Investors

The Company’s aim is to maintain and enhance good relations with its shareholders. The Company’s interim and annual reports are supplemented by capital market presentations to analysts and shareholder groups. The Company is available to meet with shareholders outside these times if required. The Company keeps shareholders up to date with the latest developments through its website, social media and regulatory news service announcements on technological, commercial and financial progress.

The Executive Chairman is primarily responsible for maintaining dialogue with shareholders, supported by the Company’s brokers. The Executive Chairman meets shareholders, including following the announcement of the annual and interim results. Following these meetings, the Company receives feedback on shareholders’ views and concerns.

The AGM is the principal forum for dialogue with private shareholders, and we encourage all shareholders to attend and participate. Directors attend the AGM and are available to answer questions raised by shareholders. The Directors contact larger shareholders before AGMs and general meetings to ensure they have submitted their proxy voting forms, and this also provides an opportunity to hear any concerns.

Where feedback is received directly from shareholders or shareholder advisory groups, for example relating to voting intentions on general meeting motions, this is brought to the attention of and discussed by the Board.

During the year the Directors measured the success of shareholder engagement by the support for proposals at the General Meeting to approve the funding proposals in December 2023, which received over 99% support for all resolutions.

Stakeholder: Staff
Our ability to implement the long-term strategy is heavily dependent on hiring and retaining specialist technical and commercial staff.

Reason for engagement:
High quality communications with staff is a key requirement for high levels of engagement, fostering a culture of innovation.

How we engage:

• Regular staff briefings where there is a two-way dialogue where staff are updated on the progress of the business and the longer term strategy.
• Share options are granted to all staff, which link shareholder goals to longer term company performance.
• The Company is mindful of the importance of work-life balance for employees and their families and within the constraints of a small organisation offers flexible working hours and home working where-ever possible.
• Where-ever possible the Company offers training and career development opportunities which are very important in retaining staff.
• The Company provides a supportive work environment where dialogue is open and honest and where all staff are treated equally.
• Science is a creative discipline, and diversity of thought fundamentally underpins successful outcomes. The Company has an active Diversity and Inclusion program, initiated, promoted, and supported by the Chief Executive Officer directly.

Stakeholder: Clients
Our success and competitive advantage are dependent upon fulfilling client requirements, both in the short term (shipping product), and in the longer-term (customised R&D specific to that customer).

Reason for engagement:
Understanding current and emerging requirements of clients enables the Company to develop new and enhanced product specification and application areas.

How we engage:

• We specifically seek customer requirements during business development meetings with new and existing clients.
• Obtain fulfilment metrics employed by clients to measure on-going performance.
• Provide robust and reliable products which meet our rigorous quality standards. The Company is ISO 9001 2015 compliant.
• Ensure warranty terms on units are in line with industry standards.

This has led to an increase in new business development opportunities and collaborations, bringing to market products that customers have specifically asked for, and on-going improvements in our products and service.

Stakeholder: Suppliers
Our outsourced manufacturing partner is a key stakeholder.

Reason for engagement:
We outsource our manufacturing and assembly to a specialist high-technology manufacturing facility in the UK.

How we engage:

• We have documented all assembly and sub-assembly processes, with a view to simplifying outsource and removing subjective communications.
• We co-invest in supplier set-up and infrastructure.
• We invest in regular supplier training.
• We operate systems to ensure supplier quality, which are discussed on a regular basis.
• We pay our suppliers in accordance with their terms.

This has resulted in a long-term relationship, founded on a large body of data, metrics and mutual trust.

Stakeholder: Shareholders
As a public company we provide transparent, easy-to-understand and balanced information to ensure support and confidence.

Reason for engagement:
Meeting regulatory requirements and understanding shareholder sentiments on the business, its prospects and performance of management.

How we engage:

• Regulatory news releases. In accordance with the Market Abuse Regulation, where regulatory announcements include inside information this is indicated in the announcement itself.
• Keeping the investor relations section of the website up to date.
• Annual and half-year reports and presentations provided to analysts and key shareholders.
• The AGM gives shareholders the ability to ask questions of the Board.
• Social media. The Company is increasing its social media presence to better engage with shareholders and other stakeholders.
• Capital market events.

Stakeholder: Industry bodies
The services we provide must meet certain requirements.

Reason for engagement:
The membership of certain industry groups, including certain regulatory standards (e.g. CE marking, ISO) are influential in the way the group is perceived by new and existing clients.

How we engage:

• Ongoing product certification is central to our product development.

Stakeholder: Environment
As a company dealing with a complex range of raw and processed materials, we must ensure that our business is conducted sustainably.

