AIM rule 26

The following information is provided in accordance with rule 26 of the AIM Rules for Companies. This page was updated on 30 April 2023 unless otherwise stated.

Company information

NIOX Group plc is incorporated in England and Wales under company number 05822706 and its registered office is Hayakawa Building, Edmund Halley Road, Oxford Science Park, Oxford OX4 4GB, UK. 

Its global corporate headquarters are located at Hayakawa Building, Edmund Halley Road, Oxford Science Park, Oxford OX4 4GB, UK and it has commercial operations in the United States, United Kingdom, Germany and China.

The Company is governed by its Articles of Association, which detail rights attached to shares. The Company is subject to the UK City Code on Takeovers and Mergers.

Please click here for a description of the business, and here for details of the Company’s Board.  The Company’s financial reports are available here, regulatory news here and shareholder documents (including AGM notices and documents related to transactions or other voting matters) can be found here.

Company advisers

Company AIM securities

As at 30 April 2023, the Company’s issued share capital consisted of 420,160,864 ordinary shares of 0.08p, each with equal voting rights with no shares held in treasury.  Insofar as the Company is aware, 63.9% of its securities were not in public hands on 30 April 2023.

There are no other exchanges or trading platforms on which the Company has applied or agreed to have any of its securities (including its AIM securities) admitted or traded.

There are no restrictions on the transfer of the Company’s ordinary shares.

Significant shareholdings

Significant shareholder*	% of Company’s issued share capital
Richard Griffiths and controlled undertakings Harwood Capital AstraZeneca plc Charles Stanley Group Danske Bank A/S	27.3 18.5 16.9 5.0 3.9
*Insofar as the Company is aware

Corporate governance

As Chairman of the Board of Directors, I believe that high standards of corporate governance are fundamental to our business and are implemented and supported through appropriate internal policies and procedures. The responsibility for ensuring this framework is effective lies with the Board.  The Board of Directors maintains robust standards of corporate governance and has a number of formally Retained Matters reserved for the Board.

We believe that good corporate governance improves long-term success and performance, whilst simultaneously managing risks and provides an underlying framework of commitment and transparent communications with stakeholders. Consequently, the Company has adopted the Quoted Companies Alliance Corporate Governance Code which is appropriate for the Company’s size and structure. The Board issued a statement of compliance with the Code on 22 March 2023.

Ian Johnson
Chairman

Audit and Risk Committee

The Audit Committee is made up of independent Non-Executive Directors Jo LeCouilliard (Chair), Sharon Curran and Garry Watts. Click here for the Committee’s Terms of Reference.

The Audit and Risk Committee meets at least three times a year at the appropriate times in the reporting and audit cycle.  The Committee has responsibility for, amongst other things, the monitoring of the financial integrity of the financial statements of the Group, the involvement of the Group’s Auditors in that process, reviewing the effectiveness of the Group’s internal control systems and risk management systems and overseeing the process for managing risks across the Group, including reviewing the Group’s corporate risk profile.  It focuses in particular on compliance with legal requirements, accounting standards and AIM rules for Companies and ensuring that an effective system of internal financial control is maintained.  The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports, remains with the Board.

Remuneration Committee

The Remuneration Committee is made up of independent Non-Executive Directors Sharon Curran (Chair), Jo LeCouilliard and Garry Watts. Click here for the Committee’s Terms of Reference.

The Remuneration Committee, which meets at least two times a year, has responsibility for the determination of specific remuneration packages for each of the Executive Directors and any applicable senior executives of the Group, including pension rights and any compensation payments and recommending and monitoring the level and structure of remuneration for senior management, and the implementation of share option, or other performance related, schemes.

Nomination Committee

The Nomination Committee is made up of independent Non-Executive Directors Garry Watts (Chair), Jo LeCouilliard and Sharon Curran. Click here for the Committee’s Terms of Reference.

The Nomination Committee meets at least once a year at appropriate times in the reporting cycle.  The Nomination Committee is responsible for considering and making recommendations to the Board in respect of appointments to the Board. It is also responsible for keeping the structure, size and composition of the Board under regular review, and for making recommendations to the Board with regard to any changes necessary.  The Nomination Committee also considers succession planning, taking into account the skills and expertise that will be needed on the Board in the future.