Midori Carbon Inc.

The Directors are committed to maintaining high standards of corporate governance, and propose, so far as is practicable given the Company’s size and nature, to comply with the QCA Code.

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The Company has established an Audit Committee with formally delegated duties and responsibilities. The Audit Committee comprises of Jonathan Hives, Robert Mayfield and Nicholas Lyth. The composition of this committee may change over time as the composition of the board changes.

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The Audit Committee is responsible for determining the terms of engagement of the Company’s auditors and determining, in consultation with the auditors, the scope of the audit. The Audit Committee receives and reviews reports from management and the Company’s auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Company. The Audit Committee has unrestricted access to the Company’s auditors.

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The Remuneration Committee, which comprises Jonathan Hives, Robert Mayfield and Jonathan Bixby, is responsible for the review and recommendation of the scale and structure of remuneration for senior management, including any bonus arrangements or the award of share options with due regard to the interests of the Shareholders and the performance of the Company.

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The Aquis Rules and Compliance committee comprises Jonathan Bixby, Nicholas Lyth and Robert Mayfield and is responsible for ensuring that the Company complies with the listing and ongoing rules of the Access segment of the Aquis Stock Exchange Growth Market.

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The Board, which meets not less than 4 times a year, ensures that procedures, resources and controls are in place to ensure that AQSE Growth Market Access Rulebook compliance by the Company is operating effectively at all times and that the executive directors are communicating effectively with the Company’s AQSE Corporate Adviser regarding the Company’s ongoing compliance with the AQSE Growth Market Access Rulebook and in relation to all announcements and notifications and potential transactions.

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The Company has adopted a share dealing code for dealings in securities of the Company by the Directors, which is appropriate for a company whose shares are traded on the Access segment of the AQSE Growth Market. This will constitute the Company’s share dealing policy for the purpose of compliance with UK Legislation including UK MAR and Rule 4.1 of the AQSE Growth Market Access Rulebook. It should be noted that the insider dealing legislation set out in the Criminal Justice Act 1993, as well as provisions relating to market abuse, will apply to the Company and dealings in Ordinary Shares.

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The Company has implemented an anti-bribery and corruption policy and also implemented appropriate procedures to ensure that the Board, employees, and consultants comply with the UK Bribery Act 2010.

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The Directors have established financial controls and reporting procedures, which are considered appropriate given the size of and structure of the Company. These controls will be reviewed in the light of any acquisition and adjusted accordingly.

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