Information on the structure and management of ZOO is provided in the following sections:
ZOO Digital Group is incorporated in England and Wales (Registration Number 3858881) which is also its main country of operation.

Roger has over 20 years experience in the technology sector, encompassing senior sales, marketing and general management roles in the UK, Italy and the USA with IBM, Pyramid Technology Inc., and EMC Corporation. His most recent executive position was Chief Operating Officer at AIM-listed technology merchant bank Interregnum Plc through which he worked on the boards of more than a dozen technology companies.
He is a non-executive director of Downing Distribution VCT1 (DDV1.L), Keycom plc, mxData Limited and Charborough Capital Limited, and Professor of Management Practice at the Ashcroft International Business School of Anglia Ruskin University.
Roger chairs the Remuneration Committee and is a member of the Audit Committee.

Stuart has led software companies since the early 1990s. He has founded and managed three software development houses. With a Ph.D. in Computer Science from the University of Bristol, UK, he brings a technical edge to the leadership of ZOO Digital Group. In the early days of ZOO, Stuart initiated the research which led to a range of new methods to simplify the preparation of video products. He also invented a number of the core algorithms used by ZOO’s proprietary software — Stuart has more than 20 granted patents in the fields of image processing and media transformation. His knowledge of the technology and the industry has led ZOO’s development of innovative software as the enabler for its differentiated media transformation services. Stuart is also active in the search for new industry connections to propel sales and development.

Helen has been employed within the technical and services industry since 1993. After qualifying as a Chartered Accountant with PKF in 1991 she moved into a more commercially focussed role. Her extensive managerial and transaction experience came through her role as Finance Director within a highly acquisitive listed IT company. She joined ZOO to assist with the initial float in 2000 as Group Financial Controller and has gathered an invaluable knowledge of the companies in the group. She became Group Finance Director in 2006. Helen is also Company Secretary.

Gordon has held senior positions in sales and marketing roles for a variety of companies in the software industry since the early 1990s, both in the UK and US. Most recently he was Chief Operating Officer for Mediostream Inc. – a consumer DVD software developer – and joined ZOO in 2005 to establish a North American division. In addition to his role as Commercial Director Gordon is also President of ZOO’s US operation, responsible for all North America operations and has been pivotal in establishing relationships with a number of large US entertainment companies.

James is a portfolio manager at Foresight Group, a leading UK investment manager. He works closely with the boards of a number of SME UK companies as non-executive director of two and board observer of a further six companies. He was a strategy Consultant at Deloitte where he advised businesses in the healthcare, public sector and technology sectors. He has a first class degree in Natural Sciences and Management from Cambridge University and holds the CIMA advanced Diploma in Management Accounting. James has represented Great Britain at the Rowing World Championships and rowed for Cambridge in the Boat race.
James chairs the Audit Committee and is a member of the Remuneration Committee.

Duncan joined ZOO following the acquisition of the assets of Scope Seven Inc. in August 2007. He co-founded Scope Seven in 1997 where he was responsible for operations and revenues from post-production, compression and authoring services provided to US entertainment companies. He is an accomplished executive in the Hollywood post production industry and through an affiliate relationship he established with GDMX, a division of Warner Bros., has worked with many studios including Warner Home Video., 20th Century Fox, HBO and the BBC. In his role as COO of ZOO Duncan is responsible for all production operations and for growing service revenues with studio clients. Duncan sits on the New Media Council of the Producers Guild of America, an industry group that serves to represent the interests of professionals responsible for the art, craft and science of production in the entertainment industry.