Reason for engagement:
Whilst not of substantial impact compared with many other manufacturing businesses, the Company recognises its activities have an impact on the environment and acknowledges its responsibility to ensure this is minimised.

How we engage:

• In accordance with the requirements of the Waste Electrical and Electronic Equipment Regulations (WEEE), the Company is registered with the UK Environment Agency as a Small WEEE Producer and disposes of electrical equipment waste responsibly.
• The Company reviews the substances it uses within its design and manufacturing processes with the aim of using environmentally friendly products commensurate with producing high quality products and the RoHS directive (Restriction of the use of certain hazardous substances).
• Where possible, products are recycled within the Company.
• Paper, cardboard, batteries and printer cartridge recycling collection facilities are in place and are regularly used in the Company’s offices.
• Redundant computer equipment is disposed of in accordance with good practice.

Stakeholder: Health and Safety
As a Company we believe our employees have the right to come home safe and well from their job.

Reason for engagement:
It is our mission to prevent work related accidents, ill health and keep our employees safe.

How we engage:

• Assessing the risk to the health and safety of employees and others who may be affected and identifying what measures are needed to comply with its health and safety obligations.
• Providing and maintaining locations, equipment, protective clothing and systems of work that are safe and without risks to health.
• Ensuring that all necessary safety devices are installed and maintained on equipment.
• Providing information, instruction, training and supervision in safe working methods and procedures.
• Promoting the co-operation of employees to ensure safe and healthy conditions.
• Establishing a safety committee, safety representatives and accident investigations where applicable.
• Establishing emergency procedures as required.
• Monitoring and reviewing the management of health and safety at work.

Admission Document

The Board aims to ensure that the Company’s risk management framework identifies and addresses all relevant risks in order to execute and deliver the strategy.

The Directors recognise their responsibility for the Company’s systems of internal control and have established systems to ensure that an appropriate and reasonable level of oversight and control is provided. The Company’s systems of internal controls are designed to help the Company meet its business objectives by appropriately managing and wherever possible mitigating risks faced by the Company. The controls can only provide reasonable, not absolute, assurance against material misstatement or loss.

The Company’s Management Team, which reports into the Executive, meets regularly to review commercial, technical, operational, and financial risks facing the business. These risks are assessed according to their nature and magnitude based on the seriousness of the risk and the likelihood of the risk occurring. The effectiveness of the controls implemented to minimise the risks are also reviewed. The aim of these reviews is to provide reasonable assurance that material risks are identified, and appropriate action is taken at an early stage. From this review the Company maintains its internal risk register which is reviewed annually by the Board.

The annual budget is reviewed and approved by the Board. Financial results, with comparisons to budget, and latest forecasts are reported monthly to the Board together with a report on operational achievements, objectives and issues encountered. Significant variances from plan are discussed at Board meetings and actions set in place to address them.

Measures continue to be taken to review and improve internal controls and risk management procedures. The Company has a Financial Procedures Manual which includes approval levels for authorisation of expenditure, potential fraud scenarios, payment approval process, expenses guidelines etc. This is updated as necessary.

The Company’s auditors are encouraged to raise comments on internal control in their management letter following the annual audit. The points raised and actions arising are monitored through to completion by the Finance & Audit Committee.

The Board currently consists of one Executive Chairman, and one Non-Executive Director. The independent Non-Executive Director, Bob Moore, was appointed in March 2022, although following the resignation of the former Executive Chairman Mr Brandon on 25 September 2023, Mr Moore was appointed as Executive Chairman. Assuming the proposed fundraising and acquisition completes, Mr Moore will be replaced by a Non-executive Chairman and he will assume the role of Chief Executive until further notice.

Mr John Mottram replaced Mr Anthony Clayden as Head of Finance (non-board level) in November 2023.

The Company held 13 Board meetings during 2023 (2022: 8).

The Company has an equal opportunity policy to recruitment at Board level and within the Company at large and seeks diversity as opportunities arise, within the framework of selecting the most suitable person, based on relevant skills, abilities, experience and location, as required for the role.

The principal role of the Chairman of the Board is to manage and provide leadership to the Board of Directors of the Company. The Chairman is accountable to the Board and acts as a direct liaison between the Board and the management of the Company. The Chairman acts as the communicator for Board decisions where appropriate.

Given the Chairman’s current capacity as an Executive Chairman, the other NED provides the appropriate level of challenge to both the Chairman and management. The recent changes resulting from the resignation of Mr Brandon will be addressed by the recruitment of further directors to achieve the appropriate Board and management structure.

