Investor information.

Oli Green

Executive Chairman

Oli is Executive Chairman of Brave Bison and has worked in digital marketing and technology for the past 10 years. Prior to joining Brave Bison, Oli was Managing Director of Tangent, a Top 100 Technology agency. Oli has worked with clients such as Amazon, SAP, LVMH and Sky across a range of projects spanning digital transformation, conversion rate optimisation and social media strategy. Oli was listed in Campaign magazine’s annual #MediaWeek 30 Under 30 for 2020. Oli has a degree from University College London (UCL).

Theo Green

Chief Growth Officer

Theo is Chief Growth Officer of Brave Bison and is experienced in both digital media and advertising, as well as acquisitions and corporate finance. Prior to joining Brave Bison, Theo worked at Tangent, a Top 100 technology agency. Prior to Tangent, Theo was an Associate at Brockton Capital, a private equity firm with assets under management of over $3bn. Theo has a degree from Imperial College London.

Philippa Norridge

Chief Financial Officer

Philippa is Chief Financial Officer of Brave Bison and has spent the last 19 years working in the media and marketing services sector. Prior to joining Brave Bison, Philippa was Finance Director of Tangent, a Top 100 Technology agency. Philippa has held senior finance roles at a number of marketing services firms, including Finance Director at leading independent agency Albion Brand Communications and global network agency MullenLowe Profero. Philippa qualified as a chartered accountant with Moore Kingston Smith. Philippa has a degree from the University of Oxford.

Matt Law

Non-Executive Director

Matt has 20 years’ experience working in marketing and advertising, with a particular focus on the use of emerging digital technology. Matt is currently a partner and Chief Operating Officer of Outlier Ventures which focuses on assisting business founders in the digital services sector, providing specialist advice on business strategy and growth. Matt has worked with clients including the Guardian, BBC, Vodafone, HSBC, Nike, Unilever, Pernod Ricard and Sainsbury’s.

Gordon Brough

Non-Executive Director

Gordon has over 20 years’ experience working with public companies and legal affairs. Gordon is currently General Counsel at AssetCo, an AIM-listed asset management company. Prior to this, Gordon was General Counsel at CQS, the specialist asset manager with over $20bn of assets under management and Aberdeen Asset Management plc, the FTSE 100 investment firm now known as abrdn plc. Gordon holds an LLB (Hons) and a Diploma in Legal Practice from the University of Dundee.

Nominated Advisor & Broker

Cenkos Securities

6-8 Tokenhouse Yard
London
EC2R 7AS

Auditor

Moore Kingston Smith LLP

Charlotte Building
17 Gresse Street
London
W1T 1QL

Solicitor

Memery Crystal LLP

165 Fleet Street
London
EC4A 2DY

PR

Powerscourt PR

1 Tudor Street
London
EC4Y 0AH

For Press Enquiries contact:

bravebison@powerscourt-group.com

Registrar

Link Asset Services

6th Floor
65 Gresham Street
London
EC2V 7NQ

Company Secretary:

Philippa Norridge

Brave Bison Group Plc
The Varnish Works
3 Bravingtons Walk
London
N1 9AJ

Significant Shareholders

Oliver & Theo Green

Number of Shares: 245,863,859 *

% of Total Issued Share Capital: 19.10%

*Of these Shares, 244,811,445 are held by Greenspan Investments Limited and 1,052,414 are held by Oli Green (director and shareholder Greenspan Investments Limited).

Lord Michael Ashcroft

Number of Shares: 232,178,300

% of Total Issued Share Capital: 18.035%

CIP Merchant Capital Limited

Number of Shares: 127,061,885 

% of Total Issued Share Capital: 9.87%

James Russell DeLeon

Number of Shares: 97,132,017*

_% of Total Issued Share Capital: 7.55_%

*Of these Shares, 30,000,000 are held in James Russell DeLeon’s own name, 56,014,648 are held by Vesuvius Limited and 11,117,369 are held by Plum Tree Limited.

Simon Davies

Number of Shares: 73,591,300

% of Total Issued Share Capital: 5.72%

Total number of shares in issue: 1,287,337,739

Registration number

8754680

Country of incorporation

England

Percentage not in public hands

65.58%

Security Restrictions

There are no restrictions on the transfer of securities.

