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Audit Committee

THE STANLEY GIBBONS GROUP PLC

AUDIT COMMITTEE

TERMS OF REFERENCE

(Adopted 12 March 2008, reviewed 23 March 11, 26 March 2014, 27 October

2016, 11 June 2018 and 31 October 2022)

1. Membership

1.1 The committee shall comprise at least two members. Members of the committee shall be appointed by the board, on the recommendation of the nomination committee in consultation with the chairman of the audit committee.

1.2 All members of the committee shall be non-executive directors at least one of whom shall have recent and relevant financial experience ideally with a professional qualification from one of the accountancy bodies.

1.3 Only members of the committee have the right to attend committee meetings. However, the external auditor and chief finance officer will be invited to attend meetings of the committee on a regular basis and other non-members may be invited to attend all or part of any meeting as and when appropriate and necessary.

1.4 Appointments to the committee shall be for a period of up to three years, extendable by no more than two further three year periods.

1.5 The board shall appoint the committee chairman. In the absence of the committee chairman and/or an appointed deputy, the remaining members present shall elect one of themselves to chair the meeting.

2. Secretary

2.1 The company secretary or their nominee shall act as the secretary of the committee and will ensure that that the committee receives information and papers in a timely manner to enable full and proper consideration to be given to issues.

3. Quorum

3.1 The quorum necessary for the transaction of business shall be 2 members. A duly convened meeting of the committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the committee.

4. Frequency of meetings

4.1 The committee shall meet at least three times a year at appropriate intervals in the reporting and audit cycle and otherwise as required.

4.2 Outside of the formal meeting programme, the committee chairman will maintain a dialogue with key individuals involved in the company’s governance including the board chairman, the chief executive, the chief finance officer and the external audit lead partner.

5. Notice of meetings

5.1 Meetings of the committee shall be convened by the secretary of the committee at the request of any of its members or at the request of external audit lead partner or head of internal audit if they consider it necessary.

5.2 Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the committee, any other person required to attend and all other non-executive directors, no later than 3 working days before the date of the meeting. Supporting papers shall be sent to committee members and to other attendees as appropriate, at the same time.

6. Minutes of meetings

6.1 The secretary shall minute the proceedings and decisions of all meetings of the committee, including recording the names of those present and in attendance.

6.2 Minutes of committee meetings shall be circulated promptly to all members of the committee and, once approved, to all other members of the board, unless it would be inappropriate to do so in the opinion of the committee chairman.

7. Annual General Meeting

7.1 The chairman of the committee shall attend the Annual General Meeting to answer shareholder questions on the committee’s activities.

8. Duties

The committee should carry out the duties below for the parent company, major subsidiary undertakings and the group as a whole, as appropriate.

8.1 Financial reporting

8.1.1 The committee shall monitor the integrity of the financial statements of the company, including its annual and half-yearly reports, interim management statements, preliminary results’ announcements and any other formal announcement relating to its financial performance, reviewing and reporting to the board on significant financial reporting issues and judgments which they contain having regard to matters communicated to it by the auditor.

8.1.2 In particular the committee shall review and challenge where necessary:

8.1.2.1 the consistency of, and any changes to, significant accounting policies both on a year on year basis and across the company/group

8.1.2.2 the methods used to account for significant or unusual transaction where different approaches are possible;

8.1.2.3 whether the company has followed appropriate accounting standards and made appropriate estimates and judgments, taking into account the views of the external auditor;

8.1.2.4 the clarity and completeness of disclosure in the company’s financial reports and the context in which statements are made; and

8.1.2.5 all material information presented with the financial statements, such as the business review and the corporate governance statement relating to the audit and to risk management.

8.1.3 Where the committee is not satisfied with any aspect of the proposed financial reporting by the company, it shall report its views to the board.

8.2 Narrative reporting

8.2.1 Where requested by the board, the committee should review the content of the annual report and accounts and advise the board on whether, taken as a whole, it is fair, balanced and understandable and provides the information necessary for shareholders to assess the company’s performance, business model and strategy.

