TMT Investments
Annual Report 2020

Plain-text annual report

Annual Reports & Accounts 2020 For the year ended 31 December 2020 10 YEAR ANNIVERSARY OF ADMISSION TO AIM TMT is a publicly traded company providing exposure to high-growth, private companies in the technology sector. Then & Now DECEMBER 2011 NET ASSET VALUE $19.18M DECEMBER 2020 NET ASSET VALUE $177.92M NET ASSET VALUE PER SHARE NET ASSET VALUE PER SHARE $0.96 $6.10 INVESTMENTS MADE SINCE INCEPTION INVESTMENTS MADE SINCE INCEPTION 10 65+ PROFITABLE FULL AND PARTIAL EXITS PROFITABLE FULL AND PARTIAL EXITS 0 2 14 TMT Investments Plc was admitted to AIM in December 2010, in conjunction with raising $20 million of equity capital (before expenses).Since admission to AIM, TMT has invested in over 65 companies and has a diversified portfolio of over 35 investments, focused primarily on Big Data/Cloud, SaaS, Marketplaces, EdTech and e-commerce. TMT provides its shareholders with the daily liquidity that a publicly traded company offers whilst achieving exposure to a diversified portfolio of high-growth, private companies in the TMT sector that are hard to access without the required specialist expertise.LOOKING FORWARD “ With cash on the balance sheet of $34.6m as of the date of this report, TMT is in an excellent position to continue seeking suitable investment opportunities and identify tomorrow’s winners. We thank all our team for their hard work and our shareholders for their investment commitment over the last decade ” Alexander Selegenev Executive Director 3 4 Highlights All figures are shown in USD $6.10 NAV per share of US$6.10 (up 73.3% from US$3.52 as of 31 December 2019) $177.9m Total NAV of US$177.9 million (up from US$102.8 million as of 31 December 2019) $41m $34.6m US$41 million of net cash proceeds from exits US$34.6 million in cash reserves as of 24 during 2020 March 2021 $12.5m US$12.5 million of investments across 16 new and existing portfolio companies in 2020 $81.9m US$81.9m - Total cash proceeds from portfolio companies since inception (including 14 full and partial profitable exits) Contents 07 09 10 14 16 19 22 24 26 29 32 About TMT Investments Plc 46 Corporate Governance A share in TMT Our investment strategy Investing Policy Executive Director’s statement Pipedrive Case Study Backblaze Case Study Bolt Case Study Portfolio Developments New Investments Investment Portfolio 64 Directors’ Report 68 Independent Auditor’s Report 72 72 73 74 75 Financial Statements Statement of Comprehensive Income Statement of Financial Position Statement of Cash Flows Statement of Changes In Equity 76 Notes to the financial statements 98 Directors and professional advisers 44 Board of Directors Registered office 13 Castle Street, St Helier, Jersey JE1 1ES. Tel. +44 1534 281 800 Fax. +44 08451 258 623 I H G H L G H T S I / C O N T E N T S 5 TMT Investments Annual Report and Accounts 2020 TMT Investments Plc is an early-stage investor in high- growth technology companies with global scale-up ambitions. TMT Investments Plc (“TMT” or “the Company”) provides its shareholders with access to a diversified portfolio of companies in the TMT (technology, media and telecommunications) sector.  6 About TMT Investments TMT Investments Plc (“TMT” or the “Company”) provides its shareholders with access to a diversified portfolio of companies in the technology, media and telecommunications sector. We are passionate about our work. Members of our team have been investing in and building start-ups since the 1990s, and we are experienced in the challenges many founders and entrepreneurs face. We are therefore highly selective in our investments, leveraging the team’s collective experience to identify the best risk/ reward entry point when making an investment. When we joined the AIM market of the London Stock Exchange in December 2010, we were one of the first publicly traded venture capital vehicles in the UK to provide investors with access to the universe of high- growth international private technology companies. Since then, the Company has invested in over 65 companies and realised 14 profitable full and partial exits. TMT was one of the earliest investors into some of our most successful companies, including Wrike, Bolt, Pipedrive and Backblaze. EXPERIENCED INVESTORS TMT has a management team comprised of experienced investors that have been investing in, building and scaling start-ups since the 1990s. The Company is able to leverage this experience to identify and invest in companies at a relatively early stage of their development, with a number of investee companies having achieved significant growth and generated substantial returns for investors. Identifying and investing in such companies at an early stage before they have fully proven themselves is not easy, but offers the potential for generating significant returns. Prime examples are our exits from project management software company Wrike, which generated a US$22.6m cash exit and a return of 23 times initial investment when it was acquired by Vista Equity Partners in December 2018, and the US$41 million disposal of the Company’s interest in sales management software company, Pipedrive, to Vista Equity Partners, which generated a total cash return of over 51 times on investments made in 2012 and 2013. TMT seeks to utilise the experience of its Board and management team to identify and execute investments capable of generating significant returns for shareholders, in companies that may ordinarily be difficult to gain exposure to, whilst seeking to minimise risks. GLOBAL INVESTORS TMT has no restrictions on the geographies in which it invests. Our key investment criteria include having a globally scalable business model and being led by a management team with the resilience and ability to execute in high-growth environments. To date, investments have typically been made in companies that are headquartered in the US and operate globally but investment opportunities continue to be scrutinised globally, regardless of location. Since 2019, the Company has selectively added a number of companies headquartered in the United Kingdom to its portfolio, together with others located elsewhere that meet our key investment criteria. SPECIALIST INVESTORS Investing in private companies in the TMT sector requires a specialist set of skills and investment approach, in contrast to investing in publicly listed companies. Information available on private companies is typically much scarcer than for publicly listed companies, especially at an early stage of their development. A dedicated and specialist investment process is therefore required that includes evaluating a range of factors. Our proprietary four-filter investment process is specifically designed to reduce risk and identify the best opportunities in early-stage investing. A B O U T T M T I N V E S T M E N T S 7 TMT Investments Annual Report and Accounts 2020 TMT as a public company Investors who choose to invest directly in private companies typically face less liquidity when it comes to exiting their investment compared to those in publicly traded companies. Investors wishing to exit from their investment in a private company will need to identify current shareholders who are willing to increase their stake(s), or new investors wishing to acquire a stake. Some private companies may have additional restrictions on new investors contained within their constitution. Other potential exit events could include a sale to an acquirer or a listing on a stock exchange, neither of which can be guaranteed, and may require agreement among major shareholders. TMT was established to solve this problem by providing investors with the daily liquidity that a publicly traded company offers whilst achieving exposure to a diversified portfolio of high-growth, private companies in the TMT sector. Investing in private companies requires a specialist skill set, access to suitable investment opportunities and extensive research. Our shareholders trust in us to build and manage a diversified portfolio of high-growth technology companies. For the last five years, our NAV-based IRR (internal rate of return) has been 28.7% per annum. Benefits of investing via TMT Liquidity investing via publicly traded TMT shares provides shareholders with venture capital exposure combined with the benefits of publicly traded liquidity Diversification Rare exposure Experience access to a diversified portfolio of high-growth, private companies in the TMT sector TMT’s shareholders benefit from the experience of a specialist investment team with a track record of success most successful start-ups move to their next level of financing and revenues within just one to two years, at which point they become practically inaccessible to private investors until such time as they subsequently undertake a listing/IPO T M T A S A P U B L I C C O M P A N Y 8 NAV (NET ASSET VALUE) PER SHARE IRR 3 YEARS 1 IRR 5 YEARS 1 IRR 7 YEARS 1 IRR SINCE INCEPTION 10 YEARS 1 38.46% 28.73% 26.48% 21.13% $6.401 $6.10 0 2 0 2 c e D $3.821 $3.191 $3.52 9 1 0 2 c e D $3.09 8 1 0 2 c e D $2.531 $2.43 7 1 0 2 c e D $1.991 $1.91 $1.89 5 1 0 2 c e D 6 1 0 2 c e D $1.44 4 1 0 2 c e D $1.30 3 1 0 2 c e D $1.11 2 1 0 2 c e D $0.96 1 1 0 2 c e D i e t a d o t d a p s d n e d v d g n d u c n l i i i I 1 A S H A R E I N T M T 9 TMT Investments Annual Report and Accounts 2020 Our Investment Strategy Through our investment criteria, TMT seeks to identify companies that have, amongst other features: Competent and motivated management founders Managing high-growth companies requires a rare combination of skills High growth potential Companies with a product or service that can be scaled up globally Growth stage We highly favour investing in companies that are already generating revenues (we have a typical minimum revenue threshold of US$100,000 per month) Viable exit opportunities When we invest, we are already assessing potential exit scenarios We invest in our core sectors. TMT currently focuses on identifying attractive investment opportunities in the following segments of the TMT sector: BIG DATA AND CLOUD SOLUTIONS SAAS TOOLS E-COMMERCE MARKETPLACES EDTECH Whilst we focus our attention on these segments, we are not constrained to these and will consider making investments throughout the TMT sector. WE INVEST GLOBALLY The Company is not geographically restricted in terms of where it can invest. It will consider any geographical area, to the extent that the investment fits within the Company’s investment criteria. O U R I N V E S T M E N T S T R A T E G Y 10 OUR INVESTMENT SELECTION PROCESS POST-INVESTMENT ENGAGEMENT We have funded over 65 companies since inception. Our engagement with companies continues after our investment, and is tailored to each company’s needs and size, including attending investee board meetings, facilitating introductions to new investors, providing strategic advice and exploring synergies with partner companies, including TMT’s portfolio companies. INVESTMENT RADAR Companies that have successfully passed through the majority of the filters but not received investment from us are added to our investment radar, whereby we monitor their development for possible future investment. Our investment selection process is based on analysing companies through our four-filter process. Our tried and tested process is the fruit of our extensive hands-on experience in building and growing start-ups, combined with a deep analysis of key operational and financial metrics. Preliminary filter The basic filter ensures that we are comfortable with the company’s segment within the TMT sector, growth stage, the market trends in which it operates, and its exit potential. Numbers filter The numbers filter analyses a company’s financial performance, operational metrics and fundraising terms, considering our assessment of the company’s competitive landscape. Product filter We analyse the company’s product from a customer’s perspective, including user experience, by drawing on our experience of assessing competing products as part of the investment selection process. People filter Managing a company in high growth or hyper growth scenarios requires a rare combination of high levels of resilience, organisation and commercial acumen, amongst other attributes. We interview the company’s founders to identify these abilities, drawing upon our experience of working with hundreds of start-up company management teams. O U R I N V E S T M E N T S T R A T E G Y 11 TMT Investments Annual Report and Accounts 2020 Our Investment Strategy (Since inception to 31 December 2020) 12,000+ PROPOSALS IN 8 YEARS PRELIMINARY FILTER Sector, Growth Stage, Markets Trends, Exit Potential O U R I N V E S T M E N T S T R A T E G Y 12 12 INTERNAL PRODUCT TESTING FROM THE CUSTOMER’S PERSPECTIVE 1,000+ DEEPLY SCRUTINISED POST-INVESTMENT ENGAGEMENT Investee Board Meetings, New Investor Introductions Strategic Advice and Exploring Synergies 65+ COMPANIES FUNDED 2,500+ CLOSELY ANALYSED 300+ INTERVIEWED NUMBERS FILTER Financial Performance, Operational Metrics, Fundraising Terms, Competitive Landscape PEOPLE FILTER Founders’ Competence, Team’s Ability to Grow Business 200+ PROMISING COMPANIES ON THE RADAR INTERNAL PRODUCT TESTING FROM THE CUSTOMER’S PERSPECTIVE 1,000+ DEEPLY SCRUTINISED POST-INVESTMENT ENGAGEMENT Investee Board Meetings, New Investor Introductions Strategic Advice and Exploring Synergies 65+ COMPANIES FUNDED 12,000+ PROPOSALS IN 8 YEARS PRELIMINARY FILTER Sector, Growth Stage, Markets Trends, Exit Potential 2,500+ CLOSELY ANALYSED 300+ INTERVIEWED NUMBERS FILTER Financial Performance, Operational Metrics, Fundraising Terms, Competitive Landscape PEOPLE FILTER Founders’ Competence, Team’s Ability to Grow Business 200+ PROMISING COMPANIES ON THE RADAR O U R I N V E S T M E N T S T R A T E G Y 13 13 TMT Investments Annual Report and Accounts 2020 Investing Policy The Company’s objective is to generate an attractive rate of return for shareholders, predominantly through capital appreciation, by investing in primarily venture capital and private equity opportunities in the Technology, Media and Telecommunications (“TMT”) sector. PRIVATE COMPANIES The Company will target primarily small and mid-sized companies. Each investment is expected to be at least US$250,000. The investments targeted by the Company will aim to support rapidly-growing