Investors

Michael Edwards
Executive Director

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Mike has started and invested in technology companies for over 20 years. Mike has a wealth of experience in building and scaling technology companies in private and public markets, including Punch'd, which was sold to Google, Summify, which was acquired by Twitter, Wander, which was acquired by Yahoo, AreaConnect, which was sold to Marchex, Wylie Interactive, which was acquired by Zynga, and PasswordBox, which was acquired by Intel.

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He was the cofounder and president of Argo Blockchain PLC, a company established to provide cryptocurrency mining services and which was admitted trading on the London Stock Exchange's Main Market for listed securities in August 2018 that reached a 2Bn USD valuation in 2022.

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Mike is also a current Board member of Eastside Games Group Inc, listed on the Toronto Stock Exchange. East Side Games Group is a mobile game platform technology company and development and publishing group powerhouse creating legendary games. He is also the co-founder and director of NFT Investments Plc, the first publicly traded vehicle for the new NFT asset class; AQRU PLC, a publicly traded issuer building and investing in Cryptocurrency and DeFi assets; Ora Technology Plc, the first carbon credit trading platform listed on the Aquis Stock Exchange; and Flex Labs Inc, the first AI middleware solution listed in the Aquis Stock Exchange.

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Nicholas Lyth
Chief Financial Officer

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Nicholas Lyth is a UK-based experienced finance director and qualified accountant with extensive experience advising quoted companies including AIM listed companies Univision Engineering Ltd, Altona Energy PLC and Taihua PLC. For two years, Nicholas was Group Finance and Purchasing Director of Belle Group, a manufacturer of engineering equipment operating across Europe, the US and Asia. He was also Head of Finance at Fothergill Group, a UK manufacturer of technical industrial fabrics, between 1996 and 2003. In his early career, Nicholas was a management accountant at Courtaulds plc and Rotunda plc.

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Misha Sher
Non-Executive Director

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Misha is a senior marketing executive with over two decades of experience working with leading brands, rights holders and talent. Mr Sher spearheaded the growth of an award-winning sports, entertainment and culture business unit at MediaCom, one of the world’s largest media and communications agencies. He has worked with some of the world’s largest brands including eBay, Uber, Coca-Cola, P&G, American Airlines, Apple and Toyota on investment in leading cultural properties. He currently serves as NED at the European Sponsorship Association.

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Matthew Lodge
Non-Executive Director

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Matthew Lodge is an accomplished entrepreneur, investor, and advisor with a career spanning more than 25 years. He is the founder of King Tide Carbon, a biosynthetic algae and seaweed carbon sequestration-as-a-service company. The company has a clear mission to deliver sustainable, scalable, and high-quality carbon removal credits that ensure a reliable supply to support global and national commitments to achieving net-zero carbon emissions by 2050.
Matthew's experience working in Southeast Asia for over 15 years has given him a deep understanding of the region's unique business environment and cultural nuances. He leverages this expertise to provide strategic advice to businesses looking to expand into the region.

Apart from his role as the founder of King Tide Carbon, Matthew has also mentored and advised several early-stage companies. He is a frequent speaker at conferences and events, sharing his insights and expertise on Southeast Asia's business landscape.

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Aja Ventures Inc. – 27,000,000 – 4.48%

Mike Edwards - Director of the Company - 10,233,333 - 1.70%

As a company with a Standard Listing, Cel AI PLC is not required to comply with the provisions of the Corporate Governance Code published by the Financial Reporting Council (FRC Corporate Governance Code). The Company notes that it will not undertake the following steps required by the FRC Corporate Governance Code in that:

• given the size of the Board and the Company’s current status, certain provisions of the FRC Corporate Governance Code (in particular the provisions relating to the composition of the Board and the division of responsibilities between the Chairman and chief executive and executive compensation), are not being complied with by the Company as the Board considers these provisions to be inapplicable to the Company;
• the Company will not initially have separate audit and risk, nominations or remuneration committees. The Board as a whole will instead review audit and risk matters, as well as the Board’s size, structure and composition and the scale and structure of the Directors’ fees, taking into account the interests of Shareholders and the performance of the Company, and will take responsibility for the appointment of auditors and payment of their audit fee, monitor and review the integrity of the Company’s financial statements and take responsibility for any formal announcements on the Company’s financial performance;
• the FRC Corporate Governance Code recommends the submission of all directors for re-election at annual intervals. None of the Directors will be required to be submitted for re-election until the first annual general meeting of the Company; and
• the Board does not comply with the provision of the FRC Corporate Governance Code that at least half of the Board, excluding the Chairman, should comprise non-executive directors determined by the Board to be independent. In addition, the Company has not appointed a senior independent director. The Company intends to appoint additional independent non-executive directors in the future so that the Board complies with these provisions.
• However, in the interests of observing best practice on corporate governance, the Company intends to comply with the provisions of the Corporate Governance Code published by the Quoted Companies Alliance (QCA Corporate Governance Code) insofar as is appropriate having regard to the size and nature of the Company and the size and composition of the Board.
  

The Company’s Standard Listing means that it is also not required to comply with those provisions of the Listing Rules which only apply to companies on the Premium List. The FCA, in its capacity as UK Listing Authority, will not have the authority to (and will not) monitor the Company’s compliance with any of the Listing Rules which the Company has indicated that it intends to comply with on a voluntary basis, nor to impose sanctions in respect of any failure by the Company so to comply. However, the FCA would be able to impose sanctions for non-compliance where the statements in its Prospectus are themselves misleading, false or deceptive.

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Registered Office

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9th Floor
16 Great Queen Street
London WC2B 5DG

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Registrars

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Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS13 8AE

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Solicitors to the Company

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Fladgate LLP
9th Floor
16 Great Queen Street
London WC2B 5DG

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Media Relations

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First Sentinel
72 Charlotte Street
London W1T 4QQ

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Corporate Stockbrokers

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First Sentinel
72 Charlotte Street
London W1T 4QQ

Novum Securities Ltd
57 Berkeley Square
London W1J 6ER

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Auditors and Reporting Accountants

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PKF Littlejohn LLP
15 Westferry Circus
Canary Wharf
London E14 4HD

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