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ADDITIONAL INFORMATION

The Directors and the Proposed Directors, whose names appear on page 8 of this document, and the Company accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Directors and the Proposed Directors and the Company (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. All of the Directors and the Proposed Directors accept individual and collective responsibility for compliance with the AIM Rules and the Act.

2. THE COMPANY

The Company was incorporated and registered in England and Wales with registered number 09223440 on 17 September 2014 as a private company under the Act under the name Mithril Opportunities Limited. The Company changed its name to Mithril Capital Plc on 27 October 2014 and was re-registered as a public company on 20 November 2014. The Company was admitted to listing on the standard segment of the Official List and to trading on the main market of the London Stock Exchange on 22 December 2014. On 16 November 2015, the Company changed its name to Be Heard Group plc. On completion of the Acquisition, the listing of the Company’s shares on the Official List will be cancelled.

The principal legislation under which the Company operates is the Act and regulations made under the Act. The liability of the Company’s members is limited.

The registered office of the Company is at 10 Norwich Street, London EC4A 1BD.

3. SHARE CAPITAL

Set out below are details of the issued share capital of the Company: (i) as at the date of this document; and (ii) as it will be immediately following the Placing and Admission:

Immediately following

Present Admission

Number Nominal value (£) Number Nominal value (£) Ordinary Shares of £0.01 each 128,250,000 1,282,500 332,930,800 3,329,308 On incorporation, the issued share capital of the Company was £0.03, comprised of three Ordinary Shares of £0.01 each. The Company does not have an authorised share capital. The Company allotted and issued an aggregate of 128,250,000 Ordinary Shares between 19 November 2014 and 22 December 2014 in connection with the Company’s admission to listing on the Official List and related placing on 22 December 2014. These allotments were made pursuant to a resolution passed on 19 November 2014, in which the directors were authorised to allot up to 150,000,000 Ordinary Shares for the purposes of the placing on 22 December 2014.

On 19 November 2014, the Company was also authorised to allot up to £50,000,000 in nominal value of Ordinary Shares pursuant to any acquisition carried out by the Company on or before the first anniversary of the Company’s admission to the Official List and the disapplication of any pre-emption rights for the purposes of such acquisition was approved.

The Company does not have in issue any securities not representing share capital and except for the options referred to in paragraph 5 below, there are no outstanding convertible securities in issue by the Company.

The Ordinary Shares are in registered form and may be held in either certificated form or through the CREST system.

4. SUMMARY OF THE ARTICLES OF ASSOCIATION

The articles of association of the Company (“Articles”) contain, amongst others, provisions to the following effect.

4.1 Objects

The Company’s objects are unrestricted pursuant to section 31(1) of the Act.

4.2 Limited Liability

The liability of the Company’s members is limited to any unpaid amount on the shares in the Company held by them.

4.3 Change of name

The Company may change its name by resolution of the Board.

4.4 Share rights

The Company’s share capital currently consists of Ordinary Shares. Subject to the Act, any resolution passed by the Company under the Act and subject to other shareholder rights, shares may be issued with such rights and restrictions as the Company may by ordinary resolution decide. These rights and restrictions will apply as if they were set out in the Articles. Redeemable shares may be issued. The Board can decide on the terms and conditions and the manner of redemption of any redeemable shares. These terms and conditions will apply as if they were set out in the Articles.

The Company has the power to grant rights to convert any security into shares in the capital of the Company.

The Company may, with respect to any fully paid shares, issue a warrant stating that the bearer is entitled to the shares specified in it and may provide for the payment of future dividends on the Shares included in the warrant. The Board may vary the conditions attached to the warrant.

4.5 Voting rights

The members have the right to receive notice of, and to vote at, general meetings of the Company. Each member who is present in person (or, being a corporation, by representative) at a general meeting on a show of hands has one vote and, on a poll, every such holder who is present in person (or, being a corporation, by representative) or by proxy has one vote in respect of every share held by him. This is subject to any rights or restrictions which are given to any shares or on which shares are held.

If more than one joint member votes (including voting by proxy), the only vote which will count is the vote of the person whose name is listed before the other voters on the register for the share.

4.6 Restrictions

No member shall be entitled to vote at any general meeting or class meeting in respect of any share held by him if any call or other sum then payable by him in respect of that share remains unpaid or the Board determines otherwise.