The Company is not listed on any other exchanges or trading platforms. Brave Bison Group plc is subject to the UK City Code on Takeovers and Mergers.

The United Kingdom is the Company’s main country of operation.

The Company adheres to the provisions of the Quoted Companies Alliance Governance Code details of which can be found here.

The Company does not hold any shares in treasury.

Shareholders with enquiries relating to any of these matters should contact:

Link Asset Services

34 Beckenham Road
Kent
BR3 4TU

Telephone:

0871 664 0300 (from outside the UK: +44 371 664 0300)
Lines are open Monday-Friday 09:00-17:30

Email:

investorservices@linkgroup.co.uk

LAST UPDATED ON 10TH MAY 2023.

This section was last updated 20/04/2023.

Description of the business
Names and biographies of the directors committees and responsibilities
Country of incorporation and main country of operation
Current constitutional documents
Shareholder enquiries
Number of shares in issue
Identity and percentage holding of significant shareholders
Security restrictions
Annual and interim reports
Announcements
Most recent admission document and documents sent to shareholders within the past 12 months
Details of nominated advisor, other key advisors and company secretary

Exchanges: Brave Bison Group plc is only listed on the AIM market of the London Stock Exchange (AIM: BBSN). Brave Bison Group plc is subject to the UK City Code on Takeovers and Mergers.

Quoted Companies Alliance Corporate Governance Code

Executive Chairman’s Statement

The Board of Directors of Brave Bison Group plc (together with its subsidiaries, the Company), led by myself, is responsible for introducing, maintaining and promoting robust corporate governance structures and processes throughout the Brave Bison group of companies.

Historically, as an AIM Company, which prior to 2018 was not required to comply with a specific governance code, our approach was to nevertheless seek to apply best practice where appropriate, referring to the UK Governance Code and Quoted Companies Alliance (QCA) Corporate Governance Code for guidance. We therefore welcomed the changes to the AIM Rules requiring that AIM companies adopt a governance code and were pleased to formally adopt the QCA Corporate Governance Code (the Code) in July 2018.

This page outlines the ways in which the Company applies the ten principles of the Code.

Principle 1: Establish a strategy and business model which promote long-term value for shareholders

The Company has developed a strategy and business model based on The Board periodically agrees strategy and appropriate budgets and forecasts, continually reviews these at regular board meetings, and determines carefully-selected investments, balancing risk and opportunity, with a view to delivering on wider strategic goals and creating long-term value for shareholders.

Principle 2: Seek to understand and meet shareholder needs and expectations

The Company is fully committed to building and maintaining strong relationships with its shareholders and considers the understanding of shareholders’ needs fundamental to a successful company.

Primary responsibility for effective communication with shareholders lies with the Executive Chairman, however, all Directors are available to meet with shareholders throughout the year. The Executive Chairman, Chief Growth Officer and Chief Financial Officer are active in meeting with and preparing presentations for institutional investors, particularly following half-year and full-year results, meeting with private investors from time to time and engaging in regular dialogue with the Company’s broker with a view to gauging shareholder sentiment.

The Company’s Annual General Meeting (AGM) is the main forum for discussing Company matters with shareholders, addressing shareholder queries and understanding their needs and expectations. Notice of the AGM and proposed resolutions are sent to shareholders at least 21 days prior to the AGM, and shareholders and their representatives are invited to fully participate and vote in the AGM and are also given the opportunity to vote by proxy.

Outside of the AGM, the Company convenes general meetings where shareholder approval is required or appropriate on particular matters seeks input from major institutional investors from time to time in relation to Company policy and seeks to respond promptly to shareholder queries sent to its designated shareholder email address (investors@bravebison.com)

Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success

The Company seeks to ensure continued engagement with its employees, clients, suppliers, shareholders and wider public via:

holding and participating in regular internal and external open forum discussions

having processes in place designed to ensure regular dialogue between employees and senior management (including a company-wide monthly meeting where employees are encouraged to participate fully, discuss issues and provide feedback)

technological means using the functionality of social media platforms, analytics tools and software to gain insights and feedback from its clients, suppliers, partners and the public

The Company fully appreciates and embraces its wider social responsibilities.  In July 2018 the Company joined the United Nations Global Compact, the world’s largest corporate sustainability initiative. As a participant, the Company commits to incorporating the Ten Principles of the UN Global Compact into its strategy, culture and day to day operations (as detailed further under Principle 8 below).

Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation

The Board and senior management are together responsible for identifying and managing risk in the Company. Senior management report potential risks to the Board who consider such matters at Board meetings.

A summary of the principal risks and uncertainties facing the Company are set out on page 9 of the Company’s 2022 Annual Report.

Principle 5: Maintaining the Board as a well-functioning, balanced team led by the Chair

The Board comprises 2 Non-Executive Directors and 3 Executive Directors all of whom are subject to reappointment by shareholders in the AGM following their appointment to the Board, after which they must continue to seek reappointment in accordance with the Company’s Articles of Association.

The Board has established an Audit Committee and a Remuneration Committee with formally delegated duties and responsibilities. The Executive Chairman does not chair any committee of the Board, with each committee being chaired by a Non-Executive Director which the Board considers suitable.

The Board considers each of its Non-Executive Directors to be independent.

Principle 6: Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities

The Company considers the Board to possess an appropriate mix of skills and experience. Directors’ biographies can be found here.

The Company Secretary provides Directors with updates on key developments relating to the Company, the sector in which the Company operates, legal and governance matters including advice from the Company’s broker, lawyers and advisors.

Principle 7: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

Led by the Executive Chairman, the Board has established a process for evaluation of its own performance, that of its committees and individual Directors, including the Executive Chairman.

The Company’s process for evaluating the effectiveness of the Board and Directors’ performance comprises an annual internal review of executive and non-executive directors’ performance and a triennial review of Board performance by external providers. The results of such reviews are used to determine whether any alterations are needed or whether any additional training would be beneficial.

The Board will utilise the results of the evaluation process when considering succession planning.

All Directors must stand for reappointment by shareholders in accordance with the Company’s Articles of Association.

Principle 8: Promote a culture that is based on ethical values and behaviours

The Company seeks to achieve the highest ethical standards and behaviours in conducting its business, with integrity, openness, diversity and inclusiveness being high priority from the Board to senior management and throughout the workforce.

In July 2018 the Company joined the United Nations Global Compact, the world’s largest corporate sustainability initiative. As a participant, the Company commits to incorporating the Ten Principles of the UN Global Compact into its strategy, culture and day-to-day operations.

In respect of:

Human Rights, the Company is committed to supporting and respecting the protection of internationally proclaimed human rights and ensuring it is not complicit in human rights abuses. The Company requires that its employees conduct every aspect of its business with honesty, integrity and openness, respecting human rights and the interests of fellow employees, customers and third parties.

Labour Standards, the Company is committed to upholding the freedom of association and the effective recognition of the right to collective bargaining, the elimination of all forms of forced and compulsory labour, the effective abolition of child labour and discrimination in respect of employment and occupation. In particular the Company requires its employees and suppliers to not make excessive or illegal wage deductions allow employees to enter or leave the working premises freely not allow staff to work excessive overtime not use wage deductions as a disciplinary measure and treat all staff with the highest mutual trust and openness.

Environment, the Company is committed to supporting a precautionary approach to environmental challenges undertaking initiatives to promote greater environmental responsibility and encouraging the development and diffusion of environmentally friendly technologies. The promotion of these issues forms a major part of the Company’s output – the Company’s owned and operated channel “Mutha” is focused solely on the promotion of sustainability, is present on major social media platforms and features regular content promoting environment issues including environmental responsibility, the development of environmentally friendly technologies, precautionary measures, and initiatives.

Anti-Corruption, the Company is committed to working against all forms of corruption within the Company as well as in relation to its clients and suppliers. Employees, suppliers and clients are required to comply with applicable anti-bribery and corruption laws and internal structures are in place, designed to ensure transparency, openness and integrity in commercial dealings.

Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board

The Board is collectively responsible for the long-term success of the Company and provides leadership to the Company within a framework of effective controls, checks and balances.

