Investors

Olivia Edwards

Executive Chairperson

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Olivia Edwards is an executive and board leader with a strong record in governance, capital markets, and technology-driven enterprise. As Executive Chair of Cel AI, Ms. Edwards directs the company’s strategic vision at the forefront of artificial intelligence, drawing on her expertise in AI, crypto, and advanced technology sectors.

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Ms. Edwards currently serves on the boards of Pioneer AI Foundry Inc. (CBOE: JPEG), Kua Investments Inc. (TSXV: KUAI.P), and Standard Strategies Inc. (CSE: SBTC), providing oversight and strategic direction to innovative ventures in digital assets, blockchain infrastructure, and emerging technology markets. Her career includes operational and governance experience, guiding firms through public listings, managing financings, and ensuring regulatory compliance in both Canadian and UK jurisdictions.

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She holds a Bachelor’s degree in Cognitive Systems—focusing on artificial intelligence—alongside a Master of Management and completion of the Canadian Securities Course, bringing strong financial acumen and technical grounding to each of her roles. Leveraging this multidisciplinary expertise and experience in regulatory and capital market environments, Ms. Edwards is focused on advancing Cel AI’s growth and innovation in the technology sector.

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Elliot Fielding
Chief Financial Officer

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Elliot Fielding qualified as a Chartered Accountant at Deloitte, with experience in Audit and Transaction Services. Elliot has advised clients ranging from large multinational and listed companies to smaller, privately owned and managed operations, in various sectors including law, TMT, real estate, sport and travel. Currently, he is the managing partner of Sampson Fielding, a firm of Chartered Accountants and Business Advisors. Elliot was previously a director of AQSE-listed Flex Labs Inc.

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Misha Sher
Non-Executive Director

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Misha is a senior marketing executive with over two decades of experience working with leading brands, rights holders and talent. Mr Sher spearheaded the growth of an award-winning sports, entertainment and culture business unit at MediaCom, one of the world’s largest media and communications agencies. He has worked with some of the world’s largest brands including eBay, Uber, Coca-Cola, P&G, American Airlines, Apple and Toyota on investment in leading cultural properties. He currently serves as NED at the European Sponsorship Association.

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OAK Securities Ltd - 857,686,360- 14.91%

Olivia Edwards - 403,000,000 - 7.00%

Marallo Pte Ltd - 325,000,000 - 5.65%

As a company a Listing in the Transition Category, Cel AI PLC is not required to comply with the provisions of the Corporate Governance Code published by the Financial Reporting Council (FRC Corporate Governance Code). The Company notes that it will not undertake the following steps required by the FRC Corporate Governance Code in that:

• given the size of the Board and the Company’s current status, certain provisions of the FRC Corporate Governance Code (in particular the provisions relating to the composition of the Board and the division of responsibilities between the Chairman and chief executive and executive compensation), are not being complied with by the Company as the Board considers these provisions to be inapplicable to the Company;
• the Company will not initially have separate audit and risk, nominations or remuneration committees. The Board as a whole will instead review audit and risk matters, as well as the Board’s size, structure and composition and the scale and structure of the Directors’ fees, taking into account the interests of Shareholders and the performance of the Company, and will take responsibility for the appointment of auditors and payment of their audit fee, monitor and review the integrity of the Company’s financial statements and take responsibility for any formal announcements on the Company’s financial performance;
• the FRC Corporate Governance Code recommends the submission of all directors for re-election at annual intervals. None of the Directors will be required to be submitted for re-election until the first annual general meeting of the Company; and
• the Board does not comply with the provision of the FRC Corporate Governance Code that at least half of the Board, excluding the Chairman, should comprise non-executive directors determined by the Board to be independent. In addition, the Company has not appointed a senior independent director. The Company intends to appoint additional independent non-executive directors in the future so that the Board complies with these provisions.
• However, in the interests of observing best practice on corporate governance, the Company intends to comply with the provisions of the Corporate Governance Code published by the Quoted Companies Alliance (QCA Corporate Governance Code) insofar as is appropriate having regard to the size and nature of the Company and the size and composition of the Board.
  

The FCA, in its capacity as UK Listing Authority, will not have the authority to (and will not) monitor the Company’s compliance with any of the Listing Rules which the Company has indicated that it intends to comply with on a voluntary basis, nor to impose sanctions in respect of any failure by the Company so to comply. However, the FCA would be able to impose sanctions for non-compliance where the statements in its Prospectus are themselves misleading, false or deceptive.

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Registered Office

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9th Floor
16 Great Queen Street
London WC2B 5DG

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Registrars

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Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS13 8AE

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Solicitors to the Company

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Fladgate LLP
9th Floor
16 Great Queen Street
London WC2B 5DG

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Media Relations

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First Sentinel
72 Charlotte Street
London W1T 4QQ

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Corporate Stockbrokers

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First Sentinel
72 Charlotte Street
London W1T 4QQ

Novum Securities Ltd
57 Berkeley Square
London W1J 6ER

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Auditors and Reporting Accountants

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PKF Littlejohn LLP
15 Westferry Circus
Canary Wharf
London E14 4HD

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