8.3 Internal controls and risk management systems

The committee shall

8.3.1 keep under review the adequacy and effectiveness of the company’s internal financial controls and internal control and risk management systems; and

8.3.2 review and approve the statements to be included in the annual report concerning internal controls and risk management.

8.4 Whistleblowing and fraud

The committee shall

8.4.1 review the adequacy and security of the company’s arrangements for its employees to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters. The committee shall ensure that these arrangements allow proportionate and independent investigation of such matters and appropriate follow up action;

8.4.2 review the company’s procedures for detecting fraud;

8.4.3 review the company’s systems and controls for the prevention of bribery and receive reports on non-compliance;

8.4.4 review reports from the Money Laundering Reporting Officer and the adequacy and effectiveness of the company’s anti-money laundering systems and controls; and

8.4.5 review reports from the Compliance Officer and keep under review the adequacy and effectiveness of the company’s compliance function.

8.5 Internal audit

If the company resolves to have an internal audit function, the committee shall

8.5.1 monitor and review the effectiveness of the company’s internal audit function in the context of the company’s overall risk management system

8.5.2 approve the appointment and removal of the head of the internal audit function

8.5.3 review and approve the charter of the internal audit function and ensure it has adequate resources and appropriate access to information to enable it to perform its function effectively and in accordance with the relevant professional standards.

The committee shall also ensure the function has adequate standing and is free from management or other restrictions

8.5.4 review and assess the annual internal audit plan

8.5.5 review promptly all reports on the company from the internal auditors

8.5.6 review and monitor management’s responsiveness to the findings and recommendations of the internal auditor; and

8.5.7 meet the head of internal audit at least once a year, without management being present, to discuss their remit and any issues arising from the internal audits carried out. In addition, the head of internal audit shall be given the right of direct access to the chairman of the board and to the committee.

Whilst the company does not have an internal audit function, the committee shall

8.5.8 consider annually whether there should be one and make recommendations to the board accordingly; and

8.5.9 consider explaining the absence of such a function in the annual report

8.6 External Audit

The committee shall

8.6.1 consider and make recommendations to the board, to be put to shareholders for approval at the AGM, in relation to the appointment, reappointment and removal of the company’s external auditor;

8.6.2 ensure that at least once every ten years consideration is given to the audit services contract is put out to tender to enable the committee to compare the quality and effectiveness of the services provided by the incumbent auditor with those of other audit firms; and in respect of such tender oversee the selection process and ensure that all tendering firms have such access as is necessary to information and individuals during the duration of the tendering process;

8.6.3 if an auditor resigns, investigate the issues leading to this and decide whether any action is required;

8.6.4 oversee the relationship with the external auditor including (but not limited to):

8.6.4.1 recommendations on their remuneration, including both fees for audit or non-audit services and that the level of fees is appropriate to enable an adequate audit to be conducted;

8.6.4.2 approval of their terms of engagement, including any engagement letter issued at the start of each audit and the scope of the audit;

8.6.4.3 assessing annually their independence and objectivity taking into account relevant professional and regulatory requirements and the relationship with the auditor as a whole, including the provision of any non-audit services

8.6.4.4 satisfying itself that there are no relationships (such as family, employment, investment, financial or business) between the auditor and the company (other than in the ordinary course of business) which could adversely affect the auditor’s independence and objectivity;

8.6.4.5 agreeing with the board a policy on the employment of former employees of the company’s auditor, then monitoring the implementation of this policy

8.6.4.6 monitoring the auditor’s compliance with relevant ethical and professional guidance on the rotation of audit partners, the level of fees paid by the company compared to the overall fee income of the firm, office and partner and other related requirements

8.6.4.7 assessing annually the qualifications, expertise and resources of the auditor and the effectiveness of the audit process which shall include a report from the external auditor on their own internal quality procedures

8.6.4.8 seeking to ensure co-ordination with the activities of the internal audit function; and

8.6.4.9 evaluating the risks to the quality and effectiveness of the financial reporting process and consideration of the need to include the risk of the withdrawal of their auditor from the market in that evaluation.

