Investors : Phorm : AIM Rule 26 Compliance

The Board is responsible for creating value for shareholders, determining strategy, investment and acquisition policy, approving significant items of expenditure and consideration of significant financing and legal matters. The Board is chaired by Steven Heyer.

Phorm, Inc. is currently led and controlled by a Board consisting of two Executive Directors and three Non-executive Directors. The Board considers that the Directors each has specific expertise and experience, materially enhancing knowledge, judgement and overall performance of the Board. Click here to see the biographies of the Board of Directors.

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About Board committees

The Board has referred certain responsibilities to the Board Committees set out below which operate within defined terms.

Audit Committee

Christopher Lawrence, Chairman
David Dorman, Member

The purpose of the Audit Committee is:

to ensure that the Company’s accounting and financial policies and controls are proper and effective;
to ensure that internal and external auditing processes are properly co-ordinated and work effectively; and
to ensure the integrity of the financial statements and information published by the Company.

Remuneration Committee

Dave Dorman, Chairman
Christopher Lawrence, Member

The purpose of the Remuneration Committee is:

to consider, determine and approve the amount and form of compensation to be paid to the Chief Executive Officer of the Company and the other executive directors;
to administer the Company’s equity plans, including the Company’s 2003 Stock Incentive Plan (the “Plan”) as the Plan Administrator in accordance with Section 4 of the Plan;
to investigate any activity within its terms of reference;
to seek any information it requires from any employee, independent contractor or director of the Group and the Board shall direct all employees, independent contractors and directors to co-operate with any request made by the Committee;
to obtain outside legal or other independent professional advice at the Company’s expense, including independent remuneration consultants; and
to instruct external professional advisers to attend any meeting if it considers this necessary or appropriate.

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Country of incorporation and main country of operation

Phorm, Inc. is incorporated in Delaware, US, and complies with Delaware law. The main country of operation is the USA.

The rights of shareholders may be different from the rights of shareholders in a UK incorporated company.

Current constitutional documents

Please click below for:

Amended and Restated Certificate of Incorporation of Phorm, Inc.

Bylaws of Phorm, Inc.

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Details of any other exchanges or trading platforms

The Company is not listed on any other exchanges or trading platforms.

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Securities in issue, significant shareholders and percentage ‘not in public hands’

The details of the number of securities in issue, the number of securities held as treasury shares and, insofar as the Company is aware, the percentage of securities that is not in public hands together with, insofar as the Company is aware, the identity and percentage holdings of significant shareholders, are as follows:

As of 14 May 2008, the Company’s issued share capital comprises 13,844,863 common shares with a nominal value of $0.001 each (“Ordinary Shares”), each share having equal voting rights, none of which are held in treasury. Accordingly, the total number of common shares with voting rights is 13,844,863.

As of 14 May 2008, so far as the Company is aware, the following shareholdings hold 3% or more of the common share capital of the Company:

Kent Ertugrul 14.19%
Gestrust SA 9.39%
Fidelity Investment Services Limited 5.52%
Dartley Holdings, Inc 4.55%
Man Financial Limited 4.28%
Majedie Investments PLC 3.90%

Please note that the combined holding for Kent Ertugrul and Dartley Holdings Inc, a Company in which Kent Ertugrul has a beneficial interest, is 18.74%.

In accordance with the AIM Rules, in so far as the Company is aware, the percentage of the Company's issued share capital that is ‘not in public hands’ is 18.74%.

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Significant shareholders - notification

As an overseas company, Phorm is not a DTR company for the purpose of the AIM Rules and, accordingly, shareholders are not legally bound to notify their interests in accordance with the provisions of the Disclosure and Transparency Rules. However, Phorm strongly encourages shareholders to notify Phorm if their shareholding exceeds 3% of the company’s issued share capital (a “Significant Shareholding”) and to further notify Phorm of any changes to a Significant Shareholding which increase or decrease such holding through any single percentage.

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Details of any restrictions on the transfer of securities

The Common Shares of the Company have not been registered under the US Securities Act of 1933, as amended (the "Securities Act") and may not be offered, sold, pledged or otherwise transferred except if such transfer is effected (1) in a transaction meeting the requirements of Regulation S under the Securities Act (2) pursuant to an effective registration statement under the Securities Act, or (3) pursuant to an available exemption from the registration requirements of the Securities Act, in each case in accordance with all applicable Securities Laws and any applicable state, foreign (including UK) or other securities laws. Hedging transactions involving the Common Shares of the Company may not be conducted unless in compliance with the Securities Act. All Common Shares in the capital of the company have the same rights under the Company's constitutional documents. The Company's Common Shares trade under the PHRM.L and PHRX.L ticker symbols. The PHRM.L line of stock represents Common Shares that still bear the Regulation S restrictive legend and may only be traded in certificated form. If the Common Shares meet the requirements of Rule 144(k) of the Securities Act, a holder may transfer the relevant Common Shares from the PHRM.L to the PHRX.L line of stock and the restrictive legend will be removed form the Common Shares. The PHRM shares are subject to certain trading restrictions. The PHRX shares are unrestricted.

As of 1 July, 2008, we had a total of 13,844,863 Common Shares in the Company outstanding (comprising both the PHRM and PHRX shares), all of which are voting shares.

As of 1 July, 2008, we had a total of 13,044,537 PHRM shares outstanding. Of the PHRM shares, 1,610,000 shares were issued on 27 March, 2008, and these shares remain subject to the one-year distribution compliance restrictions on sales to US persons pursuant to Regulation S under the US Securities Act of 1933, as amended. The remainder of our PHRM shares, except those shares periodically issued by the Company as a result of employee stock option exercises, those exercises being publicly disclosed, are not subject to distribution compliance restrictions under Regulation S. However, all our PHRM shares contain US Securities Act of 1933 legends, and absent registration, holders must have an available exemption (e.g. Rule 144) in connection with any sales to US persons.

As of 1 July, 2008, we had a total of 800,326 PHRX shares outstanding. The PHRX shares do not contain any restrictive legend. In general, these shares are freely tradable unless they are held by persons who are (or during the last three months were) affiliates of Phorm.

Holders should consult their legal advisors if they are uncertain of their status.

If you have any questions, please contact

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Financial Reports

Please click on Financial Reports for access to the Company's annual and interim reports from 2004 to present.

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Announcements

Please click on Announcements for access to notifications made by the Company in the past 12 months.

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Admission document and circulars

Please click on Company's Admission Document, dated April 19 2007. A circular was sent to shareholders of Phorm UK, Inc. by the Chairman of the Board regarding the Annual General Meeting on April 2, 2007. There have been no other circulars or similar publications within the past 12 months.

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Advisors

Nominated Advisors (Nomad)
Canaccord | Adams Ltd.
7th Floor Cardinal Place
80 Victoria Street
London SW1E 5JL
Phone:+44 20 7050 6745
Fax: +44 20 7050 6580

Legal Advisors
Nabarro
Lacon House
84 Theobald's Road
London WC1X 8RW
Tel: +44 (0)20 7524 6000
Fax: +44(0)20 7524 6524

Auditors
Deloitte & Touche LLP
Hill House
1 Little New Street
London EC4A 3TR
United Kingdom

Registrar
Capita IRG (Offshore) Limited
Victoria Chambers
Liberation Square
1/3 The Esplanade
St Helier, Jersey

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