The information below is disclosed for the purpose of Rule 26 of the AIM Rules For Companies issued by the London Stock Exchange.

The Company is a business corporation incorporated in the British Virgin Islands (BVI) on 18 July 2006 under the BVI Business Companies Act, 2004 (the “Act”). There are a number of differences between the corporate structures of the Company and that of public limited company incorporated in England under the Companies Acts. Set out below is a description of the principal relevant differences between the rights and obligations of the shareholders of the companies incorporated in England and the BVI.

1. Pre-emptive rights: Shareholders do not have statutory pre-emption rights under the Act over further issues of shares of the Company. Certain restrictions on the ability of the Directors to allot Ordinary Shares are contained in the Articles of Association (“Articles”), which may be amended by a special resolution of shareholders and a resolution of the Directors, as described in paragraph 3.3 of Part IV of the Jetion’s Admission Document dated 3 July 2007
2. Takeovers: the Act does not contain provisions similar to those in the Takeover Code which, inter alia, oblige a person or persons acquiring at least 30 per cent. of voting rights in a company to which the Takeover Code applies to make an offer to acquire the remainder of the shares in such company. The Articles incorporate provisions similar to those contained in Rule 9 of the Takeover Code but may be amended by a resolution of the Directors or the Shareholders.
3.  Disclosure of interests in shares: under the Act, Shareholders are not obliged to disclose their interests in the Company in the same way as shareholders of certain public companies incorporated in the United Kingdom are required to do. In particular, the DTRs do not apply. The Articles of the Company incorporate provisions equivalent to those contained in the DTRs, but may be amended by a special resolution of the Shareholders and a resolution of the Directors.

Other than the above, there are no restrictions on the transfer of Jetion’s shares provided that the transfer is in accordance with the Articles of Association of Jetion (“Articles”) and the requirements for electronic settlement through CREST are met, if appropriate.  The relevant sections of the Articles are as follows:-

TRANSFER OF SHARES

Subject to these Articles, any Shareholder may transfer all or any of his Shares by an instrument of transfer in the form acceptable to the Board provided always that such instrument complies with the requirements of the Act.  The instrument of transfer shall be sent to the Company or as it directs for registration.

The instrument of transfer of any share shall be executed by or on behalf of the transferor and contain the name and address of the transferee. The Board may also resolve, either generally or in any particular case, upon request by either the transferor or transferee, to accept mechanically executed transfers.  The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof.  The Company shall not be required to treat a transferee of a share as a Shareholder until the transferee’s name has been entered in the Register.  Nothing in these Articles shall preclude the Board from recognising a renunciation of the allotment or provisional allotment of any share by the allottee in favour of some other person.

  The Board may require that an instrument of transfer is signed by a transferee if registration as a holder of the share imposes a liability to the Company on the transferee. 

Subject to the requirements of the Act and the laws of the British Virgin Islands, transfers of uncertificated shares which are traded on AIM may be effected by any method of transferring or dealing in securities introduced by AIM or operated in accordance with the AIM Rules or the Regulations as appropriate and which have been approved by the Board for such purpose.

The Board may resolve to, in its absolute discretion, and without giving any reason therefor, refuse to register a transfer of any share (not being a fully paid up share) to a person of whom it does not approve, or any share issued under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists, provided always that where any such share is listed on AIM or the Official List of the UK Listing Authority, the refusal does not prevent dealings in shares of that class from taking place on an open and proper basis.

REFUSAL TO REGISTER

The Board may also refuse to register a transfer of any share to more than four (4) joint holders or a transfer of any share (not being a fully paid up share) on which the Company has a lien provided always that where any such share is listed on AIM or the Official List of the UK Listing Authority, (“UKLA”) such discretion may not be exercised in such a way as to prevent dealings in the shares of that class from taking place on an open and proper basis.

No transfer shall be made to an infant or to a person of unsound mind or under other legal disability.

Without limiting the generality of the preceding Article, the Board may decline to recognise any instrument of transfer unless:-

   --- If applicable, a fee of such maximum sum as is prescribed in the AIM Rules to be payable or such lesser sum as the Board may from time    to time require is paid to the Company in respect thereof;
---the instrument of transfer is in respect of only one class of share;
---the instrument of transfer is lodged at the Office or such other place in the BVI at which the Register is kept in accordance with the Act or the Registration Office (as the case may be) accompanied by the relevant share certificate(s) and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do); and
---if applicable, the instrument of transfer is duly and properly stamped.
---If the Board refuses to register a transfer of any share, it shall, within two (2) months after the date on which the transfer was lodged with the Company, send to each of the transferor and transferee notice of the refusal.

   ---Notwithstanding the above provisions of the Articles, the Board may, subject to the Statutes and if permitted by the Act, permit shares of any class held in uncertificated form to be transferred without an instrument of transfer by means of a relevant system, including CREST.