8.6.5 meet regularly with the external auditor, (including once at the planning stage before the audit and once after the audit at the reporting stage). The committee shall meet the external auditor at least once a year, without management being present, to discuss their remit and any issues arising from the audit

8.6.6 review and approve the annual audit plan and ensure that it is consistent with the scope of the audit engagement having regard to the seniority, expertise and experience of the audit team; and

8.6.7 review the findings of the audit with the external auditor. This shall include, but not be limited to, the following

8.6.7.1 a discussion of any major issues which arose during the audit;

8.6.7.2 key accounting and audit judgments;

8.6.7.3 levels of errors identified during the audit; and

8.6.7.4 the effectiveness of the audit process.

The committee shall also

8.6.8 review any representation letter(s) requested by the external auditor before they are signed by management

8.6.9 review the management letter and management’s response to the auditor’s findings; and recommendations; and

8.6.10 develop and implement a policy on the supply of non-audit services by the external auditor to avoid any threat to auditor objectivity and independence, taking into account any relevant ethical guidance on the matter.

9 Reporting responsibilities

9.1 The committee chairman shall report formally to the board on its proceedings at least once per annum on all matters within its duties and responsibilities and shall also formally report to the board on how it has discharged its responsibilities.

This report shall include:

9.1.1 the significant issues that it considered in relation to the financial statements (required under clause 8.1.1) and how these were addressed:

9.1.2 its assessment of the effectiveness of the external audit process (required under clause 8.6.4.7) and its recommendations on the appointment or reappointment of the external auditor; and

9.1.3 any other issues on which the board has requested the committee’s opinion.

9.2 The committee shall make whatever recommendations to the board it deems appropriate on any area within its remit where action or improvement is needed.

9.3 The committee shall compile a report on its activities to be included in the company’s annual report.

9.4 In compiling the reports referred to in clauses 9.1 and 9.3 the committee should exercise judgement in deciding which of the issues it considers in relation to the financial statements are significant but should include at least those matters that have informed the board’s assessment of whether the company is a going concern. The report to shareholders need not repeat the information disclosed elsewhere in the annual report and accounts but could provide cross references to that information.

10. Other matters

The committee shall

10.1 have access to sufficient resources in order to carry out its duties, including access to the company secretariat for assistance as required;

10.2 be provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members;

10.3 give due consideration to laws and regulations, the provisions of the Code and the requirements of the UK Listing Authority’s Listing, Prospectus and Disclosure and Transparency Rules and any other applicable rules, as appropriate;

10.4 be responsible for co-ordination of the internal and external auditors;

10.5 oversee any investigation of activities which are within its terms of reference;

10.6 at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the board for approval; and

10.7 work and liaise as necessary with all other board committees.

11. Authority

The committee is authorised

11.1 to seek any information it requires from any employee of the company in order to perform its duties;

11.2 obtain, at the company’s expense, independent legal, accounting or other professional advice on any matter it believes it necessary to do so;

11.3 to call any employee to be questioned at a meeting of the committee as and when required; and

11.4 have the right to publish in the company’s annual report, details of any issues that cannot be resolved between the committee and the board.

Approved by the Board 31 October 2022

Nomination Committee

THE STANLEY GIBBONS GROUP PLC

NOMINATION COMMITTEE

TERMS OF REFERENCE

(Revised and adopted 23 March 2011, 27 October 2016 and 31 October 2022)

1. Membership

1.1. The committee shall comprise of at least 2 directors. A majority of the members of the committee should be non-executive directors.