4.7 Dividends and other distributions

There is no fixed date on which an entitlement to a dividend arises. The Company may, subject to the provisions of the Act and the Articles, by ordinary resolution from time to time declare dividends to be paid to members not exceeding the amount recommended by the Directors. Subject to the provisions of the Act in so far as, in the Directors’ opinions, the Company’s profits justify such payments, the Directors may pay interim dividends.

The Board may deduct from any dividend all such sums as may be due from him to the Company on account of calls or otherwise in relation to the shares of the Company.

Except insofar as the rights attaching to, or the terms of issue of, any share otherwise provide, all dividends shall be apportioned and paid pro rata according to the amounts paid up on the share during any portion of the period in respect of which the dividend is paid.

The Board may, if authorised by an ordinary resolution of the Company, offer holders of Ordinary Shares in respect of any dividend the right to elect to receive Ordinary Shares by way of scrip dividend instead of cash.

Any dividend, unclaimed after a period of 12 years from the date such dividend was declared or became payable shall, if the Directors resolve, be forfeited and revert to the Company. The Company does not pay interest on any dividend unless otherwise provided by the terms on which the shares were issued or the provision of another agreement.

The Company may stop sending cheques, warrants or orders for dividends to the person entitled to them in respect of any shares if either: (i) at least two consecutive payments have remained un-cashed or are returned; or (ii) one payment remains un-cashed or is returned and reasonable enquiries have failed to establish any new address of the holder. The Company does not have to send any dividends or other monies payable in respect of that share until the person entitled to such monies notifies the Company of an address to be used.

4.8 Return of capital on a winding up

If the Company is wound up, the assets remaining after payment of the debts and liabilities of the Company and the costs of the liquidation shall be applied, first, in repaying to the Shareholders the amounts paid up (as to nominal value) on the shares held by them respectively, and the balance (if any) shall be distributed among the Shareholders in proportion to the number of shares held by them.

4.9 Variation of rights

Rights attached to any class of shares may be varied by written consent of the holders of the holders of not less than three-quarters of the issued shares of that class in accordance with and subject to the requirements of the Act.

4.10 Transfers of Ordinary Shares

Each member may transfer all or any of his shares which are in certificated form by means of an instrument of transfer in any usual form or in any other form which the Directors may approve. Each member may transfer all or any of his shares which are in uncertificated form by means of a relevant system in such manner provided for, and subject as provided in, the uncertificated securities rules.

The transferor of a share is deemed to remain the holder until the transferee’s name is entered in the register of members of the Company.

The Board may, in its absolute discretion, refuse to register a transfer of certificated shares unless:

l it is for a share which is fully paid up;

l it is for a share upon which the Company has no lien;

l it is only for one class of share;

l it is in favour of a single transferee or no more than four joint transferees;

l it is duly stamped or is duly certificated or otherwise shown to the satisfaction of the Board to be exempt from stamp duty; and

l it is delivered for registration to the registered office of the Company (or such other place as the Board may determine), accompanied (except in the case of a transfer by a person to whom the Company is not required by law to issue a certificate and to whom a certificate has not been issued or in the case of a renunciation) by the certificate for the shares to which it relates and such other evidence as the Board may reasonably require to prove the title of the transferor (or person renouncing) and the due execution of the transfer or renunciation by him or, if the transfer or renunciation is executed by some other person on his behalf, the authority of that person to do so.

The Directors may refuse to register a transfer of uncertificated shares in any circumstances that are allowed or required by the uncertificated securities rules and the relevant system.

4.11 Allotment of shares and pre-emption rights

The Directors may allot shares if authorised to do so by an ordinary resolution of the Company, made in accordance with and subject to the requirements of s551 of the Act.

Statutory pre-emption rights are provided by s561 of the Act. Generally, the Company shall not issue equity securities to any person on any terms unless such equity securities are first offered to existing shareholders in proportion to those securities that is as nearly practicably equal to the proportion held by that shareholder. However, share may be issued without being first offered to existing shareholders in the following two circumstances:

l the pre-emption rights are disapplied by a special resolution of the Company (made in accordance with s570 or 571 of the Act); or

l certain exceptions to the right of pre-emption as provided for by the Act apply.

4.12 Directors

4.12.1Number of Directors

Unless otherwise determined by the Company by ordinary resolution, the number of Directors (other than any alternate Directors) shall not be less than two, but there shall be no maximum number of Directors.

4.12.2Appointment of Directors

Subject to the Articles and the Act, the Company may by ordinary resolution appoint a person who is willing to act as a Director and the Board shall have power at any time to appoint any person who is willing to act as a Director, in both cases either to fill a vacancy or as an addition to the existing Board.

