentinel Corporate Finance Ltd

72 Charlotte Street

London

 W1T 4QQ

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First Sentinel Corporate Finance Ltd

020 3855 5551