Phil has worked in the pre-press industry since 1985, most recently with AGI Media Inc, Los Angeles where he was Production Director working on the creation of marketing materials and special packaging for the entertainment industry. Phil joined ZOO in 2006 and has been instrumental in establishing the company’s product and service offerings for the pre-media marketplace. In his role as Chief Technical Officer, Phil is responsible for providing direction for ZOO’s product development efforts to differentiate the company’s service offerings for the entertainment industry.
The Company’s issued share capital consists of 32,660,660 ordinary shares with a nominal value of 15 pence each (“Ordinary Shares”), each share having equal voting rights.
The Company does not hold any Ordinary Shares in treasury and therefore the total number of Ordinary Shares with voting rights is 32,660,660.
As of 9 January 2012 the Company had been notified, in accordance with the Disclosure and Transparency Rules, of the following shareholdings amounting to 3% or more of the ordinary share capital of the Company:
| Shareholder | No. of Ordinary Shares | % Issued Share Capital |
|---|---|---|
| Herald Investment Trust plc | 6,551,352 | 20.1 |
| Foresight Group** | 6,425,499 | 19.7 |
| Dr. Stuart A. Green* | 4,857,335 | 14.9 |
| JM Finn & Co | 3,112,962 | 9.5 |
| Multi Packaging Solutions Inc. | 2,148,642 | 6.6 |
| South Yorkshire Investment Capital Fund | 1,945,064 | 6.0 |
| Williams de Broe | 1,762,302 | 5.4 |
In accordance with the AIM Rules (Rule 26), in so far as the Company is aware, the percentage of the Company’s issued share capital that is not in public hands is 57.47%.
*Total shareholding excludes shares held in the ZOO Digital Group Share Incentive Plan (SIP).
** For the purpose of the above table, the investment in the name of Foresight Group has been consolidated. The investment is held in the names of Foresight 2 VCT plc, Foresight 3 VCT plc, Foresight 4 VCT plc and Noble VCT plc all of which are managed by Foresight Group.
The directors who held office at 9 January 2012 have the following beneficial interests, including family interests, in the 15p ordinary shares of ZOO Digital Group plc:
| Name of Director | No. of Ordinary Shares |
|---|---|
| Roger D. Jeynes | 120,000 |
| Dr. Stuart A. Green | 4,861,768 |
| Helen P. Gilder | 65,087 |
| Gordon Doran | 3,233 |
| James A. Livingston | 4,240 |
Total beneficial interest includes shares held in the ZOO Digital Group Share Incentive Plan (SIP).
The directors also have the following interest in 7.5% convertible unsecured loan stock, including family interests.
| Name of Director | £’000 |
|---|---|
| Roger D. Jeynes | - |
| Dr. Stuart A. Green | 171 |
| Helen P. Gilder | - |
| Gordon Doran | - |
| James A. Livingston | - |
James Livingston has a non beneficial interest in both shares and loan stock as an employee of Foresight Group.
The Company’s issued share capital consists of 32,660,660 ordinary shares with a nominal value of 15 pence each (“Ordinary Shares”), each share having equal voting rights.
The Company has Convertible Unsecured Loan Stock (CULS) in issue in the amount of £1.77m due in October 2013 carrying a coupon of 7.5% and at a conversion price of 48p.
As an AIM listed company, the Company is not required to comply with the Combined Code on Corporate Governance, however the Board supports the general principles therein.
The board meets formally at least eleven times a year but additional meetings are held to review and approve special matters if necessary. During 2011, no director was absent from more than one board meeting. Each director is provided with sufficient timely information to enable full consideration of matters reserved for the board which includes published financial statements, strategy, acquisitions, significant capital projects, budgets and borrowing facilities.
One-third of all directors are subject to annual re-appointment by shareholders.
All directors have access to the advice and services of the company secretary, who is also responsible for ensuring that board procedures are followed. Any director may take independent professional advice, if necessary, at the company’s expense.
The Board is chaired by Roger Jeynes and is responsible for creating value for shareholders, determining strategy, investment and acquisition policy, approving significant items of expenditure and consideration of significant financing and legal matters.
The Group is currently led and controlled by a Board consisting of three Executive Directors and two Non-executive Directors. The Board considers that the Non-executive Directors are independent and that each has specific expertise and experience, materially enhancing knowledge, judgement and overall performance of the Board.
The Audit Committee consists of James Livingston and Roger Jeynes.
The purpose of the Audit Committee, which is chaired by James Livingston, is to provide formal and transparent arrangements for considering how to apply the financial report and internal control principles set out in the Combined Code, and to maintain an appropriate relationship with the Company’s auditors. The key terms are as follows:
The Remuneration Committee consists of Roger Jeynes and James Livingston.
The purpose of the Remuneration Committee, which is chaired by Roger Jeynes, is to establish a formal and transparent procedure for developing policy on executive remuneration and to set the remuneration packages of individual full-time Executive Directors. The key terms are as follows:
| Date | Director Name | Trans- action Type | No. of Shares | Price | Total Share- holding* | % Holding |
|---|---|---|---|---|---|---|
| 9 Jan 2012 | J.A. Livingston | Buy | 4,240 | 11.0 p | 4,240 | 0.01 |
| 5 Jan 2012 | R.D. Jeynes | Buy | 100,000 | 9.3 p | 120,000 | 0.37 |
| 6 Sep 2011 | Dr. S. A. Green | Buy | 250,000 | 40 p | 4,857,335 | 14.9 |
| 6 Sep 2011 | Dr. S. A. Green | Conversion | 427,500 | 40 p | 4,607,335 | |
| 6 Dec 2010 | I.C. Stewart | Buy | 30,000 | 15 p | 1,705,365 | 7.17 |
| 26 Nov 2010 | H.P. Gilder | Buy | 9,176 | 58 p | 56,019 | 0.24 |
| 5 Jul 2010 | R.D. Jeynes | Buy | 20,000 | 40.5 p | 20,000 | 0.08 |
| 15 Jul 2009 | H.P. Gilder | Buy | 46,450 | 0 p | 46,843 | 0.22 |
| 6 Oct 2008 | Dr. S. A. Green | Buy | 1,333,333 | 15 p | 4,179,835 | 19.6 |
| 11 Apr 2008 | Dr. S. A. Green | Buy | 100,000 | 17 p | 2,846,502 | 15.89 |
| 24 Aug 2007 | Dr. S. A. Green | Buy | 2,540,000 | 25 p | 2,746,502 | 15.33 |
| 24 Aug 2007 | I. C. Stewart | Buy | 800,000 | 25 p | 1,675,365 | 9.35 |
| 23 Oct 2006 | 75:1 share consolidation | |||||
| 27 Sep 2006 | Dr. S. A. Green | Buy | 5,846,154 | 0.65 p | 15,487,654 | 3.49 |
| 27 Sep 2006 | I. C. Stewart | Buy | 4,615,385 | 0.65 p | 65,152,540 | 14.69 |
| 16 Feb 2006 | I. C. Stewart | Buy | 500,000 | 3.75 p | 60,537,155 | 19.07 |
| 1 Feb 2006 | I. C. Stewart | Buy | 714,000 | 3.5 p | 60,037,155 | 18.92 |
| 9 Jun 2004 | Dr. C. H. B. Honeyborne | Buy | 100,000 | 11.0 p | 100,000 | 0.04 |
| 12 Dec 2003 | I. C. Stewart | Buy | 7,142,857 | 10.5 p | 59,323,155 | 21.26 |
| 18 Aug 2003 | I. C. Stewart | Buy | 1,000,000 | 3.0 p | 52,180,298 | 23.96 |
| 16 Sep 2002 | I. C. Stewart | Buy | 1,004,260 | 3.0 p | 51,180,298 | 32.44 |
* Total shareholding excludes shares held in the ZOO Digital Group Share Incentive Plan (SIP).