private companies to increase market share and achieve long-term shareholder value. If the Company invested in a private company prior to that company listing on a stock market, the Company may retain a part of its investment in the listed entity going forward. Wherever appropriate, the Company intends to work closely with the management of each investee company to create value by focusing on driving growth through revenue creation, margin enhancement and extracting cost efficiencies, as well as implementing appropriate capital structures to enhance returns. PUBLIC COMPANIES When investing in public equities, the Company will seek to select companies with strong growth potential in their respective segments. No restrictions will be placed on the size of public companies in which the Company may make an investment. The Company aims to provide equity, debt, and equity- related investment capital, such as convertible loans, primarily to small and mid-sized private companies, which are seeking capital for growth and development, consolidation or acquisition, or as pre-IPO financing. In addition, the Company may invest in “digital assets” defined as an electronically stored right or title to digital or non-digital property or service, including but not limited to intellectual property, software, or cryptocurrencies. The Company may also invest in publicly traded equities which have securities listed on a stock exchange or over-the-counter market. The Company may make investments either directly into individual companies or indirectly through similar investment vehicles or funds focused primarily on venture capital and private equity opportunities in the TMT sector, provided such indirect investments in other investment vehicles or funds in total do not exceed 20% of the Company’s latest audited or announced net asset value at the time of the investment. The Company may also set up (and potentially co-invest in) other investment vehicles or funds and generate income by providing advisory and consulting services to other investment vehicles or funds. The Company is not geographically restricted in terms of where it will consider making investments. It will consider any geographical area, to the extent that the investment fits within the Company’s investment criteria. The Company’s Directors and senior managers have the relevant expertise to invest in the TMT sector, whether in the form of equity, debt, equity related instruments, collective investment vehicles, or “digital assets”. The Company is not subject to any borrowing or leveraging limits. I I N V E S T N G P O L I C Y 14 REALISATION OF RETURNS The Company will, when appropriate, consider how best to realise value for Shareholders whether through a trade sale, flotation or secondary sale of the investee companies. The proposed exit route will form a key consideration of the initial investment analysis. The Company expects to derive returns on investments principally through long-term capital gains and/or the payment of dividends by investees. The primary ways in which the Company expects to realise these returns include: (a) the sale or merger of a company; (b) the sale of securities of a company by means of public or private offerings; and (c) the disposal of public equity investments through the stock exchanges on which they are listed. For private investee companies the Company believes that its typical investment holding period should provide sufficient time for investee companies to adequately benefit from the capital and operational improvements resulting from the Company’s investment. The targeted holding period shall be reviewed on a regular basis by the Company, but it is expected that this will typically be between two to six years. For public equities, following the investment, the Company will continue to monitor its position. Importance will be placed on the timing of any disposal. Should the Company consider that the capital appreciation of a particular investment has reached its peak or is likely to or has begun to decline, then the Company will consider the sale of that investment. I I N V E S T N G P O L I C Y 15 TMT Investments Annual Report and Accounts 2020 Executive Director’s Statement At the time of the publication of TMT’s interim results in September 2020, it was still not possible to predict that the tech venture capital investment space would become one of the few beneficiaries of the new market environment caused by COVID-19. However, the second half of 2020 revealed increased investor interest in the high-growth potential of business models based on digital, online and remote technologies, leading to a significant increase in fundraising activities by technology companies around the world. In turn, this resulted in a large number of significant revaluations and cash realisations across our portfolio, making 2020 the most successful year for the Company to date. TMT’s net asset value (“NAV”) per share as of 31 December 2020 increased significantly to US$6.10 (up 73.3% from US$3.52 as of 31 December 2019). In particular, the Company’s NAV benefited significantly from increased valuations in three of our significant holdings: sales CRM company Pipedrive (+US$29.1 million in NAV), global ride-hailing and food delivery company Bolt (+US$14.1 million in NAV), and cloud storage company Backblaze (+US$34.8 million in NAV). In accordance with IFRS standards, valuations for the Company’s investments in Backblaze and Scentbird as of 31 December 2020 have utilised comparable company revenue multiple analysis (with appropriate discounts to publicly traded comparable companies applied for lack of marketability) to revalue these investments as part of the accounts preparation and audit process, in order to reflect the continuing positive progress of those investee companies, in the absence of recent equity fundraising activity in those companies, which would otherwise have been our preferred valuation method. The majority of our portfolio companies have been navigating the turmoil caused by COVID-19 successfully, with many investees actually benefiting from the changed market environment. A large number of our investees have taken advantage of increased investor interest in growing technology companies and raised capital for further expansion. Despite making only two new investments in the first half of the year, the Company finished the year with investments in a total of 16 new and existing portfolio companies in 2020. Out of over 35 portfolio investee companies, the Company registered only 2 impairments during the period. The only notable impairment was in respect of Le Tote, whose department store and fashion rental business was directly affected by COVID-19 and associated lock downs, resulting in the company filing for bankruptcy in August 2020. In December 2020, TMT celebrated 10 years since its admission to AIM in December 2010, when it was one of only a handful of publicly quoted companies investing in privately held technology companies at the time. We are delighted that TMT’s NAV per share has grown 6.4 times in that 10-year period (including dividends paid to date), which has seen two multi- million dollar exits (the US$22.6m cash exit from Wrike in December 2018 and the US$41m cash exit from Pipedrive in 2020). With cash on the balance sheet of $34.6m as of the date of this report, TMT is in an excellent position to continue seeking suitable investment opportunities and identify tomorrow’s winners. We thank all our team for their hard work and our shareholders for their investment commitment over the last decade. NAV PER SHARE The Company’s NAV per share in 2020 increased by 73.3% to US$6.10 (from US$3.52 as of 31 December 2019), mainly as a result of the significant upward revaluations of our investments in Pipedrive, Backblaze and Bolt. E X E C U T I I V E D R E C T O R S ’ S T A T E M E N T 16 NAV PER SHARE IN 2020 INCREASED 73.3% $6.10 OPERATING EXPENSES In 2020, the Company’s administrative expenses of US$1,255,451 were slightly above the corresponding 2019 levels (US$1,174,466), reflecting the Company’s increased investment activity in the second half of 2020. FINANCIAL POSITION As of 31 December 2020, the Company had no financial debt and cash reserves of approximately US$39 million. As of 24 March 2021, the Company had cash reserves of approximately US$34.6 million. BONUS PLAN The Company has put in place the bonus plan for Directors, officers, employees of, or consultants to, the Company (the “Bonus Plan”). The initial 3-year Bonus Plan was approved by the Board on 2 December 2015. Under the Bonus Plan, subject to achieving minimum hurdle rate and high watermark conditions in respect of the Company’s net asset value (“NAV”), the team received an annual cash bonus equal to 7.5% of the net increases in the Company’s NAV, adjusted for any changes in the Company’s equity capital resulting from issuance of new shares, dividends, share buy-backs or similar corporate transactions. In June 2018, the Company extended the Bonus Plan for three years (until 30 June 2021) on the same terms, with slightly amended initial allocations of the bonus pool among the participants. On 25 November 2020, the Board announced that it had approved the amendment of the Bonus Plan in order to simplify its administration by bringing the calculation of the bonus pool in line with the Company’s financial year end of 31 December and accordingly, the “bonus year-end date” was amended from 30 June to 31 December. In addition, given the increase in the size of the Company and its team since the Bonus Plan was first introduced in 2015, the team’s consistent outperformance in growing the Company’s NAV and to bring it more in line with typical structures within the venture capital sector in which TMT operates, the Board announced on 25 November 2020 that the Bonus Plan’s bonus pool was increased from 7.5% to 10% of the net increase in the Company’s adjusted NAV, starting from 1 January 2021 until 31 December 2024. The total amount of bonus accrued for the period ended 31 December 2020 was US$6,086,948. UPDATE ON THE CONTINUING EFFECT OF COVID-19 In the first half of 2020, when COVID-19 first caused significant uncertainty and volatility in the market, we were pleased to see that the majority of our portfolio companies benefited from the previously adopted pragmatic approach of seeking cost-efficient growth, as opposed to ‘growth at any cost’. This approach allowed them to control their burn rates and cash liquidity levels effectively in those turbulent months. The second half of 2020 was marked by renewed investor interest in the high-growth potential of tech start-ups, which in turn removed liquidity concerns for high-quality, fast growing companies (including many of our investees) and allowed them to return to the more usual “invest for growth” mode. Our top five portfolio companies (Backblaze, Bolt, Depositphotos, Scentbird and PandaDoc), accounting for approximately 78% of investment portfolio value, are well-established, more mature businesses, with globally diversified revenues, strong cash reserves and tens of thousands of customers. They are operationally nimble, cost conscious companies that have grown rapidly, without undertaking large funding rounds to support expanded cost bases, compared to some of their peers. Cloud storage provider, Backblaze (www.backblaze. com), continued to perform well, with over 450,000 customers globally. Backblaze offers easy-to-use, affordable cloud storage that is well positioned for growth in the current cost-saving environment. While there is still some uncertainty given the continuing COVID-19 pandemic, Backblaze achieved double digit growth and strong continued momentum in 2020. Bolt (www.bolt.eu), a leading international ride-hailing and food delivery company, is active in over 200 cities globally. Whilst turnover for the core ride-hailing business had been negatively affected as a result of COVID-19 at the beginning of the pandemic in Q2 of 2020, Bolt’s track record as a highly competitive and cost-efficient ride-hailing operator allowed it to not only survive the most difficult COVID-19 lockdown months without laying off a single employee, but also launch E X E C U T I I V E D R E C T O R S ’ S T A T E M E N T 17 TMT Investments Annual Report and Accounts 2020 Executive Director’s Statement Continued new services and raise (in May 2020) €100 million in additional capital through a convertible note. Since the easing of strict lockdown restrictions in most of Bolt’s key markets, its turnover and revenue have rapidly increased. Bolt resumed its geographic and product expansion and, in December 2020, successfully raised a further €150 million in an equity finance round led by D1 Capital Partners. Stock photo and video marketplace Depositphotos (www.depositphotos.com) entered the recent turbulent period operationally profitable, with sizeable cash reserves and a well-diversified international customer base. As estimated in our 2019 Annual Report, the short-term impact on Depositphotos proved neutral. Perfume, wellness and beauty product subscription service, Scentbird (www.scentbird.com), entered the COVID-19 period operationally profitable, with sizeable cash reserves. Contrary to our more pessimistic expectations in our 2019 Annual Report, the short- term impact on Scentbird’s revenues proved positive. Scentbird continued to grow its annualised revenue at double digits, and its subscriber base exceeded 400,000 (from “over 330,000” as of 31 December 2019). Proposal automation and contract management software provider, PandaDoc (www.pandadoc.com), has recently become TMT’s fifth largest portfolio holding, following completion of a recent new equity round which resulted in a revaluation of TMT’s investment to US$3.6 million. Post COVID-19, its solutions, which enable sales teams to remotely manage their selling processes “from propose to close”, have become even more relevant, and the company continues to grow. The remainder of our portfolio consists of over 30 companies and is diversified across our five core investment sectors: Big Data/Cloud, SaaS (software- as-a-service), Marketplaces, EdTech and E-commerce. While a limited number of our portfolio companies were significantly exposed to sectors immediately affected by COVID-19 related disruptions and faced challenges (with Le