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PPHC operates a bipartisan portfolio of independent firms offering US public affairs, crisis management, lobbying and advocacy services on behalf of corporate, trade association and non-profit client organisations.

Aim Rule 26

The information disclosed below is for the purposes of rule 26 of the AIM Rules for Companies.

(Last updated 27 November 2023)

  1. Country of incorporation / main country of operation

    Public Policy Holdings Company plc is incorporated in and subject to the laws of the State of Delaware, United States. Its main country of operation is the United States of America

    PPHC is a non-UK-incorporated company. The rights of the shareholders may be different to shareholders of a company incorporated in the UK.

  2. Description of business
  3. Details of the nominated adviser and other key advisers
  4. Names of Directors
  5. Directors’ biographical details
  6. Directors’ responsibilities

    Along with senior management, the Board is responsible for the Group’s strategic development, monitoring of its business goals, oversight of risk, and maintaining a system of effective corporate governance. The Board reviews the Company’s corporate governance arrangements regularly and expects to evolve these over time, in line with the Company’s growth. The Board delegates responsibilities to Committees and individuals as it sees fit. The Chair’s principal responsibilities are to ensure that the Company and its Board are acting in the best interests of shareholders. The Chair’s leadership of the Board is undertaken in a manner which ensures that the Board retains integrity and effectiveness, creates the right Board dynamic and ensures that all important matters, particularly strategic decisions, receive adequate time and attention at Board meetings. The day-to-day management of the Group’s key divisions is carried out by the Group’s key executives, led by the CEO who reports to the PPHC Board.

    More details on directors’ responsibilities are available in the “Management and Governance” section of the 2022 PPHC Annual Report.

  7. Directors’ committee memberships
  8. Details of the corporate governance code that the AIM company has decided to apply together with details of compliance with that code
  9. Details of other listings or trading platforms

    Public Policy Holding Company plc is listed solely on the London Stock Exchange Alternative Investment Market (AIM).

  10. Whether the AIM company is subject to the UK City Code on Takeovers and Mergers or any other such legislation or code in its country of incorporation or operation

    PPHC is not subject to the Takeover Code because its registered office and its place of central management and control are outside the United Kingdom, the Channel Islands and the Isle of Man. As a result, certain protections that are afforded to shareholders under the Takeover Code, for example in relation to a takeover of a company or certain stakebuilding activities by shareholders, do not apply to the Company. However, the Company has incorporated certain provisions in the Certificate of Incorporation which seek to provide Shareholders with certain protections otherwise afforded by the Takeover Code. These include provisions similar to Rule 9 of the Takeover Code and require that any person who acquires, whether by a series of transactions over a period of time or not, an interest in shares which, taken together with shares in which he or she is already interested or in which persons acting in concert with him or her are interested, carry 30 per cent. or more of the voting rights of the company, is normally required to make a general offer to all the remaining shareholders to acquire their shares. For further information, please see the Admission Document.

  11. Articles of Association
  12. Number of securities in issue, percentage of securities not in public hands and significant shareholders
  13. Latest Annual Report and all other financial reports published in the past 12 months
  14. The AIM company’s annual accounts for the last three years or since admission, whichever is the lesser
  15. All notifications the company has made in the past 12 months
  16. Admission Document
  17. Any circulars / shareholder publications sent to shareholders in the past 12 months
  18. Details of any restrictions on the transfer of securities

    The Common Shares, and Depositary Interests representing Common Shares held in the CREST system, have not been registered under the US Securities Act or the laws of any U.S. state or other U.S. jurisdiction, and may not be offered, sold, pledged or otherwise transferred, directly or indirectly, in or into the United States or to, or for the account or benefit of, any US Person, except pursuant to a transaction meeting the requirements of Rules 901 to 905 (including the Preliminary Notes) of Regulation S, pursuant to an effective registration statement under the US Securities Act or pursuant to another exemption from the registration requirements of the US Securities Act.