Synchronica plc - Company Share Information

04 January 2012

Description of Capital Structure

The share capital of Synchronica consists of ordinary shares (the Shares) without restrictions on transfer. As of 31 December 2011, 158,707,089 Shares were issued and outstanding.

The holders of Shares:

1. Have equal rateable rights to dividends and other distributions if and when declared, paid, or made on the ordinary share capital of Synchronica
2. Are entitled to share rateably in all of the assets of Synchronica available for distribution to holders of Shares upon the liquidation, dissolution, or winding up of the affairs of Synchronica
3. Do not have pre-emptive rights on transfer, subscription or conversion rights, or redemption or sinking fund provisions
4. Are entitled to one (non-cumulative) vote per share on all matters on which shareholders may vote
5. Are generally able, provided that the Shares are fully paid and that no lien attaches to the Shares, to transfer their Shares without restriction (there are no pre-emption rights in relation to share transfers), subject to the provisions of the AIM rules which restrict directors of Synchronica and applicable employees from dealing in Shares during certain periods
6. Are not required to contribute additional capital to Synchronica

The rights attaching to the Shares are contained in the articles of association of Synchronica combined with the relevant statutory provisions of the Companies Act 2006 which would normally include pre-emption rights when Synchronica proposes to issue Shares.

Escrowed Securities

The following table sets out the number of Shares of Synchronica held in escrow under the policies of the TSX-V as at the financial year ended December 31, 2010. The Shares are being held under conditions that require that shares of a company newly listed on the TSX-V held by principals (as defined in the TSX-V Corporate Finance Manual) be held in escrow pending release in accordance with a prescribed schedule. 25 % of the Shares subject to the escrow were released on September 21, 2011, and the remainder of the Shares are to be released according to the following schedule: 25 % on March 21, 2011; 25 % on September 21, 2011; and 25 % on March 21, 2012. The terms of the escrow are set out in an escrow agreement dated September 16, 2010, between Synchronica, Computershare Investor Services Inc. (the escrow agent), and each of the shareholders whose Shares are held in escrow.