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Corporate Governance Code

As the Non – Executive Chairman of Rotala Plc, it is my responsibility to ensure that the Company possesses the structures and management abilities to implement successfully the strategy that the Company has adopted. One of the key strands of my role is that of responsibility for an appropriate level of corporate governance for the Company. The objective of good corporate governance in this sense is to ensure that the Company can execute its strategy by:

  • Having the appropriate balance of skills and experience at board level, within senior management and at all levels of the Company;
  • Creating a clearly defined organisational structure and a working environment within which and through which all employees, right up to board level, can work together effectively;
  • Putting in place working processes appropriate to the successful achievement of the objectives set.

In order to meet this corporate governance objective, the Board has adopted the QCA Corporate Governance Code (the “Code”). The Code is framed within ten broad principles which focus on the pursuit of medium to long term value for

shareholders without stifling any entrepreneurial spirit. The Company departs from the application of the provisions of this Code, in the view of the Board, in one matter only:

  • There is no formal performance review of individual directors nor a formal review process of overall board effectiveness (see Principle 7).

Like any such statement, this statement will constantly evolve and will need to be updated from time to time as circumstances change and the Company changes with them.

During the COVID-19 pandemic the Board focused on cash generation and debt reduction. This strategy has put the Company in good stead as the bus industry emerges from the pandemic. The post-COVID-19 business environment is still in the process of its evolution. This paper will therefore continue to evolve in parallel.

John Gunn.
Chairman, Rotala Plc.

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DISCLAIMER

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Possible offer by a newly incorporated entity established by Simon Dunn, Bob Dunn and John Gunn (Chief Executive, Managing Director (North West) and Non-Executive Chair respectively) (Director Offerors), and their spouses and certain personal pension plans, (Offeror) for the entire issued and to be issued share capital of Rotala plc (Company) which the Director Offerors, and their spouses and certain personal pension plans, do not already own (Possible Offer).

THIS SECTION OF THE WEBSITE (MICROSITE) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER, INFORMATION) PUBLISHED BY THE COMPANY AND/OR THE OFFEROR RELATING TO THE POSSIBLE OFFER. THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW. ACCESS TO THE MICROSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION IN THE MICROSITE.

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If you would like access to the Information, please read this notice carefully - it applies to all persons who view this Microsite and, depending on where you are located, it may affect your rights or responsibilities. The Company reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit the Microsite. In addition, the contents of the Microsite may be amended at any time in whole or in part at the sole discretion of the Company and without notice.

Basis of access

The Information is not intended to, and does not, constitute or form any part of a recommendation or an offer to sell or otherwise dispose of or an invitation or the solicitation of an offer to purchase or otherwise acquire any securities, or the solicitation of a vote or approval pursuant to the transaction or otherwise in any jurisdiction in which such an offer or solicitation is unlawful.

The Information speaks only at the date of the relevant document or announcement and the Company has, and accepts, no responsibility or duty to update any Information, or notify any party that any Information has been updated (other than to the extent such duty arises as a matter of law or regulation).

If you are in doubt about the contents of this Microsite or the action you should take, you should seek advice from an independent financial adviser authorised and regulated in the United Kingdom by the Financial Conduct Authority or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser as to the suitability of any action.

The Information contained in this Microsite is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by the Company or the Offeror.

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Neither the Company nor its directors, officers, employees or members, nor any of its or their affiliated entities, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any Information contained on any other website which may be linked to this Microsite by a third party.

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Forward looking statements

The Information may contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the Director Offerors and/or the Company about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in the Information include statements relating to the expected effects of the Possible Offer on the Company (including its future prospects, developments and strategies), the expected timing and scope of the Possible Offer and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "strategy", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved (or, in each case, their negative or other variations).

Although the Director Offerors and/or the Company (as the case may be) believe that the expectations reflected in such forward-looking statements are reasonable, the Director Offerors and/or the Company (as the case may be) cannot give assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to complete the Possible Offer; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions on the proposed terms and schedule; future market conditions; changes in general economic and business conditions; the behaviour of other market participants; the anticipated benefits from the Possible Offer not being realised as a result of changes in general economic and market conditions in the countries in which the Offeror or the Company operate; weak, volatile or illiquid capital and/or credit markets; changes in tax rates, interest rate and currency value fluctuations; the degree of competition in the geographic and business areas in which the Offeror or the Company operate; and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward looking statements should therefore be construed in the light of such factors. Neither the Company, nor any of its associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. No reliance should be placed on any of these forward-looking statements. Other than in accordance with its legal or regulatory obligations, the Company is under no obligation, and the Company expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No profit forecast

Save as otherwise expressly stated in any relevant information, no statement in any document contained in the Microsite is intended as a profit forecast or a profit estimate for any period and no statement in any document contained in the Microsite should be interpreted to mean that the earnings or earnings per share of the Company and any of its affiliates for current or future financial years will necessarily match or exceed the historical published earnings or earnings per share.

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