Tote being the only sizeable example), many of our portfolio companies have experienced a notable increase in demand for their products. The further effect of COVID-19’s implications on our portfolio companies will depend on how the situation develops in the coming months. TMT’s own team has always been internationally based and is therefore used to working remotely. As a result, there has been no disruption to our operations. OUTLOOK Throughout the recent crisis, and especially following the gradual removal of strict COVID-19-related restrictions in many markets, the venture capital industry has continued to actively invest in fast- growing, cost-conscious tech companies. TMT has now invested in over 65 companies since its admission to AIM in December 2010 and has a diversified portfolio of over 35 investments, focused primarily on Big Data/ Cloud, SaaS, Marketplaces, EdTech and E-commerce. TMT’s strategy remains to be very selective in identifying new investment opportunities, while seeking to capitalise on the new and existing investment themes continuously developing in the technology space. Alexander Selegenev Executive Director 24 March 2021 E X E C U T I I V E D R E C T O R S ’ S T A T E M E N T 18 51x Total Cash Return $41M Cash Exit Pipedrive is a leading sales CRM (customer relationship management) solution. Founded in 2010, it is now used by over 95,000 companies in 150 countries. “ Pipedrive became TMT’s second unicorn upon exit completion in December 2020, generating US$41m of cash proceeds, a total cash return of over 51 times on TMT’s investments. As one of Pipedrive’s earliest institutional investors, TMT identified Pipedrive’s unicorn potential early on in 2012. This is the real value add of ” venture capital investing. C A S E S T U D Y P I P E R D R I V E 19  Identifying value before the crowd 2010 Pipedrive is born After selling everything from newspaper ads to insurance and training tens of thousands of sales professionals for companies like Coca-Cola and Nissan, Timo Rein and Urmas Purde spot a gap in the CRM market. In their combined 40 years of experience, they hadn’t found a sales management tool catering to the needs of people doing the actual selling. So they decide to create their own. They team up with fellow co-founders Martin Henk, Ragnar Sass and Martin Tajur to create a CRM software that puts the needs of salespeople first. Pipedrive is born. 2012 - 2013 TMT identifies potential unicorn in Pipedrive TMT identifies the makings of a potential unicorn company in Pipedrive early on, when it makes its first investment of $328,945 in 2012 and an additional $450,000 in 2013 into Pipedrive’s convertible notes, just two years into Pipedrive’s foundation. PIPEDRIVE FITS TMT’S INVESTMENT CRITERIA:     Competent and motivated management founders High growth potential that can be scaled up globally Already generating revenues and with viable exit opportunities C A S E S T U D Y P I P E D R I V E 20 2015 - 2019 Pipedrive attracts interest from large venture capital 2020 Pipedrive receives majority investment from Vista Equity Partners As Pipedrive enters its expansion phase and records strong growth globally, its success leads to attracting US$90 million of investment from large venture capital funds including Atomico, Bessemer Venture Partners and Rembrandt Venture Partners. By 2020, Pipedrive has a well-diversified customer base of over 90,000 companies worldwide, very significant cash reserves and continues to be operationally profitable. In November 2020 Pipedrive signs a definitive conditional agreement regarding a majority investment from Vista Equity Partners, a leading US investment firm. As part of the transaction, TMT agrees to dispose of its entire holding in Pipedrive to Vista for a cash consideration of US$41 million. The transaction is completed in December 2020. The disposal represented a substantial valuation uplift of US$29.3 million (or 247%) in the value of TMT’s investment in Pipedrive prior to the disposal, being the sum of the previous reported amount as of 31 December 2019 plus the value of Pipedrive shares acquired by TMT in July 2020. C A S E S T U D Y P I P E D R I V E 21 TMT Investments Annual Report and Accounts 2020 164% REVALUATION UPLIFT CUSTOMERS IN 175+ COUNTRIES Backblaze offers easy-to-use, affordable cloud storage that is well positioned for growth in the current cost-saving environment. “ Backblaze achieved double digit growth and strong continued momentum in 2020, launching new initiatives including compatibility with the Amazon S3 cloud storage ecosystem ” TMT became Backblaze’s first institutional external investor in 2012. Backblaze had been launched five years earlier, when in 2007 the company’s five founders quit their jobs to provide backup services to their friends and family’s computers working from an apartment. Since then, Backblaze’s technology offering has made it one of the world leaders in computer backup and cloud storage, with customers in over 175 countries. Backblaze prides itself on making back up processes very easy while improving clients’ operational expenses vs. Amazon S2 and other providers. Backblaze’s success in generating strong organic growth without recurring to large and dilutive equity fund raises means that TMT retains a significant 10.85% stake in Backblaze’s equity. The fair value of TMT’s investment in Backblaze was revalued in 2020 using comparable company revenue multiples, as a result of continued growth of the business, coupled with the absence of recent equity capital raises by (or partial exit transactions in) Backblaze. B A C K B L A Z E C A S E S T U D Y 22 B A C K B L A Z E C A S E S T U D Y 23 TMT Investments Annual Report and Accounts 2020 B O L T C A S E S T U D Y 24 64% REVALUATION UPLIFT €250 MILLION RAISED Bolt is a ride-hailing and food delivery service active in over 200 cities globally “ Revenue at Bolt recovered rapidly from the COVID-related lows in April 2020 and by end 2020 was active in over 200 cities globally, up from 150 cities at end December 2019 ” FROM LOCAL MINNOW TO GLOBAL PLAYER In September 2014, TMT became one of the earliest investors in Bolt, when it was a one-year old start-up present in four cities in Estonia and Latvia. Since then Bolt has become a global player, active in over 200 cities globally and has leveraged its technology and user base to expand into electric scooter, food and business parcels delivery. In May 2020 Bolt raised €100 million (US$110 million) in additional capital through a convertible note. In December 2020 Bolt successfully raised €150 million (US$182 million) in an equity finance round led by D1 Capital Partners to support growth. Bolt’s ability in raising significant amounts of capital to fund growth during the Covid-19 pandemic represents strong investor confidence in Bolt’s management team, its business model and the outlook for the company. B O L T C A S E S T U D Y 25 TMT Investments Annual Report and Accounts 2020 Portfolio Developments Although the first half of 2020 was understandably quieter for TMT in terms of new investments and revaluations, the second half of 2020 more than compensated the lack of activity in the first half of the year. We were delighted with our highly profitable US$41 million cash exit from Pipedrive, as well as the underlying performance of the majority of our other portfolio companies. A number of portfolio companies (PandaDoc, HealthyHealth, Scalarr, MEL Science, Bolt, Feel, and Affise) received further validation for their business ls by raising fresh equity capital at higher valuations. In tandem, some of our portfolio companies (ClassTag, Legionfarm, and RetargetApp) raised additional capital in the form of convertible instruments. While the latter did not trigger immediate revaluations for TMT, they featured notably higher conversion caps compared to the levels at which TMT invested in those companies, therefore creating potential upside for the Company’s NAV. PORTFOLIO PERFORMANCE The following developments had an impact on and are reflected in the Company’s NAV and/or financial statements as of 31 December 2020 in accordance with applicable accounting standards: • In June 2020, insurtech and healthtech company HealthyHealth (www.healthyhealth.com) completed a new equity funding round. The transaction represented a revaluation uplift of US$0.16 million (or 63.9%) in the fair value of TMT’s investment in HealthyHealth, compared to the previous reported amount as of 31 December 2019. • • • In August 2020, PandaDoc, a proposal automation and contract management software provider (www. pandadoc.com), completed a new equity funding round. The transaction represented a revaluation uplift of US$1.41 million (or 63.5%) in the fair value of TMT’s investment in PandaDoc, compared to the previous reported amount as of 31 December 2019. In November 2020, Pipedrive, a leading sales CRM solution (www.pipedrive.com), signed a definitive conditional agreement regarding a majority investment from Vista Equity Partners (“Vista”), a leading US investment firm. As part of the transaction, TMT agreed to dispose of its entire holding in Pipedrive to Vista for a cash consideration of US$41 million (the “Disposal”). The Disposal was completed in December 2020 and represented a substantial valuation uplift of US$29.3 million (or 247%) in the value of TMT’s investment in Pipedrive prior to the Disposal, being the sum of the previous reported amount as of 31 December 2019 plus the value of Pipedrive shares acquired by TMT in July 2020. In November 2020, MEL Science, an EdTech company focused on VR-assisted chemistry and physics experiment subscription kits for children (www.melscience.com), completed a new US$14 million equity funding round. The transaction represented a revaluation uplift of US$0.66 million (or 33.2%) in the fair value of TMT’s investment in MEL Science, compared to the previous reported amount as of 31 December 2019. I P O R T F O L O D E V E L O P M E N T S 26 • • In November 2020, Scalarr, a machine learning- based fraud detection solution focused on the advertising market (www.scalarr.io), completed a new equity funding round. The transaction represented a revaluation uplift of US$0.76 million (or 50.4%) in the fair value of TMT’s investment in Scalarr, compared to the previous reported amount as of 31 December 2019. ride-hailing and food delivery company (www. bolt.eu), successfully raised €150 million (US$182 million) in an equity finance round led by D1 Capital Partners. The transaction represented a substantial valuation uplift of US$14.1 million (or 64%) in the fair value of TMT’s investment in Bolt, compared to the previous reported amount as of 31 December 2019. In December 2020, Feel Holdings Limited (“Feel”), a subscription-based innovative multivitamin and supplement producer (www.wearefeel.com), completed a new equity funding round. The transaction represented a revaluation uplift of US$0.36 million (or 104.4%) in the fair value of TMT’s original investment in Feel completed in August 2020. • In February 2021, Affise Technologies Ltd, a performance marketing SaaS solution (https:// affise.com/en/), completed a new equity funding round. The transaction represented a revaluation uplift of US$0.40 million (or 40.0%) in the fair value of TMT’s investment in Affise, compared to the previous reported amount as of 31 December 2019. • In December 2020, Bolt, a leading international In addition, the following portfolio companies were revalued using comparable company revenue multiples: Portfolio Company Upward revaluation amount (US$) Upward revaluation amount as % of fair value reported as of 31 Dec 2019 Reasons for upward revaluation Backblaze 34,802,829 164% Scentbird 2,920,647 87%* Continued growth of the business, coupled with the absence of recent equity capital raises by (or partial exit transactions in) the portfolio company Continued growth of the business, coupled with the absence of recent equity capital raises by (or partial exit transactions in) the portfolio company * - adjusted for the value of the additional investment made during 2020. As of the date of this report, portfolio companies valued at comparable company revenue multiples (as opposed to actual equity transactions or at cost) constituted 43.2% of the total value of the Company’s investment portfolio. NEGATIVE REVALUATIONS: The following of the Company’s portfolio investments were negatively revalued in the first half of 2020: Portfolio Company Write-down amount (US$) Reduction as % of fair value reported as of 31 Dec 2019 Reasons for write-down Le Tote 2,749,812 E2C 136,781 100% 100% Company filed for bankruptcy in August 2020 Lack of progress in the last 3 years I P O R T F O L O D E V E L O P M E N T S 27 TMT Investments Annual Report and Accounts 2020 Key developments for the five largest portfolio holdings in 2020 (source: TMT’s portfolio companies): BACKBLAZE (CLOUD STORAGE PROVIDER): BOLT (RIDE-HAILING AND FOOD DELIVERY SERVICE): • Double-digit revenue growth continued • Launched key new initiatives including compatibility with the Amazon S3 cloud storage ecosystem • • • Active in over 200 cities globally (up from 150 cities as of 31 December 2019) As announced in May and December 2020, raised a total of €250 million in additional capital to support growth Revenue recovered rapidly from the COVID-related lows in April 2020 DEPOSITPHOTOS (STOCK PHOTO AND VIDEO MARKETPLACE): SCENTBIRD (PERFUME, WELLNESS AND BEAUTY PRODUCT SUBSCRIPTION SERVICE): • Flat revenue was offset by organic cost savings • Double-digit revenue growth continued • New graphic design software product Crello • Over 400,000 subscribers (from over 330,000 as of continued growing fast in both users and revenue 31 December 2019) PANDADOC (PROPOSAL AUTOMATION AND CONTRACT MANAGEMENT SOFTWARE): • Annual recurring revenue grew 63% • Over 23,000 paying clients (from over 17,000 as of 31 December 2019) I P O R T F O L O D E V E L O P M E N T S 28 New investments Having naturally slowed down the pace of new investments in the second quarter of 2020, we returned to full investing mode in the second half of the year. This resulted in the Company investing in 16 new and existing portfolio companies that met our investment criteria of having fast growing revenue, outstanding management teams, high growth potential based on globally scalable business