AIM Rule 26

Business Description

Fulcrum Utility Services Limited is the holding company for Fulcrum, an energy solutions company operating across the whole of mainland UK. Fulcrum's primary business is the provision of unregulated gas connection services to the residential, commercial and industrial markets in the UK.

Fulcrum designs and project manages connections to gas pipelines for customers seeking either a new connection or the alteration or refurbishment of an existing connection. Fulcrum outsources the physical labour associated with the connection to third parties. These connections range from simple, single-site alterations to large, complex multi-site new connections. In either case, Fulcrum's team of skilled design and engineering staff are required to design the connection to detailed specifications and to ensure the connection is appropriate and complies with extensive health and safety requirements. Fulcrum Pipelines, a subsidiary of Fulcrum Utility Services Limited is licensed as an Independent Gas Transporter in the UK which enables it to own and operate gas pipelines.

Fulcrum currently employs approximately 210 people (including agency staff and consultants), the majority of whom are based in Sheffield with an operations team located across mainland UK.

The registered office of the Company is:
Fulcrum Utility Services Limited
Registered in the Cayman Islands
Company Number FC030006
Ugland House
PO Box 309
Grand Cayman
KY1-1104
Cayman Islands

UK Establishment Address:
Fifth Floor
6 St Andrew Street
London
EC4E 3AE

The Company's country of operation is the United Kingdom.

Corporate Governance

There is no published corporate governance regime in the Cayman Islands and the UK Corporate Governance Code does not apply to companies listed on AIM. However, the Directors recognise the importance of sound corporate governance commensurate with the size of the Company and the interests of the Shareholders. So far as is practicable, taking into account the size and nature of the Company, the Directors propose to follow the recommendations set out in the Corporate Governance Code for Small and Mid-Size Quoted Companies published by he Quoted Companies Alliance.

The Board has established an Audit Committee and a Remuneration Committee with formally delegated duties and responsibilities as described below.

Takeover regulations

The company is subject to UK city code on Takeover & Mergers.

Committees

Audit Committee

The Chairman of the Audit Committee is Philip Holder with Stephen Gutteridge as the other non-executive member. No one other than the Audit Committee's Chairman and member is entitled to be present at a meeting of the Audit Committee, but the Company's external auditors together with the Chief Executive Officer and the Chief Financial Officer are also invited to attend the meetings.

The Audit Committee operates under terms of reference agreed with the Board and meets at least twice a year. The Audit Committee considers the adequacy and effectiveness of the risk management and control systems of the Group. It reviews the scope and results of the external audit, its cost effectiveness and the objectivity of the auditors. It also reviews, prior to publication, the interim results, preliminary announcement and the annual report and financial statements.

Remuneration Committee

The Chairman of the Remuneration Committee is Stephen Gutteridge with Philip Holder as the other non-executive member. The committee meets periodically as required and is responsible for overseeing the policy regarding executive remuneration and for approving the remuneration packages for the Group's executive directors and management including all personnel receiving remuneration exceeding £75,000 per annum. It is also responsible for reviewing incentive schemes for the Group as a whole.

Nominations Committee

As the Board is small, there is and will be no separate Nominations Committee and the appointment of new directors is considered by the Board as a whole.

For more information on the Fulcrum group please visit the Fulcrum website at www.fulcrum.co.uk
Directors' details
Board Committees
Memorandum and Articles of Association

Issued share capital

Number

ordinary shares of 0.1 pence per share

167,241,899

Insofar as it is aware, the percentage of AIM securities that is not in public hands

41.11%

The identity and percentage holdings of its significant shareholders (as at 01 March 2017).

Name of Shareholder

Number of
Ordinary Shares

Percentage of
Share Capital (%)

James Sharp & Co

26,265,667

15.71

Hargreave Hale

20,508,677

12.26

Miton Group

16,325,506

9.76

Blackrock Investment Management

13,094,390

7.83

Killik & Co

11,818,581

7.07

Livingbridge

7,418,494

4.44

Mr P A Bell

6,311,150

3.77

Henderson Global Investors

5,349,831

3.20

Shareholders' rights may be different than those for a UK incorporated company.
Admission documents
Nominated Adviser and other key advisers

© Fulcrum 2017

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