Aim Rule 26 Incubating and developing the future

Online Blockchain Plc ( www.onlineblockchain.io) is the UK's leading blockchain research and development incubator. As custodians of innovation in the space, Online Blockchain strives to foster revolutionary ideas and technologies in the emerging cryptocurrency and blockchain industry.

Beaumont Cornish Limited, 2nd Floor, Bowman House, 29 Wilson Street London, EC2M 2SJ

If any parties offers gifts or hospitality to employees. Employees must not accept any gifts in the course of their business without the prior approval from Compliance and a Director. As all client entertainment and client benefits (such payment of client’s Online account) are covered by the act, employees must seek the Finance Director’s prior permission. These are normally permissible provided they are reasonable and proportionate. Any employee that encounters a breach of policy can report their concerns in confidence and without fear of reprisals to their compliance officer. All reports are taken seriously and, where appropriate, investigated in more depth. No employee is discriminated against in any way as a result of reporting in good faith. Our policy on bribery and corruption is fully supported by the Board of Directors. Any breach of policy by any employee will be considered as grounds for disciplinary action, which may result in dismissal from the firm.

Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen West Midlands, B63 3DA T: 0121 585 1131 E: [email protected] W : www.nevilleregistrars.co.uk Contact Name : Emma Winnall

Field Fisher Waterhouse, 35 Vine Street, London, EC3N 2AA

The Group is led and controlled by the Board of Online Blockchain Plc, currently comprising of a Chairman, Chief Executive Officer and Technical Director. The Board meets regularly to consider strategy and policy, major capital expenditure and all aspects of the Group’s activities and business operations. The Board has a formal schedule of matters reserved specifically for decision by the Board. Effectively, no decision of any material consequence is made other than by the Directors and all Directors participate in the key areas of decision-making. The Board is responsible to shareholders for the proper management of the Group.

There is no agreed formal procedure for the Directors to take independent professional advice at the Group’s expense. However, independent professional advice is made available where considered appropriate. In accordance with the Company’s Bye-Laws, Directors submit themselves for re-appointment at the Annual General Meeting in rotation at the Annual General Meeting. The Board is committed to high standards of governance and aims to create a culture which demands the same commitment and performance from all of our employees and contractors and in all our business activities. We continue to build organisational capacity and improve our management processes and procedures. We seek to strike a balance between entrepreneurial risk-taking and prudent risk management, maintaining high standards of corporate governance without compromising Online's unique culture.

The Board is responsible for the overall Group strategy, the appointment and removal of any Director, the approval of the Group’s annual budget, acquisition and divestment policy, approval of major capital expenditures, the overall capital structure of the Group, the consideration of significant financing and operational matters, and the approval of management incentive schemes. In addition, the Board is responsible for ensuring that major business risks are actively monitored and managed and is responsible to shareholders for the proper management of the Group. The Board has conferred certain responsibilities to the following Board Committees. Each Committee is composed of two Directors. Currently the Company’s Chief Executive Officer is chairman of the Remuneration Committee and the company's Technical Director is chairman of the Audit and Risk Committee.

The Company has an Audit Committee comprised of Jon Mullins and Michael Hodges. It meets at least once a year and is responsible for ensuring that the financial performance of the Group is properly reported on and monitored and for meeting the auditors and reviewing the reports from the auditors relating to the accounts and internal control systems.

The Remuneration Committee comprises of Clem Chambers and Michael Hodges. It is responsible for reviewing the performance of the executive Directors and sets the scale and structure of their remuneration and the basis of their service contracts bearing in mind the interests of shareholders. The Remuneration Committee also determines the allocation of share options to employees.

In April 2018, the Quoted Companies Alliance (QCA) published an updated version of its Code which provides UK small and mid-sized companies with a corporate governance framework that is appropriate for a Company of our size and nature.

The Board considers the principles and recommendations contained in the QCA Code are appropriate and have therefore chosen to apply the QCA Code. The updated 2018 QCA Code has 10 principles that should be applied. Each principle is listed below together with an explanation of how the Company applies or otherwise departs from each of the principles.

Corporate Governance Statement

The Board recognises that it is accountable to Shareholders for the performance and activities of the Company and to this end is committed to providing effective communication with the Shareholders of the Company.

Significant developments are disseminated through stock exchange announcements and regular updates of the Company website where descriptions of the investee company projects are available and updated quarterly or whenever there is a significant event. In addition, copies of any third party comment are available. On the website, Shareholders may sign up to receive news releases directly by email.

The Board views the Annual General Meeting as an important forum for communication between the Company and its Shareholders and encourages Shareholders to express their views on the Company’s business activities and performance.

The Directors acknowledge their responsibility for the Group’s systems of internal controls and for reviewing their effectiveness. These internal controls are designed to safeguard the assets of the Group and to ensure the reliability of financial information for both internal use and external publication.

Online Blockchain Plc is listed on the AIM market. It is not listed on any other exchanges or trading platforms.

Online Blockchain Plc embraces a culture of zero tolerance policy of bribery and corruption throughout all of its business lines. It is Online Blockchain's policy to comply with all laws, rules and regulations governing anti-bribery and anti-corruption law. Online Blockchain Plc is committed to conducting its business and affairs so as to ensure that it does not engage in, or facilitate, any form of corruption. Online Blockchain Plc defines bribery and corruption as follows: The receiving or offering of any undue reward by or to any holder of public office, employee, colleague or representative of any other organisation, designed to influence us in the exercise of their duty, and to incline them to act contrary to accepted standards of honesty and integrity. The misuse of public office or public power for private gain by offering or promising anything of value, whether directly or indirectly, to a public official or a political candidate, party or party official in order to obtain, retain or direct business, or to secure any improper business advantage. Also included is the demanding or accepting of anything of value by such a person as a condition to conferring an improper business advantage, whether directly indirectly.

The Bribery Act was given Royal Assent in 8th April 2010 and came into force on 1st July 2011. It is an offence to give/receive a bribe; to promise/offer/request/agree to receive a bribe; to bribe a foreign public official and for a senior officer to consent/connive in any such offence.

Online's Bribery and Corruption Policy applies to all employees, including those with trading names of Online Blockchain Plc in which Online Blockchain Plc has a controlling interest, as well as contract services consultants, contractors, irrespective of their location, function, grade or standing. Subsidiaries in which Online Blockchain Plc does not have a controlling interest (any joint ventures in which Online Blockchain Plc participates) are encouraged to apply the policy. Online Blockchain Plc's Bribery and Corruption Policy requires that all employees will require prior permission from the CEO or Finance Director for the following: Offering Hospitality and promotional expenditure to clients (including their family), brokers or any parties connected with Online Blockchain Plc. ​ Any expenses involving Business partners, joint ventures, etc.