models and viable exit opportunities. In 2020, the Company made the following investments: US$400,000 £500,000 in ClassTag, Inc., a parent-school communication platform currently connecting over 2 million families across 25,000 schools in the USA (www. classtag.com); (in two separate rounds) in 3S Money Club Limited, a UK-based online banking service focusing on international trade (www.3s. money); US$1,000,000 in Moeco IoT, Inc., an end-to-end solution for valuable data generation and delivery through simple non- intrusive sensors and a secure software platform (www.moeco.io); US$329,903 US$1,630,075 US$200,000 (via acquisition of existing shares) in portfolio company Scentbird (www. scentbird.com); (via acquisition of existing shares) in portfolio company Pipedrive (www. pipedrive.com); in Volumetric Biotechnologies, Inc., an advanced biomaterial and bio-fabrication company (www. volumetricbio.com); Additional US$1,001,250 in Central American delivery and transportation technology company Hugo (www.hugoapp.com); £1,262,000 £500,000 (in two separate rounds) in Feel Holdings Limited, a subscription-based innovative multivitamin and supplement producer (www.wearefeel.com); in Hinterview Limited, a specialist video platform for the recruitment industry (https://hello.hinterview.com/); T M T I n v e s t m e n t s A n n u a l R e p o r t a n d A c c o u n t s 2 0 2 0 I P O R T F O L O D E V E L O P M E N T S 2929 PAGE CONTENTTMT Investments Annual Report and Accounts 2020 New Investments Continued US$1,000,000 in StudyFree, Inc., an EdTech SaaS platform that connects students with international opportunities and helps them secure financing through scholarships and grants (www. international.studyfree.org/); US$500,000 in NovaKid Inc., an online school for children learning English (www. novakidschool.com); Additional US$700,000 in Ad Intelligence Inc., trading as RetargetApp, an online solution aimed at monitoring ad campaigns and automatically managing daily budgets, audience and bids to improve the quality of retargeting (https:// retargetapp.com); £1,000,000 in MTL Financial Ltd, trading as Outfund, a UK-based revenue-based financing provider (www.out.fund); US$750,000 in Virtual Mentor Inc., trading as All Right, an online school for children learning English (https://allright.com/ en/); Additional US$500,000 in Scalarr, Inc., a machine learning- based fraud detection solution focused on the advertising market (www.scalarr. io); and €150,000 in Postoplan OÜ, a social network marketing platform, which helps create, schedule, and promote content (www. postoplan.app). EVENTS AFTER THE REPORTING PERIOD In January 2021, the Company invested an additional £135,825 (via acquisition of existing shares) in 3S Money, a UK-based online banking service focusing on international trade (www.3s.money). In January 2021, the Company invested an additional US$228,933 (via acquisition of existing shares) in Workiz, a SaaS solution for the service field industry (www.workiz.com). In February 2021, the Company invested an additional US$2,000,000 in Affise, a performance marketing SaaS solution (https://affise.com/en/). In February 2021, the Company invested an additional £399,997 in HealthyHealth, an insurtech and healthtech company (www.healthyhealth.com). In March 2021, the Company invested US$1,000,000 in 3DLook Inc., a body scanning and measuring technology solution for the online retail industry (www.3dlook.me). These events after the reporting period are not reflected in the NAV and/or the financial statements as at 31 December 2020. I P O R T F O L O D E V E L O P M E N T S 30 $2.0M $2.66M TOTAL INVESTMENT (USD MILLION) FAIR VALUE (USD MILLION) MEL SCIENCE IS AN EDTECH COMPANY FOCUSED ON VR-ASSISTED CHEMISTRY AND PHYSICS EXPERIMENT SUBSCRIPTION KITS FOR CHILDREN In November 2020, MEL Science, an EdTech company focused on VR-assisted chemistry and physics experiment subscription kits for children (www.melscience.com), completed a new US$14 million equity funding round. The transaction represented a revaluation uplift of US$0.66 million (or 33.2%) in the fair value of TMT’s investment in MEL Science, compared to the previous reported amount as of 31 December 2019. T M T I n v e s t m e n t s A n n u a l R e p o r t a n d A c c o u n t s 2 0 2 0 C A S E S T U D Y M E L S C I E N C E 31 Investment Portfolio 32 Portfolio Classification By Investees’ Sectors (as of 31 December 2020) Big Data / Cloud E-Commerce Marketplace SaaS EDTECH Other I N V E S T M E N T P O R T F O L O I 33 TMT Investments Annual Report and Accounts 2020 The Company’s Ten Largest Portfolio Investments (as of 31 December 2020) OTHER Portfolio Company # 1 2 3 4 5 6 7 8 9 Backblaze Bolt DepositPhotos Scentbird PandaDoc Remote.it Scalarr MEL Science Feel 10 Wanelo Other Total I N V E S T M E N T P O R T F O L O I 34 Fair value (US$) As % of total portfolio value 56,004,337 36,201,527 10,836,105 6,590,954 3,621,279 3,025,285 2,756,563 2,663,696 2,035,512 1,825,596 19,242,300 144,803,154 38.68 25.00 7.48 4.55 2.50 2.09 1.90 1.84 1.41 1.26 13.29 100.00 OTHER Portfolio allocation by sector and by number of companies per sector (as of 31 December 2020) Edtech 3.69% Other 4.37% SaaS 5.87% E-Commerce 7.53% Marketplace 34.92% 5 9 Big Data / Cloud 43.63% 6 5 8 4 Sector Fair Value ($) As % of Fair Value Companies Big Data / Cloud Marketplace E-Commerce SaaS Other Edtech 63.18M 50.57M 10.90M 8.49M 6.32M 5.34M 43.63 34.92 7.53 5.87 4.37 3.69 9 5 4 8 6 5 I N V E S T M E N T P O R T F O L O I 35 TMT Investments Annual Report and Accounts 2020 Portfolio allocation by growth stage of investee companies (% of portfolio and number of companies, as of 31 December 2020) Early 12.65% Expansion 4 Expansion 70.73% Sector Early Mid-stage Expansion Fair Value Mid-stage 16.62% Mid-stage 11 Companies Early 22 Fair Value ($) Percentage (%) Companies 18.32M 24.07M 102.42M 144.80M 12.65% 16.62% 70.73% Portfolio allocation by target audience of investee companies (% of portfolio and number of companies, as of 31 December 2020) 22 11 4 37 B2C 12 B2C 36.27% B2B 18 Fair Value Companies B2B/B2C 7 Fair Value ($) Percentage (%) Companies 52.53M 74.13M 18.15M 144.80M 36.27 51.19 12.53 12 7 18 37 B2B 12.53% B2B/B2C 51.19% Sector B2C B2C/B2B B2B I N V E S T M E N T P O R T F O L O I 36 Proven Track Record In Creating Value (since inception to 31 December 2020) VALUE CREATED $226.7M $72.1M $9.8M --- FULL PROFITABLE CASH EXITS PARTIAL CASH EXITS AND OTHER CASH PROCEEDS REMAINING IN IMPAIRED COMPANIES $144.8M REMAINING IN POSITIVELY REVALUED COMPANIES CAPITAL INVESTED $53.4M VALUE LOST $11.6M $11.6M --- FULL NEGATIVE EXITS PARTIAL IMPAIRMENTS I N V E S T M E N T P O R T F O L O I 37 TMT Investments Annual Report and Accounts 2020 Exits (since inception to 31 December 2020) FULL PROFITABLE EXITS Astrid PARTIAL PROFITABLE EXITS ACQUIRERS Private Investors I N V E S T M E N T P O R T F O L O I 38 Portfolio Map (as of 31 December 2020) E x p a n s i o n i M d - s t a g e E a r l y I N V E S T M E N T P O R T F O L O I 39 TMT Investments Annual Report and Accounts 2020 The Company’s ten largest portfolio investments (as of 31 December 2020) BACKBLAZE Online data back-up and cloud storage provider. www.Backblaze.com Incorporation USA First invested in July 2012 BOLT International ride-hailing and delivery platform. www.bolt.eu Incorporation Estonia First invested in September 2014 I N V E S T M E N T P O R T F O L O I 40 Total Investment (USD Million) $5.03m Fair Value (USD Million) $56.00m Total Investment (USD Million) $0.32m Fair Value (USD Million) $36.20m DEPOSITPHOTOS A photobank (an online image marketplace) acting as intermediary between picture right owners and buyers. www.Depositphotos.com Incorporation USA First invested in July 2011 SCENTBIRD Perfume, wellness and beauty product subscription service. www.scentbird.com Incorporation USA First invested in April 2015 PANDADOC PandaDoc helps improve efficiency and productivity of business development and sales teams across various industries. www.PandaDoc.com Incorporation USA First invested in July 2014 Total Investment (USD Million) $4.02m Fair Value (USD Million) $10.84m Total Investment (USD Million) $1.23m Fair Value (USD Million) $6.59m Total Investment (USD Million) $0.41m Fair Value (USD Million) $3.62m I N V E S T M E N T P O R T F O L O I 41 TMT Investments Annual Report and Accounts 2020 REMOTE.IT Secure overlay networks on top of the Internet. www.remote.it Incorporation USA First invested in June 2014 Total Investment (USD Million) $0.28m Fair Value (USD Million) $3.03m SCALARR Machine learning-based fraud detection solution focused on the advertising market www.scalarr.io Incorporation USA First invested in August 2019 Total Investment (USD Million) $2.00m Fair Value (USD Million) $2.76m MEL SCIENCE Subscription-based science experiments for school children, combining a hands-on approach with theory and VR. www.melscience.com Incorporation United Kingdom First invested in February 2019 Total Investment (USD Million) $2.00m Fair Value (USD Million) $2.66m I N V E S T M E N T P O R T F O L O I 42 FEEL Subscription-based innovative multivitamin and supplement producer www.wanelo.com Incorporation United Kingdom First invested in August 2020 WANELO Online social discovery shopping platform. www.wanelo.com Incorporation USA First invested in November 2011 Total Investment (USD Million) $1.68m Fair Value (USD Million) $2.04m Total Investment (USD Million) $0.36m Fair Value (USD Million) $1.83m I N V E S T M E N T P O R T F O L O I 43 TMT Investments Annual Report and Accounts 2020 Board of Directors Yuri Mostovoy, Non-executive Chairman, was appointed to the Board in June 2011. Yuri brings over 37 years of expertise in investment banking, software development and business to his role as Chairman of the Company. Yuri completed his Ph.D. program at the Moscow Aviation Institute in 1972 and has a M.Sc. in Electrical Engineering from that same institution. Yuri has held a number of previous Board positions at a number of companies, and brings this experience to the Board. He has been involved in a number of internet start-ups in the areas of medical devices, software development, and social media. Yuri Mostovoy is actively involved in the start-up investment community, especially in some of the tech hubs in the USA, meeting with technological companies seeking investments on a regular basis. Through this process of direct contact with investee companies, Yuri keeps updated on sector developments. Alexander Selegenev, Executive Director, was appointed to the Board in December 2010. The Executive Director has the responsibility of leading the business and the executive management team, ensuring that strategic and commercial objectives are met. Alexander has over 20 years of experience in investment banking and venture capital, with specific expertise in international corporate finance, equity capital markets and mergers and acquisitions at a number of City of London firms including Teather & Greenwood Limited, Daiwa Securities SMBC Europe Limited, and Sumitomo Bank Limited. Throughout his career he worked on a large number of AIM IPOs and private equity and merger and acquisition transactions. He has an MSc (Hons) and a BSc (Hons) in Business from the Peoples’ Friendship University of Russia in Moscow and a Bachelor of Business Studies (Major in Management) from Monash International University in Australia. He brings strong experience of working with public markets. Alexander’s public markets and financial experience make him an ideal conduit to engaging with the Company’s Nomad, investors and make him an effective conduit between the Board and the Company’s other team members. Alexander Selegenev is an active member of the Company’s investment committee, allowing him to keep very close to developments and current thinking on new technologies, market trends, company valuations and fund raising activities. Alexander Selegenev is a member of the Company’s Nomination Committee. B O A R D O F D R E C T O R S I 44 James Mullins, independent Non-executive Director, was appointed to the Board in December 2010. He brings to the Company a strong combination of accountancy, experience of working with public markets and institutional investors. James, with his financial background, provides the experience required as chairman of the audit committee to challenge the business internally and also the external auditors. From 2004 to 2007, he was the Finance Director at Rambler Media and was involved in its successful admission on AIM and subsequent sale. He has been a director of numerous funds and companies including the Russian Federation First Mercantile Fund. This Fund (Class A shares) is listed on the Bermuda Stock Exchange. He was previously a partner in First Mercantile and FM Asset Management Ltd. He previously worked for PricewaterhouseCoopers, Deloitte and British Coal where he was a national investment manager. He was recently Chairman of the Scottish Salmon Company, which is listed on the Oslo Bors. James is a Fellow of the Association of Chartered Certified Accountants and he holds a Bachelor of Science degree and a Master of Arts degree from Trinity College, Dublin. James is also an active entrepreneur and investor. James Mullins has recently completed an online course with University of Oxford Said Business School entitled Oxford Blockchain Strategy Programme. Petr Lanin, independent Non-executive Director, was appointed to the Board in December 2010. Petr’s experience in investment and brokerage that he brings to the Company allows him to review and challenge decisions and opportunities presented both within the formal arena of the Boardroom and as called upon when needed by senior management. He began his career as an equity analyst in the Russian information agency “RosBusinessConsulting” (“RBC”) in 1995. Between 1996-2000 he served as chief of the share department in Makprombank. Between 2000 and 2006 he held the position of general director of the investment company “Maxwell Capital”. Following his appointment as general director of “Maxwell Asset Management” in 2003, Mr Lanin was key in the establishment and management of many investment funds. He was also one of the managing directors of venture capital fund “Maxwell Biotech” which was a closed mutual fund set up and operated by Maxwell Asset