Directors´ Report
(continued)
14
David Szostak (Non-executive Director) was appointed on April 4, 2008. He is Chief Financial Officer of XLTechGroup, Inc. and PetroAlgae LLCLLCLLC, as well as President of PetroAlgae Inc. He has over 20 years´ experience in industry. Other positions held by
Mr. Szostak were CFO of Hetra Computer Inc. and Corporate Controller at Extel, Inc. Mr. Szostak has a Bachelor of Science in Finance at Southern Illinois University, with graduate studies at DePaul University in Chicago.
Directors´ Interests
The directors at December 31, 2008 and their beneficial interests in the share capital of the Group, other than with respect to options to acquire ordinary shares (which are detailed in the analysis of options included in the Directors´ Remuneration Report) are as follows:
December 31,2008
January 1, 2008
(or earlier date of
(or later date of
resignation)
appointment)
Common Shares of
Common Shares of
US$0.001 each
US$0.001 each
G.N. Vernon
Nil
Nil
R.D. Armstrong
543,059
602,561
R.K. Brenner
Nil
Nil
K.E. Bigsby
172,161
172,161
A.J. Reade
Nil
Nil
B.M. Riley
Nil
Nil
K.D. Noonan
Nil
Nil
D.P. Szostak
Nil
Nil
There have been no reported changes in the Director´s shareholdings in the period from December 31, 2008 to April 1, 2009.
Directors Indemnity Insurance
The Group has taken out insurance to indemnify, against third party proceedings, the Directors of the Group whilst serving on the Board of the Group and of any subsidiary, associate or joint venture. This cover indemnifies all employees of the Group who serve on the boards of all subsidiaries. These qualifying third party indemnity policies subsisted throughout the year and remain in place at the date of this report.
Capital Structure
The capital structure of the Group comprises common shares of US$0.001 each.
There are specific restrictions on the transfer of shares by a key shareholder, Laurus/Valens Group, until June 1, 2009. There are no significant agreements to which the Group is a party that take effect, alter or terminate upon a change in control of the Group following a takeover bid.
Substantial Shareholdings
At March 30, 2009, the Group has been advised, in accordance with DTR 5 (Disclosure and Transparency Rules), of the following shareholdings amounting to 3% or more of the ordinary share capital of the Group.
Number
Percentage
Laurus/Valens Group
10,542,681
47.9%
State Street Nominees
5,123,799
23.3%
Vidacos Nominees
2,341,830
10.6%
Bank of New York
2,176,800
9.9%
Auditors
Aresolution to reappoint KPMPMG LLPLLPLLP, a U.S. limited liability partnership, as auditors and to authorize the Directors to determine their remuneration will be proposed at the Annual General Meeting.
Directors´ Statement as to Disclosure of Information to Auditors
The Directors who were members of the Board at the time of approving this report are listed on page 12. Having made enquiries of fellow Directors and of the Group´s auditors, each of these Directors confirms that:
• To the best of his knowledge and belief, there is no information relevant to the preparation of their report of which the Group´s auditors are unaware; and
• Each Director has taken all the steps a Director might reasonably be expected to have taken to be aware of relevant audit information and to establish that the Group´s auditors are aware of that information.
By order of the Board
Geoffrey Vernon
Chairman
April 1, 2009
