Investor relations

Board of Directors

Kenneth (Ken) Lever

INTERIM NON EXECUTIVE CHAIR

Ken is an experienced business leader, having held a number of senior executive and non-executive positions within UK-listed firms. He is currently Non-Executive Director at Veertu Motors plc and Rockwood Strategic plc, as well as Deputy Chairman of Rainier Developments Limited. Ken has recently stepped down as Non-Executive Chairman of Biffa plc and RPS Group plc. Ken was also a Non-Executive director at Blue Prism plc, an intelligent automation software business, where he was Chair of the Audit Committee. In his executive career, Ken was latterly Chief Executive Officer of technology, business services and insurance software business Xchanging plc. Ken is a member of the Advisory Board of the Alliance Manchester Business School and has served on the UK Accounting Standards Committee of the Financial Reporting Council.

Length of tenure

Appointed March 22, 2023 (Executive Chairman from 03 April 2023)

Peter Lees

SR. INDEPENDENT NON-EXECUTIVE DIRECTOR

Chair of Nomination Committee, serves on Remuneration Committee, Audit and Risk Committee

Length of tenure

Appointed 10 August 2022

Skills and experience

Mr Lees has built a successful 35-year career in the UK financial markets, having served in senior leadership roles across multiple financial institutions, with a particular focus on Equity Capital Markets and the provision of investment and strategic advice to public and private companies. Mr Lees has built, grown and led a number of UK, European and Global Equity teams during his career, including most recently serving as a Managing Director at Stifel, where he was part of the leadership team in the Technology and Life Science sectors. Prior to that, Mr Lees served as Head of UK and European teams at F&C, responsible for managing over £15 billion of assets under management. Earlier in his career, Mr Lees rose to become Head of the UK Equity Team at Morgan Grenfell (latterly, Deutsche Bank), helping to drive the organisation towards its ultimate position as one of the top three Asset Management companies in London.

External appointments

None.

Xenia Walters

NON-EXECUTIVE DIRECTOR

Chair of Audit and Risk Committee, serves on Nomination Committee, Remuneration Committee

Length of tenure

Appointed 25 July 2023

Skills and experience

Xenia Walters is a senior finance leader with an excellent track record of delivering operational and profit improvements within fast paced environments - both on the public markets and within private equity backed global operations. Xenia began her career with Price Waterhouse Coopers (1991 to 1997) and during her career worked in various finance roles at Allied Colloids plc, Ciba Speciality Chemicals and Huntsman Chemicals. Xenia was with Regus plc from 2003 to 2011, initially as Group Financial Controller then as UK CFO. She was Group Finance Director of INTO University Partnerships and then Interim CFO of Oxford International Education Group until 2015, ultimately leading to her assuming the role of Group Chief Financial Officer of SDL plc and then Group CFO of Snowfox Group.

Chris Baker

NON-EXECUTIVE DIRECTOR

Chair of Remuneration Committee, serves on Audit and Risk Committee, Nomination Committee

Length of tenure

Appointed 25 July 2023

Skills and experience

Chris Baker is an experienced leader in the international technology industry and currently a partner of CBCS Associates, a software advisory business. From 1983 to 1997 Chris was with Digital Equipment Company, rising to serve as UK Sales Director for Outsourcing. During the period 1997 to 2014, Chris held several senior roles within Oracle, rising to Senior Vice President and Worldwide Head of ISV/OEM/Java Sales. Chris was then Executive Director of Xchanging plc from 2014 to 2016, leading the Xuber Insurance Software business, and from 2016 to 2021 Chris was CEO of Capita Software.

Stephen Kelly

CHIEF EXECUTIVE OFFICER

Length of tenure

Appointed 25 July 2023

Skills and experience

Stephen Kelly is a successful serial growth CEO with global experience in complex enterprise software & technology businesses with strong partner and direct sales channels. Stephen has an exceptional leadership record from start-ups to the largest organizations in both private and public sectors. Stephen led the turnarounds as CEO of Sage (FTSE50), Micro Focus (FTSE250), and grew Chordiant rapidly (Nasdaq) adding approximately $10bn of market value increase over almost 50 quarters during his stewardship as a public company CEO. The companies led by Stephen all became global market leaders in their sectors. In the 1980s, Stephen joined an early-stage European team at Oracle where annual triple-digit revenue growth was the standard in the enterprise data business. Stephen was on the founding team at high growth Chordiant, which grew from zero to $70 million revenues in 4 years, became a fintech market leader with 12 of the top 20 global retail banks standardizing on the Chordiant enterprise platform and listed in a $2 billion IPO on Nasdaq in 2000. Stephen led the rapid and successful transformations to profitable growth at both Micro Focus and Sage while enhancing customer advocacy & market leadership. Micro Focus tripled its revenues to over half a billion dollars in 3 years with EBITDA moving from 20% to 43% and was the top performing FTSE stock with 7-fold stock increase in 4 years. Sage cloud revenues went from near-zero to over $500 million ARR in 3 years and stock price doubled for Sage to become one of the UK’s few tech companies valued at over $10 billion.

