AIM Rule 26 Information - Evolve Capital plc

The below information is provided as requested by AIM Rule 26.

1. Description of the business of Evolve Capital plc

Evolve was incorporated in September 2007 in order to invest in equities, convertible or nonconvertible
debt and/or options and warrants in companies which are quoted on, or intending to join,
the PLUS-quoted market by way of an IPO. On 28 December 2007 Evolve was admitted to trading on
AIM and completed the raising of some £4 million of new equity capital.

Evolve was re-admitted to trading on AIM on 31 December 2008 following an all share offer by Evolve to acquire the entire issued and to be issued share capital of Blue Oar plc, now renamed Astaire Group Plc ("Astaire"). The offer was declared unconditional on 29 December 2008 with acceptances of 50.5% and Evolve is now the holding company of the Astaire group.

Astaire is a specialist investment banking business incorporated in England and Wales. Formed in 1995 and quoted on AIM, it is the holding company of two distinct regulated financial services businesses:

- Rowan Dartington & Company Limited (private client stockbroking
and asset management);
- Astaire Securities plc (institutional stockbroking);

Further information on Astaire can be found at www.astairegroup.co.uk

The Directors have significant expertise in operating in publicly quoted markets both as principals and
advisers and in the following sectors: financial services, leisure operations (including online), media
content provision and distribution, software, health care and natural resources.

Evolve will continue to seek to invest in companies with all or some of the following characteristics:

– companies that are quoted on the PLUS-quoted market or AIM, or are currently undertaking or
intend to undertake an IPO on the PLUS-quoted market;

– companies with a market capitalisation, or anticipated market capitalisation, of less than £20 million;

– companies that operate in industries where the Directors have experience, in particular financial
services, leisure operations (including online), media content provision and distribution, software,
health care and natural resources;

– companies where the Company can take a minority stake and be an active investor; and

– companies operating in the UK.

The objective of the Board is to generate capital appreciation from investments over the medium term.
The Directors have a wide range of experience of investing in early stage and smaller companies and
recognise that such investments can carry a significant risk whilst also providing the opportunity for
significant gain. The Directors intend to minimise the risk and maximise the potential return by using
the disciplines of due diligence and corporate governance involved in obtaining a public quotation and
when investing, will identify how the Company will be able to realise its investment within a reasonable
timeframe.

The Directors believe that the PLUS-quoted market provides an ideal opportunity for pre-IPO
investment in particular as it combines the discipline included in obtaining a quotation with a cost
effective and appropriately regulated market place for smaller companies. PLUS is a recognised
investment exchange in the UK, operating both primary and secondary markets, with a current total
market capitalisation of approximately £2.3 billion. PLUS is a relatively new stock exchange for
London and the Directors will also consider the suitability of other such new markets, trading
platforms or stock exchanges in the UK should others be established in the future.

Evolve has completed three investments since its admission to AIM in December 2007. Brief details of
the investments are set out below:

Aconite Technology Limited (“Aconite”)

Aconite is a private company that has developed and is marketing a suite of open platform software
products that are designed to enable the issuers of credit cards and other plastic payment cards to
migrate to the new EMV industry standard (chip and pin) cards without the need to replace their
existing infrastructure, which was designed and installed to process and manage magnetic stripe cards.
Aconite’s software is also designed to enable card issuers to issue and manage pre-paid debitcards on
an efficient and highly cost effective basis. Evolve invested £500,000 in the ordinary share capital of
Aconite in March 2008. On the basis of the valuation at which a subsequent investment in Aconite was
made in July 2008 by Datacard Group, the world’s leading provider of payment card solutions, Evolve’s
investment would be valued at some £662,000, representing a notional uplift of £162,000.

Woodspeen Training PLC (“Woodspeen”)

Woodspeen is a training company addressing the government funded vocational training sector, with a
specific focus on the Learn Direct and Train to Gain programmes.Woodspeen’s management comprise
the previous Chief Executive and co-founder as well as the previous Finance Director of BPP, a fully
listed company and one of the UK’s leading professional training companies. Evolve invested £300,000
in the ordinary share capital of Woodspeen in January 2008. Woodspeen was subsequently admitted to
the PLUS-quoted market in March 2008 as an investment company and made its first acquisition,
Futures Training Centres Limited, in May 2008. Based on Woodspeen’s mid market share price on the
PLUS-quoted market as at 4 December 2008, Evolve’s shareholding would be valued at £787,500.

Pulse Group PLC (“Pulse”)

Pulse is positioned as a leading provider of RPO (research process outsourcing) in Asia Pacific and
services market research companies based throughout the world. Evolve initially invested £500,000 in
the ordinary share capital of Pulse in June 2008 by acquiring 9,888,888 shares and Pulse joined the
PLUS-quoted market later that month. Since then, Evolve has reduced the level of its investment
through the disposal of 6,718,888 shares and based on Pulse’s mid market share price on the
PLUS-quoted market as at 4 December 2008, Evolve’s current shareholding would be valued at
£602,479.