Management. In 2008, Maxwell Asset Management established a UK FSA registered subsidiary in which Petr Lanin held a controlled function. At present, Petr is a chief of the Purchases and Supply Department in Federal State Organisation “Clinical hospital #1”. Petr holds an MBA degree in finance and credit from the Plekhanov Russian Academy of Economics. James Mullins serves as Chairman of the Audit, Remuneration and Nomination committees. Petr Lanin is a member of the Company’s Audit and Remuneration Committees. B O A R D O F D R E C T O R S I 45 TMT Investments Annual Report and Accounts 2020 Corporate Governance AIM quoted companies are required, pursuant to the AIM Rules for Companies, to set out details of the recognised corporate governance code that the Board of Directors has decided to adopt, how the Company complies with that code and provide reasons for any departures where it does not comply with that code. Introduction The Board fully endorses the importance of good corporate governance and has adopted the 2018 Quoted Companies Alliance Corporate Governance Code for Small and Mid-Sized Companies (the “QCA Code”), which the Board believes to be the most appropriate corporate governance code given the Company’s size, stage of development and that its shares are admitted to trading on AIM. The QCA Code is a practical, outcome- oriented approach to corporate governance that is tailored for small and mid-size quoted companies in the UK and which provides the Company with the framework and effective oversight to help ensure that a strong level of governance is maintained. In accordance with the QCA Code and AIM Rule 26, the report below provides a high-level overview of how TMT has applied the principles of the QCA Code and any areas in which the Company’s governance structures and practices depart from or differ from the expectations of the QCA Code. 46 46 PAGE CONTENTChairman’s Corporate governance statement Dear Shareholder, As Chairman, it remains my responsibility, working with my fellow Board colleagues, to ensure that good standards of corporate governance are embraced throughout the Company. I am therefore pleased to report that, in accordance with the revisions made to the AIM Rules for Companies, the Board chose to adopt the QCA Code effective 28 September 2018. The adoption of the QCA Code supports the Company’s success by creating and supporting a strong corporate governance environment for the benefit of the Company, its shareholders and its stakeholders. The Board is committed to good governance across the business, at executive level and throughout its operations and we believe that the QCA Code provides us with the right governance framework: a flexible but rigorous outcome-oriented environment in which we can continue to develop our governance model to support our business. The Company applies the QCA Code by seeking to address all of its requirements and ensuring that the QCA Code is embedded in the Company’s operations and corporate culture. As Chairman, I am responsible for leading an effective Board, fostering a good corporate governance culture, maintaining open communications with shareholders and ensuring appropriate strategic focus and direction for the Company. A corporate culture bases on transparency, innovation and continuous improvement The Board not only sets expectations for the business but works towards ensuring that strong values are set and carried out by the Directors across the business. The Company’s corporate culture is based on the three values of transparency, innovation and continuous improvement. These three values support the Company’s objectives, strategy and business model. Transparency As a publicly quoted company that provides investors with a liquid route to investing in private companies, transparency is fundamental to how we operate and communicate with our shareholders. The Company therefore endorses a culture of transparency and seeks to provide investors with as much information as is practically possible regarding its portfolio investments and its own operations as a company. Innovation Innovation supports the Company’s objective of investing in successful, long-term companies that have innovation at the core of their own business models. In parallel, the Company seeks to apply an innovative approach to how it manages its own operations. The Company therefore seeks to review its operations and capabilities on an ongoing basis to ensure it can continue to successfully operate as an investing company and make best use of its range of capabilities. Continuous improvement Continuous improvement reflects the Company’s objective of assessing its own performance and identifying areas for improvement across its investment processes and operations on an ongoing basis. We place a special focus on monitoring and promoting a healthy corporate culture, which the Company currently enjoys. Nevertheless, there is always room for improvement and we will continue to pursue programmes that keep us advancing in this regard. The importance of engaging with our shareholders underpins the essence of the business, and we welcome investors’ continued engagement with both the Board and executive team. In the statements that follow, we explain our approach to corporate governance, how the Board and its committees operate, and how we seek to comply with the QCA’s 10 principles. Yuri Mostovoy Chairman C O R P O R A T E G O V E R N A N C E 47 TMT Investments Annual Report and Accounts 2020 $1.23M $6.59M TOTAL INVESTMENT (USD MILLION) FAIR VALUE (USD MILLION) C A S E S T U D Y S C E N T B I R D 48 SCENTBIRD IS A PERFUME, WELLNESS AND BEAUTY PRODUCT SUBSCRIPTION SERVICE The fair value of Scentbird (www.scentbird.com) in TMT’s portfolio was revalued in 2020 using comparable company revenue multiples, as a result of continued growth of the business, coupled with the absence of recent equity capital raises by (or partial exit transactions in) Scentbird. Principle 1 Establish a strategy and business model which promote long-term value for shareholders The Company has been established for the purpose of making investments in the Technology, Media and Telecommunications sector (“TMT sector”) where the Directors believe there is potential for growth and the creation of shareholder value. INVESTMENT STRATEGY TMT currently focuses on identifying attractive investment opportunities in the following segments of the TMT sector: BIG DATA AND CLOUD SOLUTIONS SAAS TOOLS E-COMMERCE MARKETPLACES EDTECH Among other features, TMT seeks to identify companies that have: • Competent and motivated management founders – managing high-growth companies requires a rare combination of skills • High growth potential – companies with a product or service that can be scaled up globally • Growth stage – we highly favour investing in companies that are already generating revenues (we have a typical minimum revenue threshold of US$100,000 per month) • Viable exit opportunities – when we invest, we are already assessing potential exit scenarios The Company has identified a number of challenges in executing its strategy. We describe these risks and how we manage them in Principle 4. The Company believes it is well placed to deliver shareholder value in the medium and long-term through the application of its business model, investment strategy and risk mitigation measures, as described in this document. C O R P O R A T E G O V E R N A N C E 49 TMT Investments Annual Report and Accounts 2020 Principle 2 Seek to understand and meet shareholder needs and expectations The Company places great importance on communication with shareholders and potential investors, which it undertakes through a variety of channels, including the annual report and accounts, interim accounts, and regulatory announcements that are available on the Company’s website www. tmtinvestments.com. On request, hard copies of the Company’s reports and accounts can be mailed to shareholders and other parties who have an interest in the Company’s performance. The Directors review the Company’s investment strategy on an ongoing basis. Any material change to the Investing Policy will be subject to the prior consent of the shareholders in a general meeting. Developing a good understanding of the needs and expectations of all elements of the Company’s shareholder base is fundamental to the Company’s progress. The Company has developed a number of initiatives that it holds on a regular basis to meet this need. As part of its regular dialogue with shareholders, the Company seeks to understand the motivations behind shareholder voting decisions as well as manage shareholders’ expectations. The Company’s shareholder base has grown in numbers as well as become more diversified since its admission to AIM in December 2010. The Company’s shareholder base is comprised of institutional investors, family offices, high net worth individuals and retail investors. On 17 February 2021, the Company announced the appointment of Cenkos Securities plc (“Cenkos”) as Joint Broker to TMT. Cenkos, together with the Company’s other advisors, is arranging regular meetings with UK institutional investors and private C O R P O R A T E G O V E R N A N C E 50 client brokers, seeking to broaden the Company’s shareholder base. In addition, the Company engages with the financial media on a regular basis in order to generate interest among a wider number of potential shareholders. The Company continues to be committed to engaging with retail investors by holding private investor events arranged by the Company’s public relations adviser. As part of these retail investor events, feedback surveys are provided to attendees. The feedback includes information on amount, type and quality of information provided, presentation style and areas of investor interest. Investor feedback collected is incorporated into the planning of future events on an ongoing basis. In view of the restrictions imposed by the Covid-19 pandemic, the Company is making use of online communications to maintain communication with all types of investors. Interested parties are able to subscribe for notifications of such future events by contacting tmt@kinlancommunications.com. Shareholder enquiries should be directed to Alexander Selegenev, Executive Director at ir@tmtinvestments. com, or to the Company’s advisors, contact details for whom are included on the Company’s website. Principle 3 Take into account wider stakeholder and social responsibilities and their implications for long-term success The Company’s business model is that of a publicly quoted venture capital investing company investing in the TMT sector. As such, it relies on the continued growth of the TMT sector and access to good investment opportunities. In relation to its wider stakeholders, the Company needs to ensure that it: • Maintains a good reputation as a credible investor in its chosen investment sector; • Is fully compliant with all regulatory requirements; • Takes into account its wider stakeholders’ needs; and • Takes into account its social responsibilities and their implications for long-term success. The Company regards its employees, advisors, shareholders and investee companies, as well as the technology and start-up community, to be the core of its wider stakeholder group: The technological and start-up community The Company sources its investments from the global technological universe of companies. All members of the Company’s team maintain good relationships with the global technological start-up community through arranging meetings with prospective investees, attending tech and tech investor events, and through ongoing building of their professional networks. This has led to a valuable level of accumulated tech knowledge and access to suitably attractive investments. PROFESSIONAL ADVISORS The Company’s professional advisors include its Nominated Adviser (Nomad), Brokers, Accountants, Auditors, and Legal and Financial PR advisors. The Company works closely with its professional advisors to ensure that it is fully compliant with all regulatory requirements at all times. REGULATORS The Company is quoted on AIM and is subject to regulation by the London Stock Exchange. The Company is also subject to the UK City Code on Takeovers and Mergers. OTHER SUPPLIERS The Company has banking relationships in place to service its operations as well as a number of administrative and other suppliers, such as the Registrar and Company Secretary. INTERNAL STAKEHOLDERS The Company’s workforce The Company’s investment performance relies on the retention and incentivisation of its directors, employees and consultants. The Company has put in place the Bonus Plan for Directors, officers, employees of, or consultants to, the Company, as summarised in the Executive Director’s Statement above. In November 2020, the Company announced an extension to its Bonus Plan until 31 December 2024. Under the Company’s Bonus Plan, subject to achieving a minimum hurdle NAV and high watermark conditions, the team receives an annual cash bonus equal to 7.5% of the net increases in the Company’s NAV, adjusted for any changes in the Company’s equity capital resulting from issuance of new shares, dividends, share buy-backs and similar corporate transactions. As announced on 25 November 2020, this has been increased from 7.5% to 10.0% with effect from 1 January 2021. The Company engages with its stakeholders during the course of its day-to-day activities, seeking feedback as the occasion arises. The Company evaluates feedback and assesses its incorporation into its decisions and actions and, if appropriate, its operations, on an ongoing basis. Details of the Company’s most regular interactions with shareholders, through which the Company gains feedback from shareholders, are provided in the disclosures on Principle 2 above. C O R P O R A T E G O V E R N A N C E 51 TMT Investments Annual Report and Accounts 2020 Principle 4 Embed effective risk management, considering both opportunities and threats, throughout the organisation The Board has taken into account the relevant provisions of the QCA Code and associated guidance in formulating the systems and procedures which it has put in place. The Board is aware of the need to conduct regular risk assessments to identify the deficiencies in the controls currently operating over all aspects of the Company. The