1. PURPOSE

• To ensure that share issuances are properly authorised, recorded, and reconciled.
• To maintain the integrity of the Company’s statutory register of members.
• To prevent unauthorised issuance, duplication, alteration, or deletion of share records.
• To ensure compliance with the Companies Act 2006 and applicable laws of England and Wales.

2. AUTHORISATION OF SHARE ISSUANCE

2.1 No shares shall be issued without formal approval of the board of directors or a duly authorised delegate acting within delegated authority.

2.2 All share issuances shall be carried out strictly in accordance with:

• The Company’s Articles of Association; and
• Any shareholder authorities or resolutions in force at the time.

In the event of any inconsistency, the Articles of Association shall prevail.

2.3 Prior to issuance, the following must be confirmed:

• Availability of authorised but unissued shares
• Compliance with authorised share capital limits
• Completion of the applicable subscription agreement
• Receipt of cleared funds
• Completion of AML and KYC procedures
• Confirmation of applicable share price and funding round

2.4 The Company shall ensure that all issuances do not result in unauthorised dilution of share capital.

2.5 All approvals shall be documented and retained.

3. REGISTER OF MEMBERS

3.1 The Company shall maintain an accurate and up-to-date register of members in accordance with Section 113 of the Companies Act 2006.

3.2 The register shall record:

• Name
• Address
• Number and class of shares held
• Date of registration
• Consideration paid

3.3 The register of members shall constitute prima facie evidence of legal title to shares.

3.4 The register of members shall at all times take precedence over any internal ledger, system record, or portal entry in determining ownership of shares.

3.5 Entries into the register shall be made promptly following:

• Approval of the subscription; and
• Receipt of cleared funds

3.6 The register shall not be altered except in accordance with applicable law and this Procedure.

4. APPEND-ONLY LEDGER CONTROL

4.1 The Portal share ledger shall operate on an append-only basis.

4.2 No ledger entry may be deleted once recorded.

4.3 Corrections shall be implemented only by reversal entry with a full audit explanation.

4.4 All ledger entries must include:

• Subscriber identity
• Transaction type
• Share quantity
• Price per share
• Approval authority
• Timestamp

4.5 The ledger serves as an operational record and audit trail but does not supersede the register of members.

5. SEGREGATION OF DUTIES

5.1 No single individual shall have unilateral authority to perform all of the following functions:

• Approve KYC
• Approve payment
• Authorise share issuance
• Update the register

5.2 At minimum, share issuance shall involve two levels of independent review where practicable.

6. SHARE CERTIFICATES OR CONFIRMATIONS

6.1 Where applicable, an electronic Share Issuance Confirmation shall be generated following entry into the register of members.

6.2 Such confirmation constitutes evidence of issuance but does not supersede the register.

7. CAPITAL RECONCILIATION

7.1 The total number of issued shares recorded in the register shall be periodically reconciled against:

• Board approvals
• Portal ledger records
• Subscription agreements
• Payment confirmations

7.2 Any discrepancy shall be investigated promptly and documented.

8. ACCESS CONTROL

8.1 Access to modify the register or ledger shall be restricted to authorised personnel only.

8.2 Role-based access controls shall be enforced within the Portal.

8.3 All administrative actions shall be logged and auditable.

9. RECORD RETENTION

9.1 Subscription agreements, approvals, and supporting documentation shall be retained in accordance with statutory record-keeping requirements.

9.2 Secure electronic backups shall be maintained.

10. SYSTEM INTEGRITY AND DATA RECOVERY

10.1 The Company shall maintain systems and controls to ensure the integrity and availability of share issuance records.

10.2 In the event of system failure, data corruption, or technical disruption, the Company shall rely on:

• Backed-up records
• Subscription documentation
• Board approvals

to reconstruct and validate the register where necessary.

11. AUDIT AND REVIEW

11.1 The register and ledger shall be subject to periodic internal review.

11.2 The Company may appoint external auditors or independent reviewers where appropriate.

12. BREACH HANDLING AND ESCALATION

12.1 Any of the following must be reported immediately to the Board:

• Unauthorised alteration
• Attempted deletion of records
• Ledger irregularities
• Register inconsistencies

12.2 This includes:

• Suspected fraud
• Internal misconduct
• Unauthorised override of controls

12.3 Appropriate remedial action shall be taken and fully documented.

13. GOVERNING LAW

This Procedure shall be governed by and construed in accordance with the laws of England and Wales.