3D Diagnostic Imaging Plc ("3D")

3D is the holding company for Dundee based Cariescan Ltd, which has created a dental product using IP that has come out of the universities of St Andrews and Dundee. The Cariescan Pro, as it is called, is capable of detecting dental caries (tooth decay) inside a tooth more accurately than x-ray, and more safely. 3D was admitted to the PLUS-quoted market on 21st April 2009.

2.     The names of its directors and brief biographical details of each, as included in the admission document;
The Board comprises:

Oliver Vaughan, Executive Chairman (age 62)

In 1966 Oliver co-founded Juliana’s Holdings PLC, which became the world’s largest discotheque
entertainment group and which floated on the Official List of the London Stock Exchange in 1983.
Following its sale for over £30 million to Wembley PLC in 1988, Oliver became an executive director
of Wembley PLC. In 1994 Oliver was appointed chief executive of the newly-formed Gander Holdings
PLC, a London based property company specialising in the acquisition and development of prime Kensington and Chelsea residential real estate. Gander Holdings PLC was one of the first 15 companies to join AIM. Oliver was a founder director of what is currently The Evolution Group PLC and served as a director of that company from 1997 to 2006 and is chairman of Hansard Communications Limited. Until 5 December 2008 Oliver was the Chairman of Blue Oar. Oliver has been a director of a number of AIM quoted investment companies. Oliver is registered with the FSA as an Investment Adviser and is a partner in Whim Gully Capital LLP.

Michael Jackson, Non-executive Director (age 58)

Michael founded Elderstreet Investments Limited in 1990 and is its Executive Chairman. For the past
25 years, he has specialised in raising finance and investing in quoted and unquoted smaller companies.
Michael has been Chairman of two FTSE 100 companies, PartyGaming PLC and from 1997 until
August 2006, The Sage Group PLC. He is also a director of and investor in many other quoted and
unquoted companies, including Elderstreet portfolio companies Snacktime plc and Kellan Group PLC.
Michael studied law at Cambridge University, and qualified as a chartered accountant with Coopers and
Lybrand before spending five years in marketing for various US multinational technology companies.
David Snow, Non-executive Director (age 47)

David was involved in the money and derivatives markets for 20 years, starting at Cayzer Limited before
joining Harlow Butler. Until 1999 he was Chief Executive of Harlow Butler UK Limited and Garban
Europe Limited, where he was responsible for approximately 500 brokers (money markets, capital
markets and foreign exchange) and 100 back office staff. He prepared Garban Europe Limited for a successful               stock market float (a year later the company merged with ICAP). Since then he has developed his private interests          which include property, printing, security and farming. David was a non- executive director of Blue Oar from June 2007 to 5 December 2008.
3.     A description of the responsibilities of the members of the board of directors and details of any committees of the board of directorsand their responsibilities;

Oliver Vaughan, as executive director, will be responsible for the day to day operations of the Company including vetting potential investee companies and due diligence. He will make recomendations to the Board, who will make decisions concerning the investment of the Company's funds.

The Directors have established an audit committee to receive and review reports from management and from the auditors relating to the interim and annual accounts and to the system of internal financial control. The audit committee will comprise Michael Jackson and David Snow with Michael Jackson as chairman.

The Directors have also established a remuneration committee, which will, when applicable, determine the terms and conditions of service of executive directors. The remuneration committee will comprise David Snow and Michael Jackson, with David Snow as chairman.
In addition, the Directors have established an AIM compliance committee which will monitor the Company’s ongoing compliance with the AIM Rules and liaise as necessary with the Company’s Nominated Adviser from time to time. The AIM compliance committee will comprise Michael Jackson and David Snow, with Michael Jackson as chairman.

The Company has adopted a code based on the Model Code for Directors’ Dealings and will take all proper and reasonable steps to ensure compliance by the Directors and relevant employees.

The Directors recognise the importance of sound corporate governance commensurate with the size and stage of development of the Company and the interests of Shareholders. As the Company grows, the Directors intend that it should develop policies and procedures that reflect the Principles of Good Governance and Code of Best Practice, as published by the Committee on Corporate Governance (commonly known as the “Combined Code”). So far as is practicable, taking into account the size and nature of the Company, the Directors will take steps to comply with the Combined Code.
4.     Country of incorporation and main country of operation: England and Wales
5.     Details of any other exchanges or trading platforms on which the AIM company has
        applied or agreed to have any of its securities (including its AIM securities) admitted or
      traded: PLUS Markets.

6.     The number of AIM securities in issue (noting any held as treasury shares); 178,486,235 ordinary shares of 1p each.

7. The percentage of AIM securities that is not in public hands : 18.44 %

8. The identity and percentage holdings of significant shareholders ;

Oliver Vaughan 8.35%

Edward Vandyk 7.66%

Barrie Newton 6.19%

Jamie Vaughan 4.38%

Jeremy Vaughan 4.38%

Tom Vaughan 3.78%

Westminster Enterprises Ltd. 3.75%

Bluehone Holdings Plc. 5.29%

Andbanc Group Agricol Reig 3.15%

9. Details of any restrictions on the transfer of its AIM securities :None

10. Most recent annual report published pursuant to rule 19 and all half-yearly, quarterly or similar reports published since the last annual report pursuant to rule 18:Interim report 2008; Year End Accounts; Interim Report 2009;