Board regularly reviews the risks faced by the Company and ensures the mitigation strategies in place are the most effective and appropriate to the Company. There may be additional risks and uncertainties which are not known to the Board and there are risks and uncertainties which are currently deemed to be less material, which may also adversely impact performance. It is possible that several adverse events could occur and that the overall impact of these events would compound the possible impact on the Company. Any number of the below risks could materially adversely affect the Company’s business, financial condition, results of operations and/or the market price of the ordinary shares. The Directors are responsible for the Company’s internal control framework and for reviewing its effectiveness. Each year the Board reviews all controls, including financial, operational and compliance controls and risk management procedures. The Directors are responsible for ensuring that the Company maintains a system of internal control to provide them with reasonable assurance regarding the reliability of financial information used within the business and for publication, and that assets are safeguarded. There are inherent limitations in any system of internal financial control. On the basis that such a system can only provide reasonable but not absolute assurance against material misstatement or loss, and that it relates only to the needs of the business at the time, the system as a whole was found by the Directors at the time of approving the accounts to be appropriate given the size of the business. In determining what constitutes a sound system of internal controls the Board considers: • The nature and extent of the risks which they regard as acceptable for the Company to bear within its particular business; • The threat of such risks becoming reality; • The Company’s ability to reduce the incidence and impact on its business if the risk crystallises; and • The costs and benefits resulting from operative relevant controls. C O R P O R A T E G O V E R N A N C E 52 The Company has identified the following principal risks in executing its strategy and addresses these in the following ways: KEY PEOPLE RISK MITIGATION The Company’s management team is relatively small in number and the resignation or unavailability of members of the management team could potentially have an effect on the performance of the Company. In order to mitigate this risk, the Company has put in place a bonus plan. The Company ensures that the databases it maintains for investment selection and monitoring are shared across the senior management team, reducing the possibility of loss of information due to any one individual leaving or not being available. THE COMPANY INVESTS IN EARLY STAGE COMPANIES Investing in earlier stage companies is inherently risky. These businesses may not successfully scale up their technology or offering, may fail to secure the necessary funding (attract further investment) and may lose key personnel, amongst other risks. MITIGATION The TMT team is experienced in investing in earlier stage technology companies and conducts extensive analysis through its four-filter investment process, as well as due diligence on the companies before it makes any investment. PORTFOLIO VALUATION MAY BE DOMINATED BY SINGLE OR LIMITED NUMBER OF COMPANIES MITIGATION The success or failure of companies in our portfolio in growing revenues and/or attracting further investment is likely to have a significant impact on their valuation, increasing or decreasing significantly. These valuations are driven by market forces and are outside of our control. The Company has built and continues to build a diversified portfolio across its core investment sectors. The Company also sells partial stakes from time to time in its more successful holdings in order to reinvest in other companies and/or keep the Company’s portfolio appropriately balanced. LARGE NUMBER OF INVESTMENT OPPORTUNITIES MITIGATION The sectors in which the Company invests are characterised by large numbers of new companies being launched with similar business models and across many countries. The sheer multitude of companies can make identifying the best companies a challenge in terms of analysis, the monitoring of performance before investing and the overall assessment of an investee’s potential. The Company focuses on a small number of core segments within the TMT sector in which it has expertise and established professional networks, in order to benefit from its competitive information advantage. Employing a filtering system that is designed to identify companies with the best potential to become scalable businesses with strong growth potential. A special emphasis is placed on assessing the exit opportunities for investments under consideration, taking into account sector trends, valuations, M&A trends and other relevant criteria. SPEED OF TECHNOLOGICAL CHANGET MITIGATION Technological change is taking place at ever increasing tempos. The speed of technological innovation can make it harder to assess an investee company’s potential, especially at an early stage of development. We address this challenge by typically investing in companies that are already generating revenue and therefore have a proven revenue generating business model at the time of the Company’s initial investment. C O R P O R A T E G O V E R N A N C E 53 TMT Investments Annual Report and Accounts 2020 VALUATION OF INVESTMENTS MITIGATION The Company invests in companies that at times operate in very competitive sectors. Given the nature of the companies we invest in, it is not likely that all will be a success. It is therefore inevitable that some investments will require impairment. To mitigate this risk, the Company reviews all its investments, as a minimum, every six months. For each of its portfolio companies, the Company maintains a database registering data provided by the portfolio companies that includes key performance indicators. Through this process, the Company actively monitors the performance of its portfolio and can affect fair value revaluations as required, whilst remaining focussed on managing a portfolio of growing companies. THE COMPANY HAS A SMALL NUMBER OF SHAREHOLDERS WHO HOLD A LARGE PROPORTION OF THE TOTAL SHARE CAPITAL OF THE COMPANY The decision by one or more of these shareholders to dispose of their holding in the Company may have an adverse effect on the Company’s share price. MITIGATION The Company seeks to build a mutual understanding of objectives between itself and its shareholders. The Company maintains regular contact with its shareholders through meetings and presentations held throughout the year. NON-CONTROLLING POSITIONS IN PORTFOLIO COMPANIES MITIGATION Non-controlling interests in portfolio companies may lead to a limited ability to protect the Company’s position in such investments. As part of its investment in portfolio companies, the Company will seek to secure board representation, where possible. Fundamentally, however, the success of a start-up depends greatly on the abilities of its founder-managers. The Company therefore places very high importance on investing in companies backed by highly skilled, professional and trustworthy founders. PROCEEDS FROM THE REALIZATION OF INVESTMENTS MAY VARY SUBSTANTIALLY FROM YEAR TO YEAR The timing of portfolio company realisations is uncertain and depends on factors beyond the Company’s control. As an investing company that does not generate sales, the Company faces the potential challenge of insufficient funds to meet its financial obligations or make new investments. Cash returns from the Company’s portfolio are therefore unpredictable. MITIGATION To address this challenge, the Company focuses on investing in companies that it considers to have good exit opportunities, via a trade sale, IPO or other exit route. This increases the likelihood of generating cash returns, which can then be used to reinvest or satisfy financial obligations if necessary. The Company has also conducted a number of equity fundraises since its admission to trading on AIM. As part of its fundraising efforts, the Company has committed significant resources to developing its shareholder base. The Company seeks to maintain sufficient cash resources to manage its ongoing operating and investment commitment and undertakes regular working capital reviews. The Company’s approach to managing liquidity is to ensure that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company. The Company has low liquidity risk due to maintaining adequate cash reserves, by continuously monitoring actual cash flows and by matching the maturity profiles of financial assets and current liabilities. The Company believes it is well placed to deliver shareholder value in the medium and long-term through the application of its business model and investment strategy and risk mitigation, as described above. C O R P O R A T E G O V E R N A N C E 54 Principle 5 Maintain the board as a well-functioning, balanced team led by the chair The Board is responsible to shareholders for the overall management of the Company and may exercise all the powers of the Company, subject to the provisions of relevant statutes and any directions given by special resolution of the shareholders. The Board, led by the Chairman, consists of four directors, three of whom are Non-executive. The Board comprises of the Non-executive Chairman (Yuri Mostovoy), two Non-executive Directors (James Joseph Mullins and Petr Lanin) and the Executive Director (Alexander Selegenev). James Mullins and Petr Lanin, both Non-executives, are considered by the Board to be independent. Both James Mullins and Petr Lenin were appointed to the Board in December 2010. Whilst they have now served as independent Non- executive Directors for over ten years, the QCA Code states that the fact that a director has served for over nine years does not automatically affect independence. The Board is satisfied that both James Mullins and Petr Lanin continue to be free from any business or other relationship which could interfere with the exercise of their independent judgement. In line with the QCA Code recommended good practice, both James Mullins and Petr Lanin will now be subject to annual re-election on an ongoing basis. experience, possessing the necessary mix of experience, skills, personal qualities and capabilities to deliver the strategy of the Company for the benefit of the shareholders over the medium to long-term (details of which are set out in the responses to Principle 6 of the QCA Code below). The Non-executive Chairman is required to dedicate at least seven days every month to his duties with the Company. The Executive Director is expected to dedicate the substantial part of his time to his duties with the Company. The Non-executive Directors are normally required to dedicate at least two days a month to their duties with the Company. The Board delegates certain responsibilities to its Committees, so that it can operate efficiently and give an appropriate level of attention and consideration to relevant matters. The Company has an Audit Committee, a Remuneration Committee and a Nomination Committee, all of which operate within a scope and remit defined by specific terms of reference determined by the Board. The Board and its Committees are provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight. The Board considers that it has the necessary industrial, financial, public markets and governance The Directors have access to the Company’s advisers and are able to obtain advice from other external bodies as and when required. Principle 6 Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities The Board considers that it has the necessary industrial, financial, public markets and governance experience, possessing the necessary mix of experience, skills, personal qualities and capabilities to deliver the strategy of the Company for the benefit of the shareholders over the medium to long-term. The Directors’ individual experience is set out in the Board of Directors section of this report. C O R P O R A T E G O V E R N A N C E 55 TMT Investments Annual Report and Accounts 2020 Principle 7 Evaluate board performance based on clear and relevant objectives, seeking continuous improvement The Company conducts evaluation of the effectiveness of its Board and committees and that of the Executive and Non-executive Directors’ performance in accordance with the QCA Code. The results of such reviews are used to determine whether any alterations are needed or whether any additional training would be beneficial. After considering different alternatives the Board made the decision to undertake the evaluations internally. The third such formal evaluation for the year ended December 2020 took place in January 2021. The previous such evaluation had been for the year ended December 2019, which started in January 2020 and concluded in March 2020. Compared to the previous year, the responses to the various questionnaires that formed the evaluation showed similar and positive results. The evaluations involved both a numeric and discursive self-assessment by each Board member, in response to a questionnaire, on the role and functioning of the Board and its members and Committees. Responses were collated and fed back to the Board at its meeting held in March 2021. In general, the responses found the Board, its members and Committees to be operating effectively. We provide further information below on the various evaluations that took place and their outcomes. C O R P O R A T E G O V E R N A N C E 5656 PAGE CONTENT Principle 7 BOARD EFFECTIVENESS AUDIT COMMITTEE EFFECTIVENESS The Board effectiveness evaluation involved the completion of a detailed questionnaire by Board directors. The following items and their respective criteria were assessed as a measure of effectiveness at Board level, whereby all Board members were asked to provide a rating (on a scale of 1 – 5). The evaluation addressed the following items: • Board composition – Evaluating the Board’s right balance of skills, knowledge and experience to govern the Company effectively. • Board engagement – How timely is the Board’s engagement with its internal and external stakeholders • Governance structure – Is the Board’s Committee structure clear and providing members