AIM Rule 26

The following information is being disclosed in accordance with AIM Rule 26.

Our Perfomance on AIM

Country of Incorporation and Main Country of Operation

TMT Investments PLC is a company incorporated and operating in Jersey.

Share Information (as of 7 Mar 2016)

Issued shares: 27,744,962
Treasury shares: none
Shares not in public hands: 79.57%
Significant Shareholders:
Macmillan Trading Company Limited – 7,030,144 (25.34%)
German Kaplun (via Ramify Consulting Corp) – 5,348,980 (19.28%)
Wissey Trade & Invest Ltd – 5,000,000 (18.02%)
Eclectic Capital Limited – 4,650,000 (16.76%)
Spotlight Global Corp – 2,453,152 (8.84%)
Shareholdings by Directors and Applicable Employees:
German Kaplun (via Ramify Consulting Corp) – 5,348,980 (19.28%)
Alexander Selegenev – 37,000 (0.13%)
Petr Lanin – 10,002 (0.04%)

Shareholder Rights

The rights of shareholders of the Company may be different from the rights of shareholders of a UK Company.

Restrictions on Transfer of Shares

TMT Investments PLC shares are not subject to any restrictions on transfer.

Directors

Yuri Mostovoy, Chairman Of The Board
Alexander Selegenev, Executive Director
James Joseph Mullins, Independent Non-Executive Director
Petr Lanin, Independent, Independent Non-Executive Director
These individuals play a key role in identifying and evaluating prospective investment targets and structuring, negotiating and completing the acquisition and sale of investments. The Board has experience in identifying and executing acquisitions of businesses and corporate finance, as well as the administration and governance of UK and offshore listed vehicles formed for a variety of investment purposes. The Board believes that their collective skills and expertise, access to investment opportunities and ideas and network of contacts should enable them to successfully identify and effect suitable investment opportunities in line with the Investment Strategy.

Corporate Governance

Shareholder communication
The Company places great importance on communication with shareholders. Annual Reports and Accounts, Half Year Accounts and other information is available on the website www.tmtinvestments.com and on request can be mailed to the Company’s shareholders and other parties who have an interest in the Company’s performance.
The Directors review the Company’s Investing Policy on an annual basis.
Audit and internal control
The Directors are responsible for the Company’s internal control framework and for reviewing its effectiveness. Each year the Board reviews all controls, including financial, operational and compliance controls and risk management procedures. The Directors are responsible for ensuring that the Company maintains a system of internal control to provide them with reasonable assurance regarding the reliability of financial information used within the business and for publication and that assets are safeguarded. There are inherent limitations in any system of internal financial control. On the basis that such a system can only provide reasonable but not absolute assurance against material misstatement or loss and that it relates only to the needs of the business at the time, the system as a whole was found by the Directors at the time of approving the accounts to be appropriate to the size of the business.
The Board’s responsibilities and processes
The Board is responsible to shareholders for the overall management of the Company and may exercise all the powers of the Company subject to the provisions of relevant statutes and any directions given by special resolution of the shareholders.
The Board’s committees
The Board is assisted by various standing committees which report regularly to the Board. The membership of these committees is regularly reviewed by the Board. When considering committee membership and chairmanship, the Board aims to ensure that undue reliance is not placed on particular Directors. The terms of reference of the Audit Committee, Remuneration Committee and Nomination Committee provide that no one other than the particular committee chairman and members may attend a meeting unless invited to attend by the relevant committee.
Remuneration Committee
The Company has established a remuneration committee, which currently comprises James Mullins and Petr Lanin, being non-executive members of the Board, with James Mullins appointed as chairman.
Audit Committee
The Company has established an audit committee, which currently comprises James Mullins and Petr Lanin, being non-executive members of the Board, with James Mullins appointed as chairman. The audit committee’s main functions include, amongst other things, reviewing and monitoring internal financial control systems and risk management systems on which the Company is reliant, considering annual and half year accounts and audit reports, making recommendations to the Board in relation to the appointment and remuneration of the Company’s auditors and monitoring and reviewing annually their independence, objectivity, effectiveness and qualifications.
Nomination Committee
The Company has established a Nomination Committee, which considers the appointment of directors to the Company’s board and makes recommendations in this respect. The Nomination Committee currently comprises James Mullins and Alexander Selegenev with James Mullins appointed as Chairman.
Share dealings
The Company has adopted a model code for share dealings in Ordinary Shares setting out the requirements and procedures for director’ and applicable employees in compliance with Rule 21 of the AIM Rules for Companies. Jersey law contains no statutory pre-emption rights on the allotment and issue by the Company of equity securities (being shares in the Company, or rights to subscribe for, or to convert securities into, such shares). However, the Company’s Articles contain certain provisions as to Directors’ authority to issue equity securities and pre-emption rights on issues of equity securities by the Company, further details of which are set out in the Company’s Articles which can be found on the Company’s website.

UK City Code on Takeovers and Mergers

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

Investing Policy

Financial Reports

Shareholder Circulars and Notices

Regulatory Announcements

Corporate Advisers