The Chairman is responsible for the effective leadership, operation and governance of the Board and its Committees. He ensures that all Directors contribute effectively to the development and implementation of the Company’s strategy, while ensuring that the nature and extent of the significant risks the Company is willing to embrace in the implementation of its strategy are determined and challenged.

The Board believes that the advice, behaviour and character of its Chairman and Non-executive Directors are always in the best interests of the Company and its shareholders. In addition, the skills and business judgement which they possess and regularly exercise contributes to the efficient and effective running of the Company.

The Company appreciates that circumstances which might or might appear to affect a Director’s judgement may well include financial dependence on the Company and whether the Director is, or represents, a major shareholder. The Chairman and Non-Executive Director are financially independent of the Company as they have other sources of income, although Dr Burton became a significant shareholder during 2022 following his exercise of his warrants. Mr Brandon and Mr Moore do not represent significant shareholders; however, Mr Brandon did have a material interest in share warrants of the Company as detailed below until his resignation on 25 September 2023. Dr Burton is also a Director of DeepVerge plc and Mr Brandon was also a Director of Deepverge until December 2022, which although not a shareholder of the Company, was strategically important to the future success of Microsaic throughout 2022 and until it’s well-publicised difficulties emerged in April and June 2023. Under the QCA Guidelines the independence of Mr Brandon whilst Chairman and Dr Burton as a Non-Executive Director could be challenged under the following areas, but in all cases the Board believes that they act in an independent manner and where a conflict of interest could arise or be perceived to arise, they abstain from voting. Bob Moore was appointed as Senior Independent Non-Executive Director in March 2022, and remained in that role until his appointment to replace Mr Brandon as Executive Chairman in September 2023.

Name and position Potential issue Comments

Gerard Brandon

Chairman (until 25 September 2023)

Held a material interest of 250 million share warrants in the Company.

Former Director of DeepVerge plc

Temporary Executive Director capacity

This award was required to attract a Chairman of the appropriate calibre to the Company. The award was approved by shareholders at a General Meeting.

DeepVerge plc was strategically important to the success of the Company in 2022 and early 2023.

Elevated senior management to develop and implement strategy and consulting with the Non-Executive Directors who had oversight during the period.

Dr Nigel Burton

Non-Executive Director Significant shareholder in the Company following the exercise of warrants.

Former Director of DeepVerge plc The warrants were awarded to attract a Non-Executive Director of the appropriate calibre to the Company. The award was approved by shareholders at a General Meeting

DeepVerge plc was strategically important to the success of the Company in 2022 and early 2023.

The Board recognises the importance of good governance arrangements.

The Board has an established Finance & Audit Committee and Remuneration Committee. The Company believes it is currently too small to have a separate Nominations Committee, so this role is taken on by the Board of Directors as a whole.

Details and links to the terms of reference of the Finance & Audit Committee and Remuneration Committee are set out under Principle 9 on the website.

Details of Directors and their time commitment are set out under Principle 6 below. The attendance of the Directors at the regular Board and Committee Meetings during the year ended 31 December 2022 were as follows.

Name Position during 2022 Regular Board Meetings Finance & Audit Committee Remuneration Committee

Gerard Brandon1 Executive Chairman 8 (8) 1 (2) 0 (0)

Glenn Tracey3 Chief Executive Officer 3 (3) n/a n/a

Nigel Burton Non-Executive Director 8 (8) 2 (2) 0 (0)

Bob Moore2 Non-Executive Director 5 (5) 1 (2) 0 (0)

1 Resigned as a Director on 25 September 2023. Age at date of resignation.

2Appointed as a Director on 15 March 2022. Appointed as Non-Executive Chairman 25 September 2023.

3 Resigned as a Director on 31 March 2022. Age at date of resignation.

Numbers in brackets denote the total number of meetings that each Director was eligible to attend during the year.

Bob Moore, Executive Chairman & Acting CEO

A UK-qualified barrister with over 35 years of international commercial, legal, and entrepreneurial experience across the energy, legal, and technology sectors. Previously Head of International Legal Affairs at Enterprise Oil plc (a FTSE 100 company acquired by Shell in 2002), co-founded Granby Oil & Gas plc, listed on AIM, divested in 2008 and former Non-Executive Chairman of AIM-listed Mobile Streams plc.

Dr. Nigel Burton, Non-Executive Director

Over 14 years’ investment banking experience with UBS Warburg and Deutsche Bank, and 15 years as CEO and CFO of private and public companies. Currently a Non-executive Director of BlackRock Throgmorton Investment Trust plc, eEnergy Group plc, and Sorted Group Holdings plc.