Ijoma Maluza

CHIEF FINANCIAL OFFICER

Length of tenure

Appointed 25 July 2023

Skills and experience

Ijoma Maluza is a Chartered Accountant with over 20 years of experience in Finance including as CFO of listed and private equity-owned companies in the Technology and Software industries. Ijoma was CFO of Blue Prism plc, a software company listed on the London Stock Exchange, before its sale to SS&C Inc in 2022. Prior to Blue Prism, he was CFO of IP.Access, a private equity-owned, hardware and software developer of small cells radio solutions. After qualifying as a Chartered Accountant, Ijoma worked in Investment Banking in the TMT team at Rothschild & Co. before joining Xchanging, a FTSE 250 company, where he became Corporate Development and Corporate Strategy Director leading all M&A activities.

Board Committees

The company has established an Audit and Risk Committee, a Nomination committee and a Remuneration Committee with formally delegated duties and responsibilities and with written terms of reference. Each of these committees meet regularly. From time to time, separate committees will be set up by the board to consider specific issues.

Audit and Risk Committee

Amongst other responsibilities, the Audit and Risk Committee is responsible for monitoring and ensuring the truth and fairness of the Company's financial statements before submission to the Board for approval, ensuring compliance with appropriate accounting standards, the law and the AIM Rules. The Audit and Risk Committee meets twice a year and often interacts with the external auditor.

Nomination Committee

The Nomination Committee is responsible for reviewing the structure, size and composition of the Board and recommending any changes required, succession planning and identifying and nominating board candidates for vacancies as and when they arise. The Committee is also responsible for reviewing the results of any Board performance evaluation process. The Nomination Committee meets at least twice a year.

Remuneration Committee

The Remuneration Committee's primary purpose is to assist the Board in determining the Company's remuneration policies, reviewing the performance of Executive Directors and make recommendations to the Board on matters relating to their remuneration and terms of service.

Board appointment and re-election

Directors are subject to re-election at the Annual General Meeting (“AGM”) following their appointment. In addition, at each AGM one-third (or the whole number nearest to one-third) of the Directors retire by rotation.

Terms of appointment and time commitment

All Non-executive Directors are appointed for an initial term of three years subject to satisfactory performance. After this time, they may serve additional three-year terms following review by the Board. All Non-executive Directors are expected to devote such time as is necessary for the proper performance of their duties. Directors are expected to attend all Board meetings and Committee meetings of which they are members and any additional meetings as required. Further details of their terms and conditions are summarised in the Remuneration report on pages 40 to 42 of the annual report and the terms and conditions of appointment of the Non-executive Directors are available at the Company’s registered office.

Communicating to our shareholders

Relations with shareholders

Cirata is committed to communicating openly with its shareholders to ensure that its strategy and performance are clearly understood. During the year, numerous activities were undertaken to engage with shareholders.

Results announcements

We communicate with shareholders through our full-year and half-year announcements and trading updates. We invite institutional shareholders and analysts to view our full-year and half-year announcements.

The presentation slides and a webcast of the presentations are made available at www.cirata.com/investors/reports-and- presentations on the day of announcement.

Shareholder meetings

The AGM is the principal forum for dialogue with private shareholders, and we encourage shareholders to attend and participate. The last AGM was held on Friday 22 July 2022 at our office in Sheffield, with the results being published on our website, www.cirata.com/investors.

This year’s AGM will be held at 10am on 30 August 2023 at Brown Rudnick's London office. Full details are included in the Notice of Meeting, which is sent to shareholders at least 21 days before the meeting.

Website and shareholder communications

Our website, www.cirata.com/investors, provides a range of corporate information on our business, results and financial performance, including copies of our Annual Report and Accounts, announcements and presentations.

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