Following the disposal of its Mozambique Agricultural Businesses, PACSCo’s is a cash shell in accordance with Rule 15 of the AIM Rules. The Company’s purpose and strategy, as per paragraph 7 of the Circular dated 31 March 2025, is to identify opportunities offering the potential to deliver value creation and returns to Shareholders over the medium to long-term in the form of capital and/or dividends. If no suitable acquisitions can be identified in a timely basis, the Directors will consider appointing a liquidator and entering a members’ voluntary liquidation to return any remaining cash to Shareholders.

The Directors and the Management Team are all committed to doing business in an ethical and transparent manner, in a culture which promotes respect and openness.

The Board knows that the corporate culture and values require leadership and the Directors ensure that they manifest such corporate culture and values in all their dealings.

The board communicate the Company’s corporate ethical values in the annual report and other public announcements. These are reinforced in regular meetings with senior operational management.

The Non-Executive Chair is PACSCo’s principal spokesperson with investors, fund managers, the press and other interested parties.

The Company seeks to maintain a regular dialogue with both existing and potential new shareholders in order to communicate strategy and progress and to understand the needs and expectations of shareholders. The Board recognises that understanding shareholder motivation is important to serving the interests of all shareholders as a whole.

PACSCo’s majority shareholder is represented on the Board, thereby ensuring shareholder views are incorporated into its decision-making process.

Aside from this, the Board is committed to engaging in in-person dialogue with shareholders at general meetings and welcomes shareholder communication either through the contact details on the website. The Annual General Meeting gives Directors the opportunity to report to shareholders on current and proposed operations of the Company and enables shareholders to express their views on its business activities. Shareholders are invited to ask questions at the Annual General Meeting after the formal proceedings have ended. The Company has historically announced the detailed results of shareholder voting to the market.

PACSCo also endeavours to maintain a dialogue and keep shareholders informed through its public announcements and Company.

PACSCo is aware of its corporate social responsibilities and the need to maintain effective working relationships across a range of stakeholder groups. Following the disposal of its operating businesses, the initial focus is on securing returns for its shareholders.

The Company has a risk management framework which identifies and addresses risks in order to execute and deliver corporate strategy in a responsible manner. Internal controls are designed to manage rather than eliminate risk and provide reasonable but not absolute assurance against material misstatement or loss. Through the activities of the Audit Committee, the effectiveness of these internal controls is reviewed annually.

The Board acknowledges its responsibility for establishing and monitoring systems of internal control. Although no system of internal control can provide absolute assurance against material misstatement or loss, the Company’s systems are designed to provide the Directors with reasonable assurance that problems are identified on a timely basis and dealt with appropriately. The Board reviews the effectiveness of the systems of internal control and considers the major business risks and the control environment on a regular basis. In light of this control environment the Board considers that there is no current requirement for a separate internal audit function.

PACSCo maintains appropriate insurance cover in respect of actions taken against the Directors because of their roles; the insured values and type of cover are reviewed on a periodic basis.

A summary of the principal risks and uncertainties facing the Company are set out in each Annual Report.

PACSCo is currently led and controlled by a Board comprising a Non-Executive Chair, an Interim Chief Executive Director (who was formerly classified as a non-independent Non-Executive Director), two independent Non-Executive Directors (Neil Clayton and Sergio Zandamela) and one non-independent Non-Executive Director (Gary Smth). Each of the Directors’ biographies are set out at Directors.

The composition of the board reflects both operational and strategic management experience both regionally and in Mozambique, together with corporate experience with AIM listed African investment vehicles.Directors are subject to election by shareholders at the first Annual General Meeting after their appointment to the Board and are thereafter subject to retirement by rotation (with possibility of re-election) in accordance with the Company’s articles of incorporation.

Directors are aware of the time commitment required and committed to discharging their responsibilities in this regard, from the outset of their appointment.

The Board is responsible to the shareholders for the proper management of the Company and holds regular meetings. The Directors are responsible for formulating, reviewing and approving the strategy, budget and major items of capital expenditure.
The Board has established committees (audit, remuneration and investment) which are proportionate for a company of its present size, from its number. The members of the committees have the necessary skills and knowledge to discharge their duties and responsibilities effectively.

Certain matters are specifically reserved to the Board for its decision including, inter alia, the creation or issue of new shares and share options, acquisitions, investments and disposals, material contractual arrangements outside the ordinary course of business and the approval of all transactions with related parties.

The Board has an appropriate balance of sector, financial & public markets, professional and management skills and experience, as well as an appropriate balance of personal qualities, personalities and capabilities.

Each of the Directors’ biographies are set out at Directors.

Board Committees

Due to the current size of the Board and the Company, there is no separate Nominations Committee, and any new directors are appointed by the whole Board. The Remuneration Committee has not proposed any changes to the directors’ remuneration.

The audit committee (a standing committee appointed by the Board) is responsible for ensuring that the Company’s financial performance and position is properly monitored, controlled and reported. The committee meets at least twice a year and has unrestricted access to the auditors. In addition to meeting with the auditors, the committee reviews reports from the auditors relating to the accounts and internal controls. The committee is also responsible for reviewing the scope and results of the audit, its cost effectiveness and the independence and objectivity of the auditor. The audit committee currently comprises Neil Clayton and Gary Smith with Mr. Clayton currently chairing the committee. It is noted that Mr. Clayton is currently considered to be “independent” but Mr. Smith is not currently considered to be “independent”, but is an experienced, qualified finance professional.

The investment committee continues to evaluate potential targets to acquire as a cash shell.

There are no current plans for the evolution of the governance framework in line with the Company’s strategic plans in the year ahead.

The Board periodically review the effectiveness of its performance as a unit, as well as that of its committees and the individual Directors.

Given PACSCo’s size, performance reviews are carried out internally from time to time. Reviews will endeavour to identify development or mentoring needs of Directors or the wider senior management team.

The board will review its composition, succession planning and performance review process as it evaluates the alternative investment opportunities as they move forward.

Following the disposal of its operating businesses, PACSCo continues to remunerate its board with a modest fee to reflect the general compliance framework of an AIM listed company whilst it seeks and evaluates investment opportunities to provide future returns to shareholders.

The Company aims to ensure all communications concerning its activities are clear, fair and accurate. The Board is however keen to improve its dialogue with shareholders.

PACSCo’s website is regularly updated and announcements are available to shareholders and other stakeholders on the Company’s corporate Regulatory News webpage.

Financial reports and notices of Annual General Meetings of the Company can be found here.

The results of voting on all resolutions in future general meetings will be posted to the website, including any actions to be taken as a result of resolutions for which votes against have been received from at least 20 percent of independent shareholders.