PLUS 2009

The following details the PLUS Markets Group plc Board of Directors - names, brief biographies - and descriptions of the board commitees and responsibilities

STEPHEN HAZELL-SMITH (53)
Independent Non-executive Chairman ^‡
(from 20 January 2005)

Stephen is a UK institutional fund manager by background, including the founder and Managing Director of Rutherford Asset Management Ltd, where he created a number of highly successful smaller company investment vehicles, including Herald Investment Trust and Beacon Investment Trust. In 1997 he sold Rutherford Asset Management to Close Brothers Group and joined Close Investment Limited as Managing Director, where he was responsible for launching the Close Brothers AIM VCT. He is a director of Close Brothers AIM VCT plc, Chairman of Phoenix VCT plc and Chairman of Conduit PR Ltd, a financial public relations firm.

SIMON BRICKLES (42)
Chief Executive Officer
(from 1 November 2004)

Simon was previously employed as head of AIM at the London Stock Exchange, having served as its regulator as a member of the market's founding team. Simon was responsible for writing the original AIM Rules, introducing a fast-track procedure for companies with overseas listings and lobbying to secure AIM's positioning under the current European legislative framework. He also marketed and promoted AIM in the UK and overseas. Prior to that he practiced as a barrister. He was educated at Emmanuel College, Cambridge and the City University.

NEMONE WYNN-EVANS (34)
Chief Financial Officer
(from 19 September 2008)

Nemone joined PLUS Markets Group in 2004 as a member of the current management team. She has an MBA from Cranfield School of Management and is a graduate of Merton College, Oxford. She spent several years working in corporate finance and broking at KPMG and HSBC, prior to a relationship management role at the London Stock Exchange.

CYRIL THERET (36)
Business Development Director
(from 8 January 2007)

Cyril has been responsible for sales activities at the Company since January 2004. He previously spent five years with the London Stock Exchange where he held positions in market supervision and issuer services including Business Development Manager for North America. Cyril previously worked for State Street Bank and Trust in Paris, Munich and London. He holds a Maitrise d'Ingenierie Financiere and B.A. in International Economics.

STEPHEN ALLCOCK QC (55)
Independent Non-executive Director ^{* †}
(from 1 January 2006)

Stephen is a Tax Barrister by profession, becoming a QC in 1993 and retiring from the Bar in 1999. Subsequently, he served as a Director at PricewaterhouseCoopers in their Private Client Department. Stephen pursues various interests in small businesses and he is a private investor in the stock market, in private equity and in commercial property.

IAN SALTER (64)
Independent Non-executive Director ^{* ‡}
(from 8 January 2007)

Ian was Non-executive Deputy Chairman of the London Stock Exchange from 1990 until 2004. He is Investment Director of Tilney Investment Management, London, which took over SG Investment Management Limited where he had been Managing Director. He is a member of the Finance Committee for the City Take-Over Panel and sat on the Code Committee. He also served on the Financial Reporting Council for eight years and was a member of the UK Listing Authority Advisory Committee.

NICHOLAS SMITH (55)
Independent Non-executive Director ^{* †}
(from 1 January 2006)

Nicholas is a Chartered Accountant with a previous career in investment banking. He worked for Flemings, Jardine Fleming and HSBC in Europe and Asia and his roles have included being co-head of investment banking and Chief Financial Officer of the Jardine Fleming Group. He is a director of AIM-listed Asian Citrus Holdings and 4C Associates Ltd, a private company involved in outsourcing and procurement solutions.

GILES VARDEY (50)
Independent Non-executive Director ^{† ‡}
(from 8 January 2007)

Giles served on the main board of the London Stock Exchange between 1992 and 1997, leading the implementation of SETS and the creation of AIM. He subsequently became CEO of Fidelity Brokerage Services and then Greig Middleton & Co, joining the board of parent company Gerrard plc. He is a member of the Securities Institute, has served on the Securities Trading Committee of the London Investment Banking Association and on the APCIMS Europe Committee. He is Chairman of Hunter-Fleming Ltd, Chairman of Trident Gaming Ltd and Chairman of the Boat Race Company Ltd, which organises the annual Oxford and Cambridge University Boat Race.

^* Member of the Audit Committee
^† Member of the Remuneration Committee
^‡ Member of the Nomination Committee

Audit Committee

Members of the Audit committee are:

• Nicholas Smith (Chairman)
• Stephen Allcock QC
• Ian Salter

Remuneration Committee

Members of the Remuneration committee are:

• Giles Vardey (Chairman)
• Stephen Allcock QC
• Nicholas Smith

Nomination Committee

Members of the Nomination committee are:

• Stephen Hazell-Smith (Chairman)
• Ian Salter
• Giles Vardey

Senior Independent Director

Mr Ian Salter was recently appointed Senior Independent Director. His tasks include being available to shareholders if they have concerns, which contact through the normal channels of Chairman, Chief Executive or Chief Financial Officer has failed to resolve, and chairing the Nomination Committee when it is considering succession to the role of Chairman. He will also meet with the non-executive directors at least once a year to appraise the Chairman's performance.

Directors' Responsibilities

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable laws and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). The financial statements are required by law to give a true and fair view of the state of affairs of the Company and of the Group, and of the profit or loss of the Group for that period. In preparing these financial statements, the Directors are required to:

• Select suitable accounting policies and then apply them consistently;
• Make judgements and estimates that are reasonable and prudent;
• State whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
• Prepare financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.