1.2. Only members of the committee have the right to attend committee meetings.

However, other individuals such as the chief executive, head of human resources and external advisers may be invited to attend for all or part of any meeting, as and when appropriate and necessary.

1.3. Appointments to the committee are made by the board and shall be for a period of up to three years, which may be extended for one further three-year period provided the director still meets the criteria for membership of the committee.

1.4. The board shall appoint the committee chairman who should be either the chairman of the board or a non-executive director. In the absence of the committee chairman and/or an appointed deputy, the remaining members present shall elect one of their number to chair the meeting from those who would qualify under these terms of reference to be appointed to that position by the board. The chairman of the board shall not chair the committee when it is dealing with the matter of succession to the chairmanship.

2. Secretary

2.1. The company secretary or his/her nominee shall act as the secretary of the committee.

3. Quorum

3.1. The quorum necessary for the transaction of business shall be 2. A duly convened meeting of the committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the committee.

4. Frequency of meetings

4.1. The committee shall meet at least twice a year and at such other times as the chairman of the committee shall require.

5. Notice of meetings

5.1. Meetings of the committee shall be called by the secretary of the committee at the request of the committee chairman.

5.2. Unless otherwise agreed, notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed, shall be forwarded to each member of the committee, any other person required to attend and all other non-executive directors, no later than 3 working days before the date of the meeting. Supporting papers shall be sent to committee members and to other attendees as appropriate, at the same time.

6. Minutes of meetings

6.1. The secretary shall minute the proceedings and resolutions of all committee meetings, including the names of those present and in attendance.

6.2. Minutes of committee meetings shall be circulated promptly to all members of the committee and the chairman of the board and, once agreed, to all other members of the board, unless it would be inappropriate to do so.

7. Annual General Meeting

7.1. The committee chairman shall attend the annual general meeting prepared to respond to any shareholder questions on the committee’s activities.

8. Duties

The committee shall carry out the duties below for the parent company, major subsidiary undertakings and the group as a whole, as appropriate.

8.1. The committee shall

8.1.1. regularly review the structure, size and composition (including the skills, knowledge, experience and diversity) required of the board and make recommendations to the board with regard to any changes

8.1.2. give full consideration to succession planning for directors and other senior executives in the course of its work, taking into account the challenges and opportunities facing the company, and what skills and expertise are therefore needed on the board in the future

8.1.3. be responsible for identifying and nominating for the approval of the board, candidates to fill board vacancies as and when they arise

8.1.4. before any appointment is made by the board, evaluate the balance of skills, knowledge, experience and diversity on the board, and, in the light of this evaluation prepare a description of the role and capabilities required for a particular appointment. In identifying suitable candidates the committee shall

8.1.4.1 use open advertising or the services of external advisers to facilitate the search

8.1.4.2 consider candidates from a wide range of backgrounds

8.1.4.3 consider candidates on merit and against objective criteria and with due regard for the benefits of diversity on the board, including gender, taking care that appointees have enough time available to devote to the position

8.1.5. keep under review the leadership needs of the organisation, both executive and non-executive, with a view to ensuring the continued ability of the organisation to compete effectively in the marketplace

8.1.6. keep up to date and fully informed about strategic issues and commercial changes affecting the company and the market in which it operates

8.1.7. for the appointment of a chairman, the committee should prepare a job specification, including the time commitment expected. A proposed chairman’s other significant commitments should be

disclosed to the board before appointment and any changes to the chairman’s commitments should be reported to the board as they arise

8.1.8. prior to the appointment of a director, the proposed appointee should be required to disclose any other business interests that may result in a conflict of interest and be required to report any future business interests that could result in a conflict of interest

8.1.9. review annually the time required from non-executive directors. Performance evaluation should be used to assess whether the non-executive directors are spending enough time to fulfill their duties

8.1.10. review the results of the board performance evaluation process that relate to the composition of the board

8.1.11. ensure that on appointment to the board, non-executive directors receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, committee service and involvement outside board meetings

