Principle 1: “Establish a purpose, strategy and business model which promotes long-term value for shareholders.”

As Fortis Frontier is currently an AIM Rule 15 cash shell it is required to make an acquisition, or acquisitions, which constitute a reverse takeover under AIM Rule 14 (including seeking re-admission as an investing Company (as defined under the AIM Rules) on or before 10 May 2026 or be re-admitted to trading on AIM as an investing Company under the AIM Rules (which requires the raising of at least £6 million in cash), failing which the Ordinary Shares would then be suspended from trading on AIM pursuant to AIM Rule 40. Admission to trading on AIM would be cancelled six months from the date of suspension should the reason for the suspension not be rectified during that period. Consequently, the Board is carefully considering the strategic options available to it in order to maximise shareholder value. As the Chairman has experience in utilising cash shells to acquire growing businesses, with a demonstrable record of increasing shareholder value, this includes reviewing acquisition opportunities in a variety of sectors as well as considering a return of cash to shareholders.

Principle 2: “Promote a corporate culture that is based on ethical values and behaviours.”

The Board believes that the promotion of a corporate culture based on sound ethical values and behaviours is essential to maximise Shareholder value and it therefore has a zero-tolerance approach to bribery and corruption. As noted above Fortis Frontier is currently an AIM Rule 15 cash shell and therefore has no business, or employees other than the two directors. The implementation of this principle will be reviewed when a suitable acquisition opportunity is identified.

Principle 3: “Seek to understand and meet shareholder needs and expectations.”

The Board believes it is important to provide shareholders with clear and transparent information on the Group's activities, strategy and financial position.  Responsibility for investor relations rests with the Chairman whose contact details are provided on the website. His contact details and the contact details of the Company and the Company’s advisors are also contained on all announcements released via RNS should shareholders wish to communicate with the Board. The Chair has also engaged Walbrook PR to respond to shareholder queries. Please email fortisfrontier@walbrookpr.com or call 020 7933 8790 with any enquiries.

Copies of all shareholder communications are provided on the Company’s website and regular shareholder communications are made through RNS providing updates to shareholders on matters affecting the Company and those of a regulatory nature.

The Annual General Meeting is the principal forum for dialogue with shareholders who are encouraged to attend.  Investors can also subscribe to our investor alert service and receive all press releases, financial results and other key shareholder messages as soon as they become available - 
Investor Alert | Fortis Frontier plc

The Company’s broker arranges meetings with the Company’s institutional and other shareholders as appropriate during the year. The Board also ensures that the voting decisions of Shareholders are reviewed and monitored and that approvals sought at the Company’s AGM are generally within the recommended guidelines of the QCA Code.

Principle 4: “Take into account wider shareholder interests, including social and environmental responsibilities, and their implications for long term success.”

The Board recognises its prime responsibility under UK corporate law is to promote the success of the Company for the benefit of its members as a whole. However it also understands that meaningful engagement with all stakeholders is vital for the future success of the Company and how this is implemented will be reviewed when a suitable acquisition opportunity is identified.

Principle 5: “Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation.”

Responsibility for the management of risk in the business rests with the Board. At present the Company is an AIM Rule 15 cash shell and consequently the main focus of the Board is the preservation of cash.

Principle 6: "Establish and maintain the board as a well-functioning, balanced team led by the chair."

The members of the board have a collective responsibility and legal obligation to promote the interests of the Company and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the chair of the board.

The QCA Code recommends that boards of AIM companies have an appropriate balance between executive and non-executive directors, at least two of which should be independent. The Board currently comprises an Executive Chairman and one further Executive Director. Given the Company’s current status as an AIM Rule 15 cash shell and the limited size of its operations, the Board believes that this streamlined structure is appropriate in the short term, although it does not comply with the QCA Code recommendation for at least two independent non-executive directors. The Board will keep its composition under regular review and expects to re-introduce non-executive directors as and when the Company identifies and executes a suitable transaction.

Given the current size of the Board and the Company’s status as an AIM Rule 15 cash shell, the Board has determined that it is not practical to maintain separate Audit, Remuneration and Nomination Committees. Accordingly, the full Board is responsible for discharging the functions that would otherwise be delegated to these committees, including oversight of financial reporting and internal control, setting senior management remuneration and overseeing Board appointments. This represents a departure from the QCA Code, and the Board will keep this arrangement under review as the Company’s circumstances develop.

Principle 7: “Maintain appropriate governance structures and ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities.”

The two directors have significant financial, public markets and governance experience and bring a mix of skills and personal qualities to the board. Both directors take their continuing professional development seriously and undertake appropriate training by attending conferences and seminars as well as technical  updates from relevant professional bodies.

As well as providing training on compliance with the AIM Rules on induction, the Company’s NOMAD provides regular updates to the directors in the areas of governance, regulatory compliance and the AIM Rules. The Directors have access to the Company’s other advisers as required including legal advisers and the auditors and they also have the authority to obtain external advice as deemed necessary.

Principle 8: “Evaluate board performance based on clear and relevant objectives, seeking continuous improvement.”

The performance of the Directors is reviewed informally by the Chair on an ongoing basis and action taken to address any issues arising as appropriate. The Directors have a detailed knowledge of the business and the requirements of Directors’ fiduciary duties.  Further training and development will be considered as appropriate when a suitable acquisition opportunity is identified.  As previously noted, the Directors have access to the Company’s NOMAD, lawyers and auditors as and when required. They are also able, at the Company’s expense, to obtain advice from external bodies if required.

There is a strong flow of communication between the Directors with the agenda for board meetings containing standing Agenda items as well as additional items dealing with the strategic and operational needs of the business. Papers are circulated in advance to give Directors ample time to review the documentation and ensure an effective meeting.  Resulting actions are tracked for appropriate delivery and follow-up.

Principle 9: “Establish a remuneration policy which is supportive of long-term value creation and the Company’s purpose, strategy and culture.”

As the Company is currently an AIM Rule 15 cash an appropriate remuneration policy will be developed and implemented when a suitable acquisition target is identified.

Principle 10: “Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.”

The Board recognises that meaningful engagement with all stakeholders is vital to the continued success of the Company. The results of all General Meetings are announced via RNS and the Annual Reports of the Company since Admission are available on the Company’s website as are all circulars, shareholder communications and the Company’s admission document. Further information on investor relations activities is described above in relation to Principle 3.