1. PURPOSE

• To ensure that share issuances are properly authorised, recorded, and reconciled.
• To maintain the integrity of the Company’s statutory register of members.
• To prevent unauthorised issuance, duplication, alteration, or deletion of share records.
• To ensure compliance with the Companies Act 2006 and related obligations under the laws of England and Wales.

2. AUTHORISATION OF SHARE ISSUANCE

2.1 No shares shall be issued without formal approval of the board of directors or a duly authorised delegate acting within delegated authority.

2.2 Prior to issuance, the following must be confirmed:

• Availability of authorised but unissued shares
• Completion of subscription agreement
• Receipt of cleared funds
• Completion of required AML and KYC procedures
• Confirmation of applicable share price and round

2.3 All approvals shall be documented and retained.

3. REGISTER OF MEMBERS

• The Company shall maintain an accurate and up-to-date register of members in accordance with section 113 of the Companies Act 2006.
• The register shall record: Name, Address, Number and class of shares held, Date of registration, Consideration paid.
• The register of members shall constitute prima facie evidence of title to shares.
• The register shall not be altered except in accordance with applicable law and this Procedure.

4. APPEND-ONLY LEDGER CONTROL

• The Portal share ledger shall operate on an append-only basis.
• No ledger entry may be deleted once recorded.
• Corrections shall be implemented by reversal entry with full audit explanation.
• All ledger entries must reference: Investor identity, Transaction type, Share quantity, Price per share, Approval authority, Timestamp.

5. SEGREGATION OF DUTIES

• No single individual shall have unilateral authority to: Approve KYC, Approve payment, Issue shares, Update the register.
• At minimum, share issuance shall involve two levels of review where practicable.

6. SHARE CERTIFICATES OR CONFIRMATIONS

• Where applicable, an electronic Share Issuance Confirmation shall be generated following registration in the register of members.
• Such confirmation is evidence of issuance but does not supersede the register.

7. CAPITAL RECONCILIATION

• The total number of issued shares recorded in the register shall be periodically reconciled against: Board approvals, Portal ledger records, Subscription agreements, Payment confirmations.
• Any discrepancy shall be investigated immediately and documented.

8. ACCESS CONTROL

• Access to modify the register or ledger shall be restricted to authorised personnel only.
• Role-based permissions shall be enforced within the Portal.
• All administrative actions shall be logged.

9. RECORD RETENTION

• Subscription agreements, approvals, and supporting documents shall be retained in accordance with statutory record-keeping requirements.
• Electronic backups shall be maintained.

10. AUDIT AND REVIEW

• The register and ledger shall be subject to periodic internal review.
• The Company may appoint auditors or independent reviewers where appropriate.

11. BREACH HANDLING

• Any unauthorised alteration, attempted deletion, or irregularity must be reported to the board immediately.
• Remedial action shall be documented and retained.

12. GOVERNING LAW

This Procedure shall be governed by and construed in accordance with the laws of England and Wales.