Any Director appointed by the Board shall retire at the next annual general meeting of the Company following such appointment and shall be eligible for re-appointment, but is not taken into account when deciding which and how many directors should retire by rotation at such meeting.

4.12.3Retirement of Directors

No director shall be required to retire from office until the first annual general meeting of the Company following the Acquisition (as defined in the Articles) at which time each director shall retire from office and may offer himself for re-appointment by the members. Thereafter, each Director shall retire from office at the third annual general meeting of the Company and may offer himself for re-appointment by the members.

Any Director who has held office with the Company, other than employment or executive office, and who, at the date of the annual general meeting, has held such office for nine years or more, shall be subject to re-appointment at such annual general meeting.

4.12.4Removal of Directors by ordinary resolution

The Company may by ordinary resolution remove any Director before the expiration of his period of office in accordance with and subject to the requirements of the Act.

4.12.5Vacation of office

The office of a Director shall be vacated if:

l he resigns or offers to resign and the Board resolves to accept such offer;

l his resignation is requested by all of the other Directors;

l he ceases to be a Director by virtue of the Act;

l he is removed from office pursuant to the Articles.

l he is prohibited by law from being a Director;

l a registered medical practitioner who is treating him gives a written opinion to the Company stating that he is physically or mentally incapable of acting as a director and may remain so for more than three months, or he is or has been suffering from mental or physical ill-health and the Board resolves that his office be vacated; or

l he is absent from meetings of the Board (whether or not his alternate director appointed by him attends) without permission of the Board for six consecutive months and the Board resolves that his office be vacated.

If the office of a Director is vacated for any reason, such Director must cease to be a member of any committee or sub-committee of the Board.

4.13 Alternate Directors

Any Director may appoint any person to be his alternate and may at his discretion remove such an alternate director.

4.14 Proceedings of the Board

Subject to the provisions of the Articles, the Board, which may exercise all the powers of the Company, may regulate their proceedings as they think fit. A Director may, and the secretary at the request of a Director shall, call a meeting of the Directors.

The quorum necessary for the transaction of business may be determined by the Board and until otherwise determined shall be two persons, each being a Director or an alternative Director.

The Board may appoint one or more Director to be the chairman or joint chairman or a deputy chairman and may at any time remove him from that office. Questions arising at any meeting of the Board shall be determined by a majority of votes. In the case of an equality of votes the chairman of the meeting shall have a second or casting vote.

All or any of the members of the Board may participate in a meeting of the Board by means of a conference telephone or any communications equipment which allows all persons participating in the meeting to speak to and hear each other. A person so participating shall be deemed to be present at the meeting and shall be entitled to vote and to be counted in the quorum.

The Board may delegate any of its powers, authorities and discretions (with power to sub-delegate) to any committee, consisting of such person or persons as it thinks fit, provided that the majority of persons on any committee or sub-committee must be Directors, and no resolution of a committee shall be effective unless a majority of those present when it is passed are Directors or alternate Directors. The Board may delegate any of its powers and may revoke, withdraw, alter or vary any such powers and discharge any such committee in whole or in part.

4.15 Remuneration of Directors

The Directors shall be entitled to receive such remuneration as the Directors shall determine for their services to the Company as directors and for any other service which they undertake for the Company provided that the aggregate fees payable to the Directors must not exceed such amount as may from time to time be decided by ordinary resolution of the Company. The Directors shall also be entitled to be paid all reasonable expenses properly incurred by them in connection with their attendance at meetings of Shareholders or class meetings, board or committee meetings or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the Company.

4.16 Pensions and gratuities for Directors

The Board may provide pensions or other retirement or superannuation benefits or and death or disability benefits or other allowances or gratuities for any person who is or at any time has been a Director or employee of the Company or any company which is a holding company or a subsidiary undertaking of or affiliated to or associated with the Company or any such holding company or subsidiary undertaking or any predecessor in business of the Company or of any such holding company or subsidiary undertaking, and for any member of his family (including a spouse or former spouse) and any person who is dependent on him.

4.17 Directors’ interests

The Board may, in accordance with the requirements in the Articles, authorise any matter proposed to them by any Director which would, if not authorised, involve a Director breaching his duty under the Act to avoid conflicts of interests.

A Director seeking authorisation in respect of such conflict shall declare to the Board the nature and extent of his interest in a conflict as soon as is reasonably practicable. The Director shall provide the Board with such details of the matter as are necessary for the Board to decide how to