Board Committees From 1 August 2006, the Board has consisted of two executive Directors (one of whom is Chairman and Chief Executive) and two non-executive Directors. At lease one-third of the Board therefore is comprised of non-executive directors, as recommended by provision A.3.1 of the Combined Code. The Board is responsible for determining policy and business strategy, setting financial and other performance objectives and monitoring achievement. The Combined Code states that there should be a nomination committee to deal with the appointment of both executive and non-executive directors except in circumstances where the Board is small. The Directors consider the size of the current Board to be small and have not therefore established a nomination committee. The appointment of executive and non-executive directors is currently a matter for the Board as a whole. This position will be reviewed should the number of directors increase substantially. The non-executive Directors are independent of management and are free from any business or any other relationship which could interfere materially with the exercise of their independent judgement. The non-executive directors are appointed for specified terms and are subject to re-election and to Companies Act provisions relating to the removal of a director. Re-appointment of non-executive directors is not automatic. Under the Company’s Articles of Association, the appointment of all new directors must be approved by the shareholders in General Meeting. In addition, one third of directors are required to retire and to submit themselves for re-election at each Annual General Meeting. The Directors have established the following two committees, both of which report to the Board and have written terms of reference which deal clearly with their respective authorities and duties.

Audit Committee The audit committee receives and reviews reports from management and the external auditors relating to the interim report and annual accounts, reviews reporting requirements and ensures the maintenance of accounting systems is effective. The audit committee comprises Bob Critchlow and Rod Chamberlain. The audit committee has unrestricted access to the Company’s auditors. The audit committee also monitors the controls which are in force and any perceived gaps in the control environment. The Board believes that the current size of the Group does not justify the establishment of an independent internal audit department. Finance personnel are periodically instructed to conduct specific reviews of business functions relating to key risk areas and to report their findings to the Board.

Remuneration Committee The remuneration committee determines the scale and structure of the remuneration of the executive Directors and approves the granting of options to directors and senior employees and the performance related conditions thereof. It comprises two non-executive directors, Bob Critchlow and Rod Chamberlain. The remuneration and terms and conditions of appointment of the non-executive directors are determined by the Board.

Please click on the link below for details on the number of securities in issue, the number of securities held as treasure shares and, insofar as the Company is aware, the percentage of securities that is not in public hands together with the identity and percentage holdings of significant shareholders.

Gladstone plc’s issued share capital currently stands at 52,590,384 ordinary shares with a nominal value of 1p each, each share having equal voting rights.

Gladstone plc also has in issue 41,116,996 non-voting deferred shares of 9p each. All shares are allotted, called up and fully paid. The Company currently holds 4,525,000 Ordinary Shares in treasury. The total number of shares with voting rights is 48,065,384.

Corporate Finance Advisers Grant Thornton UK LLP Enterprise House 115 Edmund Street Birmingham West Midlands B3 2HJ

Auditors UHY Hacker Young LLP Quadrant House 17 Thomas More Street Thomas More Square London E!W 1YW.

Solicitors Pitmans 46 Castle Street Reading Berkshire RG1 7SR

Registrars Capita Registrars Northern House Woodsome Park Fenay Bridge Huddersfield West Yorkshire HD8 0LA

Brokers Fairfax I.S. plc 46 Berkley Square Mayfair London W1J 5AT

Principal Bankers Royal Bank of Scotland plc PO Box 12264 3rd Floor 1 Princes Street London EC2R 8PB