with assurance to discharge their duties effectively. • Risk management – How well is the Board addressing the key business risks and adhering to internal controls; • Board agenda and forward plan – Is the Board’s meeting agenda and forward plan ensuring that members are focusing on the right areas at the right time. • Director’s self-assessment of awareness of current issues faced by the Company; • Board reporting – How comprehensive, accurate, easy to understand, timely and appropriate is the information received by Board members • Board dynamics – How effectively do Board members operate as a team, striking the right balance between trust and challenge. • Personal development – how well are development needs identified and satisfy requirements • Chair’s leadership – How effective is the Chair as a leader of the Board. • Performance evaluation – Are the Board members continually improving as a group and as individuals. • Succession planning for Board members – How robust is succession planning The Board effectiveness evaluation concluded that the Board was operating effectively. As part of the Audit Committee evaluation exercise, the two members of the Audit Committee completed a self-assessment questionnaire. Each member was asked to rate (on a scale of 1 – 5) the extent to which the Audit Committee is properly constituted, with regard to the knowledge, behaviours and processes relevant to the effective functioning of the Audit Committee. The evaluation concluded the committee was functioning effectively, taking into consideration as well the updated QCA Audit Committee Guide 2019. REMUNERATION COMMITTEE EFFECTIVENESS As part of the Remuneration Committee evaluation, the two members of the Remuneration Committee completed a self-assessment questionnaire. Each member was asked to rate (on a scale of 1 – 5) the extent to which the Remuneration Committee is properly constituted, with regard to the knowledge, behaviours and processes relevant to the correct functioning of the Remuneration Committee. The evaluation concluded the committee was functioning effectively, taking into consideration as well the updated QCA Remuneration Committee Guide 2019. NOMINATION COMMITTEE EFFECTIVENESS The Nomination Committee did not convene during the financial year ended 31 December 2020 as there were no new Board or senior management appointments during the year. By way of evaluation of succession planning, all Board members were asked to respond to a questionnaire which reviewed succession planning, the processes by which the Company determines board and other senior appointments and the professional development of the Company’s employees and management. The evaluation concluded that the processes in place for succession planning are adequate in view of the size and scope of operations of the Company. The Nomination committee works closely with the Board to identify the skills, experience, personal qualities and capabilities required for any next stages in the Company’s development, linking the Company’s strategy to future changes on the Board. T M T I n v e s t m e n t s A n n u a l R e p o r t a n d A c c o u n t s 2 0 2 0 C O R P O R A T E G O V E R N A N C E 57 57 PAGE CONTENTTMT Investments Annual Report and Accounts 2020 Principle 7 INDIVIDUAL EFFECTIVENESS The evaluation addressed the following items: The individual effectiveness evaluation involved the completion of a detailed questionnaire. The following items and their respective criteria were assessed as a measure of effectiveness at the individual level, whereby all Board members were asked to provide a rating (on a scale of 1 – 5). The evaluation concluded that all Board members were operating effectively. • Relationships with the Board of directors and major shareholders • Knowledge of the Company’s business as it continues to evolve • Active engagement in robust discussions during and between board meetings • Personal accountability for promoting the success of the Company • An open and questioning approach to reviewing risk in the organisation • Strategic planning, financial management, people management and relationships, and conduct of business • Assessing the time commitment required from each director • Development, training or mentoring needs of individual directors The Board reviews on an ongoing basis the human resource needs of the Company and the expected availability of its directors, employees and consultants. The review seeks to identify any potential changes in the make-up of the Board and senior management, in order to allow sufficient planning to appoint a replacement or other suitable arrangements. C O R P O R A T E G O V E R N A N C E 5858 PAGE CONTENT Principle 8 Promote a corporate culture that is based on ethical values and behaviours The Board has very regular interaction with Company employees, thereby ensuring that ethical values and behaviours are recognised and respected. Given the size of the Company, the Board believes this is the most efficient way of ensuring that a good corporate culture is maintained, which the Board deems to be good and healthy. The Company’s approach to governance, and how that culture is consistent with both the Company’s objectives and the creation of long-term stakeholder value, is set out in the Chairman’s statement on corporate governance at the start of this document. The Board not only sets expectations for the business but works towards ensuring that strong values are set and carried out by the Directors across the business. The Board places significant importance on the promotion of ethical values and good behaviour within the Company and takes ultimate responsibility for ensuring that these are promoted and maintained throughout the organisation and that they guide the Company’s business objectives and strategy. The Board ensures sound ethical practices and behaviours are deployed at Company board meetings. The Company’s corporate culture is based on the three values of transparency, innovation and continuous improvement. These three values support the Company’s objectives, strategy and business model. These are explained in more detail in the Chairman’s corporate governance statement, which reflects how the Company’s corporate culture is consistent with the Company’s objectives, strategy and business model. – C O N O I T A V O N N I I N U OUS I M T N P R V E M E N T O 3 VALUES – TRA SPARENCY – N C O R P O R A T E G O V E R N A N C E 5959 TMT Investments Annual Report and Accounts 2020 Principle 9 Maintain governance structures and processes that are fit for purpose and support good decision-making by the board Yuri Mostovoy, as Chairman, is responsible for leading an effective Board, fostering a good corporate governance culture and ensuring appropriate strategic focus and direction. Alexander Selegenev, as Executive Director, has overall responsibility for managing the group’s business and promoting, protecting and developing the investment business of the Company. Alexander also has active responsibility for the implementation of and adherence to the financial reporting procedures adopted by the Company and the Company’s financial reporting obligations under the AIM Rules. C O R P O R A T E G O V E R N A N C E 60 Principle 9 THE BOARD’S COMMITTEES NOMINATION COMMITTEE The Board is assisted by various standing committees which report regularly to the Board. The membership of these committees is regularly reviewed by the Board. When considering committee membership and chairmanship, the Board aims to ensure that undue reliance is not placed on particular Directors. The terms of reference of the Audit Committee, Remuneration Committee and Nomination Committee provide that no one other than the particular committee chairman and members may attend a meeting unless invited to attend by the relevant committee. The Company has established a Nomination Committee, which considers the appointment of directors to the Company’s Board and makes recommendations in this respect. The Nomination Committee currently comprises James Mullins and Alexander Selegenev, with James Mullins appointed as Chairman. MATTERS RESERVED FOR THE BOARD The Board of Directors of the Company meets at least four times per year, or more often if required. The matters reserved for the attention of the Board include inter alia: Details of the committees of the Board are set out below. AUDIT COMMITTEE The Audit Committee currently comprises James Mullins and Petr Lanin being non-executive members of the Board, with James Mullins appointed as chairman. The Audit Committee should meet at least twice a year. The committee is responsible for the functions recommended by the QCA Code including: • Review of the annual financial statements and interim reports prior to approval, focusing on changes in accounting policies and practices, major judgemental areas, significant audit adjustments, going concern and compliance with accounting standards, AIM and legal requirements; • Receive and consider reports on internal financial controls, including reports from the auditors and report their findings to the Board; • Consider the appointment of the auditors and their remuneration including the review and monitoring of independence and objectivity; • The preparation and approval of the financial statements and interim reports, together with the approval of dividends, significant changes in accounting policies and other accounting issues; • Board membership and powers, including the appointment and removal of Board members, and determining the terms of reference of the Board and establishing and maintaining the Company’s overall control framework; • Approval of major communications with shareholders, including any shareholder circulars and financial results required to be announced pursuant to the AIM Rules or the Market Abuse Regulation; • Senior management and Board appointments and remuneration, contracts, approval of bonus plans, and grant of share options; • Financial matters including the approval of the budget and financial plans, and changes to the Company’s capital structure, business strategy and investing policy (subject to shareholder approval); and • Other matters including regulatory and legal • Meet with the auditors to discuss the scope of their audit, issues arising from their work and any matters the auditors may wish to raise; compliance. SHARE DEALINGS • Develop and implement policy on the engagement of the external auditor to supply non-audit services; and • Review the Company’s corporate review procedures and any statement on internal control prior to endorsement by the Board. REMUNERATION COMMITTEE The Remuneration Committee currently comprises James Mullins and Petr Lanin, with James Mullins appointed as chairman. The committee has the following key duties: • Reviewing and recommending the emoluments, pension entitlements and other benefits of any Executive Directors and other senior executives; and • Reviewing the operation of any share option schemes and/or bonus plans implemented by the Company and the granting of options and/or bonus awards under such schemes. The Company has adopted a model code for share dealings in its ordinary shares which is appropriate for an AIM company, including compliance with Rule 21 of the AIM Rules for Companies relating to Directors and employees’ dealings in the Company’s shares. Jersey law contains no statutory pre-emption rights on the allotment and issue by the Company of equity securities (being shares in the Company, or rights to subscribe for, or to convert securities into, such shares). However, the Company’s articles of association contain certain provisions as to Directors’ authority to issue equity securities and pre-emption rights on issues of equity securities by the Company, further details of which are set out in paragraphs 8 and 9 of Part 3 of the Company’s AIM Admission Document which can be found on the Company’s website. As the Company grows, the directors will ensure that the governance framework remains in place to support the development of the business. T M T I n v e s t m e n t s A n n u a l R e p o r t a n d A c c o u n t s 2 0 2 0 C O R P O R A T E G O V E R N A N C E 61 Principle 10 Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders The Company communicates with shareholders through the annual report and accounts, regulatory announcements, the annual general meeting and one-to-one meetings with large existing shareholders or potential investors. A range of corporate information (including all Company announcements and presentations) is also available on the Company’s website. In addition, the Company seeks to maintain dialogue with shareholders through the organisation of shareholder events, and employee stakeholders are regularly updated on the development of the Company and its performance. AUDIT COMMITTEE REPORT The Company has established an audit committee, which comprises James Mullins (Chairman) and Petr Lanin. The audit committee’s main functions include, inter alia, reviewing and monitoring internal financial control systems and risk management systems on which the Company is reliant, considering annual and interim accounts and audit reports, making recommendations to the Board in relation to the appointment and remuneration of the Company’s auditors and monitoring and reviewing annually their independence, objectivity, effectiveness and qualifications. The Audit Committee met formally twice during 2020 to approve the 2020 interim report and 2019 report and accounts. REMUNERATION COMMITTEE REPORT The Company has established a remuneration committee, which comprises James Mullins (Chairman) and Petr Lanin. The remuneration committee met formally twice during 2020, to discuss and approve the extension of the bonus plan to 31 December 2024 and new fees for directors, staff and advisers from 1 January 2021. The Company seeks to publicly disclose the outcomes of all shareholder votes in a clear and transparent manner, although voting decisions (including votes withheld or abstentions) are not posted on the Company’s website or contained in the announcement released via RNS. The outcomes of all shareholder votes are publicly notified to the market via RNS and are available for review in the Company’s regulatory announcements section of its AIM Rule 26 website. If a significant proportion of independent votes were to be