MobileWave Group Shareholder Circular

This information is being disclosed for the purpose of Rule 26 of the AIM rules for Companies.

This information was last updated in Jan 2011.

Description of the Business

Names and Biographical details of the Company’s Directors

Principles of good governance

The Group’s board appreciates the value of good corporate governance not only in terms of accountability and risk management but also as a positive contribution to business prospects. It believes that corporate governance involves more than a simple box ticking approach to establish whether a Company has met the principles (including those set out in the corporate governance guidelines for AIM companies published by the Quoted Companies Alliance in July 2005) of a number of specific rules and regulations. Rather, the issue is one of applying corporate governance in a sensible and pragmatic fashion having regard to the individual circumstances of a particular company’s business. The key objective is to embrace and protect shareholder value.

The Board

The specific responsibilities reserved to the board include: setting group strategy and approving an annual budget and medium–term projections; reviewing operational and financial performance; approving major acquisitions, divestments and capital expenditure; reviewing the group’s systems of financial control and risk management; ensuring that appropriate management development and succession plans are in place; reviewing the environmental, health and safety performance of the group; approving appointments to the board and the Company Secretary; approving policies relating to directors’ remuneration and the severance of directors’ contracts; and ensuring that a satisfactory dialogue takes place with shareholders.

The board has delegated the following responsibilities to Executive Management: the development and recommendation of strategic plans for consideration by the board that reflect the longer term objectives and priorities established by the board; implementation of the strategies and policies of the group as determined by the board; monitoring of the operating and financial results against plans and budgets; monitoring the quality of the investment process against objectives; prioritising the allocation of capital, technical and human resources; monitoring the composition and terms of reference of divisional management committees; and developing and implementing risk management systems.

Directors and directors’ independence

The board currently comprises the Chairman and the Chief Executive Officer, both of whom are executive directors, and two non-executive directors. For a full list of the directors, please see “Directors” link under “Investor relations”. The non-executive directors are of sufficient calibre that their views carry significant weight in the board’s decision making.

The directors are given access to independent professional advice at the group’s expense, when the directors deem it is necessary in order for them to carry out their responsibilities. The board considers all its non-executive directors to be independent notwithstanding the shareholdings shown in this report.

Professional development

On appointment, the directors take part in an induction programme when they receive information about the group, the role of the board and the matters reserved for its decision, the terms of reference and membership of the principal board and management committees, and the powers delegated to those committees, the group’s corporate governance practices and procedures, including the powers reserved for the group’s most senior executives, and the latest financial information about the group. This is supplemented by visits to key locations and meetings with other key senior executives. Throughout their period in office the directors are continually updated on the group’s business, the competitive and regulatory environments in which it operates, corporate social responsibility matters and other changes affecting the group and the industry in which it operates as a whole, by written briefings andmeetings with senior executives.

On appointment, the directors take part in an induction programme when they receive information about the group, the role of the board and the matters reserved for its decision, the terms of reference and membership of the principal board and management committees, and the powers delegated to those committees, the group’s corporate governance practices and procedures, including the powers reserved for the group’s most senior executives, and the latest financial information about the group. This is supplemented by visits to key locations and meetings with other key senior executives. Throughout their period in office the directors are continually updated on the group’s business, the competitive and regulatory environments in which it operates, corporate social responsibility matters and other changes affecting the group and the industry in which it operates as a whole, by written briefings andmeetings with senior executives.

Relations with shareholders

The Chairman gives feedback to the board on issues raised with him by major shareholders as suggested by the new Combined Code. Effective two-way communication with fund managers, institutional investors and analysts is actively pursued and this encompasses issues such as performance, policy and strategy. During the period the Directors have had meetings with analysts and institutions and will continue to do so.

The group maintains a corporate website (www.fieldbury.co.uk) containing a wide range of information of interest to institutional and private investors. The group has frequent discussions with institutional shareholders on a range of issues affecting its performance. These include meetings following the announcement of the annual results with the group’s largest institutional shareholders on an individual basis. In addition, the group responds to individual ad hoc requests for discussions from institutional shareholders. There is also an opportunity, at the Company’s Annual General Meeting for individual shareholders to raise general business matters with the full Board and notice of the Company’s Annual General Meeting is circulated to all shareholders at least 20 working days before such meeting.

Internal control

In accordance with the guidance of the Turnbull Committee the board of directors is responsible for the group’s system of internal control; sets appropriate policies on internal control; seeks regular assurance that enables it to satisfy itself that the system is functioning effectively; and ensures that the system of internal control is effective in managing risks in the manner which it has approved.

The directors continue to review the effectiveness of the group’s system of financial and non-financial controls, including operational and compliance controls, risk management and the group’s high level internal control arrangements. These reviews include an assessment of internal controls and, in particular, internal financial controls.

The group views the careful management of risk as a key management activity. Managing business risk to deliver opportunities is a key element of all activities. These business risks, which may be strategic, operational, reputational, financial or environmental, should be understood and visible. The group does not have an internal audit function and the board will consider the need to create one as the group grows. There are no significant issues disclosed in the financial statements for the period ended 31 December 2006 and up to the date ofapproval of the report and financial statements that have required the board to deal with any material internal control issues.

Remuneration committee

The group has established a remuneration committee, which will continue to operate with formally delegated duties and responsibilities. The remuneration committee comprises Andy Polansky (Chair) and Rory Stear. The remuneration committee meets twice during the year; where, if necessary, non-committee members are invited to attend. The committee’s principal responsibilities are:

The audit committee

The audit committee comprises Vivake Gupta, Rory Stear and Andy Polansky. The audit committee meets at least once during the year. Under its terms of reference, the audit committee monitors the integrity of the group’s financial statements and any formal announcements relating to the group’s performance. The committee is responsible for monitoring the effectiveness of the external audit process and making recommendations to the board for ensuring that an appropriate relationship between the group and the external auditors ismaintained, including reviewing non-audit services and fees.

Auditors’ independence and objectivity

The audit committee reviews all services being provided by the external auditors to review the independence and objectivity of the external auditors, taking into consideration relevant professional and regulatory requirements, so that these are not impaired by the provision of permissible non-audit services. Details of the amounts paid to the external auditors are set out in the 2008 annual financial statements.