Dr. Chris Potts, Non-Executive Director

Over 20 years’ CEO experience in private, PE-backed, and listed international technology businesses. Currently Chair of proSapient Ltd, as well as recent experience as Chair of Zytronic plc and Guralp Systems Limited. PhD from Cambridge and an MBA from Cranfield. Strong track record in corporate transactions, manufacturing, software, and services.

Graham Mullis, Strategic Advisor to the Board

Experienced CEO and Chairman with over 30 years of driving growth, transformation and value creation of businesses quoted on AIM, AQUIS, EURONEXT and NASDAQ public markets. Former CEO of Novacyt SA, leading the rapid expansion into a global diagnostics player. Extensive expertise in developing strategy, corporate development, and commercialisation.

The Company from time to time uses external advisers.

During 2025, The Board has retained the following advisers:

• Singer Capital Markets as Nominated Adviser and Joint Broker;
• Turner Pope Investments as Broker;
• Saffery LLP for annual audit;
• Neville Registrars Limited; and
• Menzies LLP for ongoing advice on, Corporation tax, VAT and PAYE.

Board Evaluation Process

The Board believes that, in addition to dealing with any matters as they arise, it is appropriate to carry out a formal evaluation of the performance of the Board each year. This is intended to ensure that the Board remains effective, well-informed and able to make high quality and timely decisions for the benefit of all stakeholders in the Company.

The usual evaluation involves each Director completing an evaluation questionnaire which covers effectiveness from multiple angles including: Board structure and committees; Board arrangements, frequency and time; content of Board meetings; Board culture; Board evaluation and succession; and individual contributions. The completed questionnaires are anonymised and collated independently into a summary, and comments and any areas of concern are highlighted for discussion with the Board.

No formal evaluation process took place in 2022 or 2023.

Detailed below are the key considerations from the last evaluation of the Board.

Succession planning
As is common with many small AIM listed companies, the Company does not have internal candidates to succeed existing Executive Directors. This will be kept under review, especially when recruiting for senior roles as vacancies arise. However, the Board does not believe it is appropriate to recruit additional Directors or senior personnel solely for the purpose of board succession planning.

Training of Directors
It is recognised that there continues to be more regulation of which Directors need to be aware. The Board will continue to ensure that Directors receive appropriate support to keep up to date.

The Company is committed to achieving the highest possible ethical standards in conducting its business. The Company expects all employees and Directors to maintain the same high standards. To achieve these ends, Microsaic encourages freedom of expression and speech whilst not accepting prejudice of any kind.

Ethics is based on a set of principles and clear moral and ethical values. The Company takes its principles and values very seriously and when all else fails, expects staff at all levels to look to these principles and values for guidance.

Principles
The Board has adopted the following four principles:

1. Management must lead by example. Good ethics should be most noticeable at the top. Every employee must be accountable to the same rules.
2. Corporate values must be implemented throughout the Company. Every forum and medium should be used to spread the message and, most of all, the Company must practice what it preaches.
3. Meetings with staff (both one on one and group) to discuss the values and what they mean to each employee must be undertaken when implementing a value system. This will help to get everyone in the Company on the same page and committed.
4. The values of the Company must endure changes in leadership. The longer ethical values last, the more ingrained they will become.

Values
The Company conducts its business around 7 core values:

1. Integrity – applying high ethical standards and being honest. The Company will conduct its business with honesty to all stakeholders and will uphold high moral principles.
2. Mutual respect, empathy and trust in dealing with others. An environment of mutual respect, empathy and trust is necessary if a Company is to promote integrity. Trust in the workplace is critical to organisational success.
3. Innovation – a passion to experiment and deliver new solutions. A focus on research and development is very important to the future success of the Company. The Company is looking to deliver innovative solutions and has a collaborative approach to meeting customer needs.
4. Teamwork – drives high performance. A team approach is more efficient, faster, benefits from multi-skills especially in problem solving, increases learning opportunities and encourages a sense of belonging, which often translates to a greater sense of ownership and accountability for the work.
5. Quality – we take pride in everything we do. The Company is strongly focused on quality from the products it produces to the processes it operates. The Company is ISO9001-2015 compliant. Focusing on the quality of our people, products and services will ultimately create a quality image for the Company.
6. Customer focus – go the extra mile for our customers. The Company assigns highest priority to customer satisfaction. We listen to our customers’ needs and create solutions for unmet customer needs.
7. Shareholder value– striving to deliver value to shareholders. The key objective of the Company is achieving sustainable profitability. Every employee should understand how he or she fits into the profitability picture. Everyone’s common goal should be to build a strong, profitable Company that will endure and provide reasonable returns to shareholders.