8.2. The committee shall also make recommendations to the board concerning:

8.2.1. formulating plans for succession for both executive and non-executive directors and in particular for the key roles of chairman and chief executive

8.2.2. suitable candidates for the role of senior independent director

8.2.3. membership of the audit and remuneration committees, in consultation with the chairmen of those committees

8.2.4. the re-appointment of any non-executive director at the conclusion of their specified term of office having given due regard to their performance and ability to continue to contribute to the board in the light of the knowledge, skills and experience required

8.2.5. the re-election by shareholders of any director under the “retirement by rotation” provisions in the company’s articles of association having due regard to their performance and ability to continue to contribute to the board in the light of the knowledge, skills and experience required and the need for progressive refreshing of the board (particularly in relation to directors being re-elected for a term beyond six years)

8.2.6. any matters relating to the continuation in office of any director at any time including the suspension or termination of service of an executive director as an employee of the company subject to the provisions of the law and their service contract

8.2.7. the appointment of any director to executive or other office

9. Reporting responsibilities

9.1. The committee chairman shall report to the board on its proceedings after each meeting on all matters within its duties and responsibilities.

9.2. The committee shall make whatever recommendations to the board it deems appropriate on any area within its remit where action or improvement is needed.

9.3. The committee shall produce a report to be included in the company’s annual report about its activities, the process used to make appointments and explain if external advice or open advertising has not been used.

10. Other

10.1. The committee shall:

10.2. have access to sufficient resources in order to carry out its duties, including access to the company secretariat for assistance as required

10.3. be provided with appropriate and timely training, both in the form of an induction programme for new members and an ongoing basis for all members

10.4. give due consideration to laws and regulations, the provisions of the Code, the requirements of the AIM Rules and any other applicable rules, as appropriate

10.5. arrange for periodic reviews of its own performance and, at least annually review its constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the board for approval.

11. Authority

11.1 The committee is authorised to obtain, at the company’s expense, outside legal or other professional advice on any matters within its terms of reference.

Adopted by the Board 31 October 2022

Remuneration Committee

THE STANLEY GIBBONS GROUP PLC

REMUNERATION COMMITTEE

TERMS OF REFERENCE

(Revised and adopted 23 March 2011, 27 October 2016, 22 February 2022 and 31 October 2022)

1. Membership

1.1. Members of the committee shall be appointed by the board, on the recommendation of the nomination committee and in consultation with the chairman of the remuneration committee. The committee shall be made up of at least 2 members, all of whom shall be non-executive directors. The chairman of the board may also serve on the committee as an additional member if he or she was considered independent on appointment as chairman.

1.2. Only members of the committee have the right to attend committee meetings. However, other individuals such as the chief executive, the head of human resources and external advisers may be invited to attend for all or part of any meeting as and when appropriate.

1.3. Appointments to the committee shall be for a period of up to three years, which may be extended for two further three-year periods, provided the director still meets the criteria for membership of the committee.

1.4. The board shall appoint the committee chairman who shall be a non-executive director. In the absence of the committee chairman and/or an appointed deputy, the remaining members present shall elect one of themselves to chair the meeting. The chairman of the board shall not be chairman of the committee.

2. Secretary

2.1. The company secretary or their nominee shall act as the secretary of the committee.

3. Quorum

3.1. The quorum necessary for the transaction of business shall be 2. A duly convened meeting of the committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the committee.

4. Meetings

4.1. The committee shall meet at least twice a year and at such other times as the chairman of the committee shall require.

5. Notice of meetings

5.1. Meetings of the committee shall be called by the secretary of the committee at the request of the committee chairman.

5.2. Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the committee, any other person required to attend and all other non-executive directors, no later than 3 working days

before the date of the meeting. Supporting papers shall be sent to committee members and to other attendees as appropriate, at the same time.

6. Minutes of meetings

6.1. The secretary shall minute the proceedings and resolutions of all committee meetings, including the names of those present and in attendance.