The Board provides leadership to the Company. Working together with the Company Secretary, the Board is responsible for setting the agenda for Board meetings. The Company Secretary is responsible for ensuring that the Board receives the information that it needs to properly participate in Board meetings in a timely and user-friendly fashion and that the Board has sufficient time to discuss issues on the agenda. The Executive Chairman is responsible for leadership of the Company’s senior management team and its employees on a day to day basis. In conjunction with senior management, the Executive Chairman is responsible for the execution of strategy approved by the Board and the implementation of Board decisions.

The Company has established two committees of the Board – an Audit Committee and a Remuneration Committee with formally delegated duties and responsibilities:

Audit Committee

The Audit Committee will meet not less than twice in each financial year and will have unrestricted access to the Group’s external auditors. The Audit Committee is currently chaired by Gordon Brough.

The Terms of Reference of the Audit Committee are as follows:

The Committee shall review and challenge where necessary:

the consistency of, and any changes to, accounting policies both on a year on year basis and across the company and its group

the methods used to account for significant or unusual transactions where different approaches are possible

whether the company has followed appropriate accounting standards and made appropriate estimates and judgements, taking into account the views of the external auditor

the clarity and completeness of disclosure in the company’s financial reports and the context in which statements are made and

all material information presented with the financial statements, such as the strategic report and any corporate governance statement (insofar as it relates to the audit and risk management).

Remuneration Committee

The Remuneration Committee will review the Company’s remuneration policy to ensure it is sufficient to attract, retain and motivate key management to deliver the strategy set by the Board. The Remuneration Committee will review the performance of the Executive Directors and senior management team and make recommendations to the Board on matters relating to their remuneration and terms of service.

The Remuneration Committee will also make recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time. The Remuneration Committee is currently comprised of Oliver Green and chaired by Matt Law.

The Terms of Reference of the Remuneration Committee are as follows:

The Committee shall:

1.1 determine and agree with the board the framework or broad policy for the remuneration of the company’s chairperson and the executive directors including pension rights and compensation payments. The remuneration of non-executive directors shall be a matter for the board or the shareholders (within the limits set in the articles of association). No director or senior manager shall be involved in any decisions as to their own remuneration. The Committee shall recommend and monitor the level and structure of remuneration for senior management.

1.2 review the ongoing appropriateness and relevance of the remuneration policy.

1.3 approve the design of, and determine targets for, any performance related pay schemes operated by the company and approve the total annual payments made under such schemes.

1.4 review the company’s arrangements for its employees to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters. The Committee shall ensure that these arrangements allow proportionate and independent investigation of such matters and appropriate follow up action.

1.5 review the design of all share incentive plans for approval by the board and shareholders. For any such plans, determine each year whether awards will be made, and if so, the overall amount of such awards, the individual awards to executive directors, Company Secretary and other senior executives and the performance targets to be used.

1.6 determine the policy for, and scope of, pension arrangements for each executive director and other senior executives.

1.7 determine the total individual remuneration package of the chairperson, each executive director, the company secretary and other senior executives including bonuses, incentive payments and share options or other share awards.

1.8 ensure that contractual terms on termination and any payments made are fair to the individual and the Company that failure is not rewarded and the duty to mitigate loss is fully recognised

1.9 be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants who advise the Committee.

1.10 obtain reliable, up-to-date information about remuneration in other companies of comparable scale. The Committee shall have full authority to appoint remuneration consultants and to commission or purchase any reports, surveys or information which it deems necessary to help it fulfil its obligations within any budgetary restraints imposed by the board and

1.11 onsider such other matters as may be requested by the board of directors and work and liaise as necessary with all other board committees.

The Company does not have a Nomination Committee. Appointments are identified and managed by the Board.

Principle 10: Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

The Company communicates with shareholders and other stakeholders through its Annual Report, full-year and half-year announcements, regulatory and non-regulatory announcements, its regularly maintained website www.bravebison.com its social media pages, PR releases, via its designated email addresses (hello@bravebison.com and investors@bravebison.com) its AGM and face-to-face meetings.

This disclosure was last updated on 13 April 2023.