6.2. Draft minutes of committee meetings shall be circulated promptly to all members of the committee and, once agreed, to all members of the board, unless it would be inappropriate to do so.

7. Annual general meeting

7.1. The chairman of the committee shall attend the annual general meeting prepared to

8. Duties

The committee shall carry out the duties below for the parent company, major subsidiary undertakings and the group as a whole, as appropriate.

The committee shall

8.1. determine and agree with the board the framework or broad policy for the remuneration of the company’s chief executive, chairman, the executive directors, the company secretary, the directors of any Group company, any other employee whose total annual remuneration package is £100,000 or more and such other members of the executive management as it is designated to consider. The remuneration of non-executive directors shall be a matter for the chairman and the executive members of the board. No director or manager shall be involved in any decisions as to their own remuneration.

8.2. in determining such policy, take into account all factors which it deems necessary. The objective of such policy shall be to ensure that members of the executive management of the company are provided with appropriate incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the company

8.3. review the ongoing appropriateness and relevance of the remuneration policy

8.4. approve the design of, and determine targets for, any performance related pay schemes operated by the company and approve the total annual payments made under such schemes

8.5. review the design of all share incentive plans for approval by the board and shareholders. For any such plans, determine each year whether awards will be made,

and if so, the overall amount of such awards, the individual awards to executive directors and other designated senior executives and the performance targets to be used

8.6. determine the policy for, and scope of, pension arrangements for each executive director and other designated senior executives

8.7. ensure that contractual terms on termination, and any payments made, are fair to the individual and the company, that failure is not rewarded and that the duty to mitigate loss is fully recognised

8.8. within the terms of the agreed policy and in consultation with the chairman and/or chief executive as appropriate, determine the total individual remuneration package of the chairman, each executive

director, company secretary and other designated senior executives including bonuses, incentive payments and share options or other share awards

8.9. in determining such packages and arrangements, give due regard to any relevant legal requirements, the provisions and recommendations in the UK Corporate Governance Code and associated guidance

8.10. review and note annually the remuneration trends across the company or group

8.11. oversee any major changes in employee benefits structures throughout the company or group

8.12. oversee the company annual pay review and any extraordinary pay awards throughout the company prior to them being made.

8.13. review the design of companywide incentive schemes.

8.14. agree the policy for authorising claims for expenses from the chief executive and chairman

8.15. ensure that all provisions regarding disclosure of remuneration, including pensions, are fulfilled

8.16. be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants who advise the committee

8.17. obtain reliable, up-to-date information about remuneration in other companies. The committee shall have full authority to appoint remuneration consultants and to commission any reports or surveys which it deems necessary to help it fulfil its obligations, within budgetary restraints imposed by the board

9. Reporting responsibilities

9.1. The committee chairman shall report formally to the board on its proceedings after each meeting on all matters within its duties and responsibilities

9.2. The committee shall make whatever recommendations to the board it deems appropriate on any area within its remit where action or improvement is needed

9.3. The committee shall produce an annual report of the company’s remuneration policy and practices which will form part of the company’s annual report and ensure each year that it is put to shareholders for approval at the AGM

10. Other

The committee shall

10.1. at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the board for approval

10.2. have access to sufficient resources in order to carry out its duties, including access to the company secretariat for assistance as required

10.3. be provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members

10.4. give due consideration to laws and regulations, the provisions of the Code and any other applicable Rules, as appropriate.

11. Authority

11.1. The committee is authorised by the board to seek any information it requires from any employee of the company in order to perform its duties.

11.2. In connection with its duties the committee is authorised by the board, at the company’s expense.

11.2.1 to obtain any outside legal or other professional advice

11.2.2 within any budgetary restraints imposed by the board, to appoint remuneration consultants, and to commission or purchase any relevant reports, surveys or information which it deems necessary to help fulfil its duties

Adopted by the Board 31 October 2022.