cast against a resolution at any general meeting, the Board’s policy would be to engage with the shareholders concerned in order to understand the reasons behind the voting results. Following this process, the Board would make an appropriate public statement regarding any different action it has taken, or will take, as a result of the vote. The Company’s financial reports for the last five years can be found on the Investor Relations sections of the TMT Investments Plc website www.tmtinvestments.com Notices of General Meetings of the Company for the last five years can be found on the Investor Relations sections of the TMT Investments Plc website www. tmtinvestments.com All of the Company’s RNS announcements, including those confirming voting results, can be found on the Investor Relations sections of the TMT Investments Plc website www.tmtinvestments.com C O R P O R A T E G O V E R N A N C E 62 $0.40M $3.62M TOTAL INVESTMENT (USD MILLION) FAIR VALUE (USD MILLION) PANDADOC IS A PROPOSAL AUTOMATION AND CONTRACT MANAGEMENT SOFTWARE COMPANY. In August 2020, PandaDoc, a proposal automation and contract management software provider (www.pandadoc. com), completed a new equity funding round. The transaction represented a revaluation uplift of US$1.41 million (or 63.5%) in the fair value of TMT’s investment in PandaDoc, compared to the previous reported amount as of 31 December 2019. C A S E S T U D Y P A N D A D O C 63 TMT Investments Annual Report and Accounts 2020 Directors’ Report The Directors present their report and audited financial statements of the Company for the year ended 31 December 2020. PRINCIPAL ACTIVITY AND REVIEW OF THE BUSINESS TMT Investments plc (“TMT Investments” or the “Company”) was incorporated under the laws of Jersey. The Company has been established for the purpose of making investments in the TMT sector where the Directors believe there is a potential for growth and the creation of shareholder value. The Company primarily targets companies operating in markets that the Directors believe have strong growth potential and having the potential to become multinational businesses. The Company can invest in any region of the world. RESULTS AND DIVIDENDS The gain for the year amounted to US$75,108,677 which includes a profit on changes in fair value of financial assets at FVPL (“Fair Value through profit and loss”) of US$82,294,256. Further information on the Company’s results and financial position is included in the financial statements. Given the quantum of further investment opportunities available to the Company, the board has decided that it will not recommend a final dividend (2019: nil). COMPANY LISTING TMT is traded on the AIM market (“AIM”) of the London Stock Exchange. The Company’s ticker is TMT. Information required by AIM Rule 26 is available in the ‘Investor Relations’ section of the Company’s website at www.tmtinvestments.com. BOARD MEETINGS There were 6 Board meetings held in 2020. Two meetings of the Audit Committee and two meetings of the Remuneration Committee were held in 2020. The number of meetings attended by the Directors is set out below. Director Board Meetings Audit Committee Meetings Remuneration Committee Meetings Yuri Mostovoy Alexander Selegenev Petr Lanin James Mullins Total Meetings 6 5 6 6 6 2 2 2 2 2 2 CHANGES IN SHARE CAPITAL SUBSTANTIAL SHAREHOLDINGS The Company has one class of ordinary share that carries no right to fixed income, and each share carries the right to one vote at general meetings of the Company. As at 31 December 2020 and the date of this report, the Company’s issued share capital consists of 29,185,831 ordinary shares of no par value each in the Company. The Directors are aware of the following shareholdings of 3% or more of the issued share capital of the Company as of 24 March 2021. I D R E C T O R S ’ R E P O R T 6464 PAGE CONTENT Shareholders Alexander Morgulchik, German Kaplun, Artemii Iniutin, Nelli Morgulchik (via Macmillan Trading Company Limited) Number of ordinary shares % of issued ordinary share capital 6,817,063 23.36% German Kaplun (via Ramify Consulting Corp) 5,348,980 18.33% Andrey Kareev (via Wissey Trade & Invest Ltd) 5,000,000 17.13% Zaur Ganiev Nika Kirpichenko (via Eclectic Capital Limited) Dmitry Kirpichenko (via Menostar Holdings Limited) Canaccord Genuity Group Inc. Artemii Iniutin (via Merit Systems Inc.) Others Total CONCERT PARTY 2,443,810 1,800,000 1,790,000 1,484,996 1,191,218 8.37% 6.17% 6.13% 5.09% 4.08% 3,309,764 11.34% 29,185,831 100.00% A concert party, as defined in the City Code on Takeovers and Mergers (the “Code”), currently exists, consisting of the following shareholders: Shareholder (legal holder) Beneficial holder (if different to legal holder) No. of Ordinary % of issued Shares share capital Macmillan Trading Company Limited (“Macmillan”) Ramify Consulting Corp. (“Ramify”) Wissey Trade & Invest Ltd (“Wissey”) Alexander Morgulchik 45.05%, German Kaplun 37.17%, Artemii Iniutin 9.90%, Nelli 6,817,063 23.36% Morgulchik 7.88% German Kaplun 5,348,980 18.33% Andrey Kareev 5,000,000 17.13% Eclectic Capital Limited (“Eclectic”) Nika Kirpichenko 1,800,000 6.17% Menostar Holdings Limited (“Menostar”) Dmitry Kirpichenko 1,790,000 6.13% Merit Systems Inc. Artemii Iniutin 1,191,218 4.08% Natalia Inyutina (Adult daughter of Artemii Iniutin) Vlada Kaplun (Adult Daughter of German Kaplun) Marina Kedrova (Adult Daughter of German Kaplun) Artemii Iniutin Total 727,156 2.49% 363,578 1.25% 363,578 1.25% 241,939 0.83% 23,643,512 81.01% I D R E C T O R S ’ R E P O R T 65 TMT Investments Annual Report and Accounts 2020 Directors’ Report Continued Since September 2013, when the Company became subject to the Code, the concert party has been interested in, in aggregate, more than 50% of the Company’s issued share capital at all times. The total direct and indirect interest in TMT by the concert party’s beneficial holders are now as follows: Beneficial holder German Kaplun Andrey Kareev Alexander Morgulchik Artemii Iniutin Nika Kirpichenko Dmitry Kirpichenko Natalia Inyutina Nelli Morgulchik Vlada Kaplun Marina Kedrova Total NOTES: Number of % of issued ordinary ordinary share shares 7,882,664 5,000,000 3,071,087 2,108,046 1,800,000 1,790,000 727,156 537,403 363,578 363,578 capital 27.01% 17.13% 10.52% 7.22% 6.17% 6.13% 2.49% 1.84% 1.25% 1.25% 23,643,512 81.01% The majority of the ordinary shares held by Eclectic were previously held by Menostar, who invested in the Company at the time of its Admission. As announced by the Company on 22 June 2016, the Company was notified that Menostar no longer had an interest in the Company and that Eclectic was interested in 4,650,000 ordinary shares. As announced on 17 October 2019, Eclectic notified the Company that it had sold ordinary shares such that it is interested in 2,800,000 ordinary shares and Menostar notified the Company that it had acquired 1,790,000 ordinary shares. The beneficial owner of Eclectic is Nika Kirpichenko who is the wife of Dmitry Kirpichenko, the beneficial owner of Menostar. Wissey and Menostar both invested in the Company on its Admission and, along with Eclectic, have invested in and/or been otherwise involved with other business ventures associated with the two founders of the Company Alexander Morgulchik and German Kaplun. The Company will update this disclosure in future annual financial reports and, if relevant, via RNS announcements. DIRECTORS During the financial year the following Directors held office: THE DIRECTORS’ FEES FOR 2020 WERE AS FOLLOWS: Yuri Mostovoy Non-executive Chairman Director Directors’ fees Alexander Selegenev Executive Director James Joseph Mullins Petr Lanin Independent Non-Executive Director Independent Non-Executive Director Yuri Mostovoy US$50,000 Alexander Selegenev US$100,000 James Joseph Mullins US$25,798 Petr Lanin US$10,000 The minimum initial allocation of the Bonus Pool accrued for the period ended 31 December 2020 among the Directors who are predetermined participants of the Bonus Plan is as follows: Director Alexander Selegenev Yuri Mostovoy The minimum initial allocation of the Bonus Pool (%) The minimum initial allocation of the Bonus Pool (US$) 16.5% 5.0% 1,004,346 304,347 I D R E C T O R S ’ R E P O R T 66 SUBSEQUENT EVENTS POST THE PERIOD END In January 2021, the Company invested an additional £135,825 (via acquisition of existing shares) in 3S Money, a UK-based online banking service focusing on international trade (www.3s.money). In January 2021, the Company invested an additional US$228,933 (via acquisition of existing shares) in Workiz, a SaaS solution for the service field industry (www.workiz.com). In February 2021, the Company invested an additional US$2,000,000 in Affise, a performance marketing SaaS solution (https://affise.com/en/). In February 2021, the Company invested an additional £399,997 in HealthyHealth, an insurtech and healthtech company (www.healthyhealth.com). In March 2021, the Company invested US$1,000,000 in 3DLook Inc., a body scanning and measuring technology solution for the online retail industry (www.3dlook.me). These events after the reporting period are not reflected in the NAV and/or the financial statements as at 31 December 2020. STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT OF THE ANNUAL REPORT AND THE FINANCIAL STATEMENTS The Directors are responsible for preparing the Annual Report and Accounts in accordance with applicable law and International Financial Reporting Standards (“IFRSs”) as adopted by the European Union. The Companies (Jersey) Law 1991 (as amended) (“Companies Law”) requires the Directors to prepare financial statements for each financial year. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that its financial statements comply with the Companies Law. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities. The Directors are responsible for the preparation of the Directors’ report and corporate governance statement. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in Jersey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. The Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss for that period. In preparing these financial statements, the Directors are required to: • select suitable accounting policies and then apply them consistently; • make judgements and accounting estimates that are reasonable and prudent; • state whether applicable IFRSs as adopted by the European Union (“EU”) have been followed, subject to any material departures disclosed and explained in the financial statements; and • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. DIRECTORS’ RESPONSIBILITY STATEMENT Each of the Directors, whose names are listed in the Directors section above confirm that, to the best of each person’s knowledge and belief: • • the financial statements, prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and the Directors’ report contained in the annual report includes a true and fair review of the development and performance of the business and the position of the Company. GOING CONCERN The Company’s business activities together with the factors which may impact its activities are described in the relevant sections above. The financial position of the Company is described in the financial statements and notes to the financial statements. In the year to date, the global economy was affected by the COVID-19 pandemic and related market volatility. Whilst the Company’s operations and liquidity position were not directly impacted, the principal activity of the Company was naturally affected through the impact on and therefore potential performance of the Company’s investee companies. Accordingly, the potential negative effect of COVID-19 and related market volatility, while potentially affecting the future fair value of the Company’s investments, does not impact the Company’s liquidity position. The Directors confirm that, after giving due consideration to the financial position and expected cash flows of the Company; they have a reasonable expectation that the Company will have adequate cash resources to continue in operational existence for the foreseeable future, and for at least one year from the date of approval of these financial statements and they have therefore adopted the going concern basis in preparing the financial statements. AUDITORS Each of the persons who is a Director at the date of approval of this annual report confirms that: • so far as the Directors are aware, there is no relevant audit information of which the Company’s auditors are unaware; and • the Directors have taken steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditors are aware of that information. On behalf of the Board of Directors Alexander Selegenev Executive Director 24 March 2021 I D R E C T O R S ’ R E P O R T 67 TMT Investments Annual Report and Accounts 2020 Independent Auditor’s report to the members of TMT investments Plc for the year ended 31 December 2020 OPINION BASIS FOR OPINION We have audited the financial statements of TMT Investments plc (the ‘company’) for the year ended 31 December 2020 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Cash Flows, the Statement of Changes in Equity and the notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in the preparation of the company’s financial statements is applicable law and International Financial Reporting Standards (IFRSs), as adopted by the European Union. IN OUR OPINION, THE FINANCIAL STATEMENTS: • give a true and fair view of the state of company’s affairs as at 31 December 2020 and of the company’s profit and cash flows for the year then ended; • have been properly prepared in accordance with IFRSs as adopted by the European Union; and • have been prepared in accordance with the requirements of the Companies (Jersey) Law 1991. We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. CONCLUSIONS RELATING TO GOING CONCERN In auditing the financial statements, we have concluded that the director’s use of the going concern basis of accounting in the preparation of the financial statement is appropriate. Our evaluation of the director’s assessment of the entity’s ability to continue to adopt the going concern basis of accounting included: Evaluation of management assessment Key observations We evaluated the Directors’ going concern assessment and performed the following procedures: At 31 December 2020, the Company held cash of £39,004.288 at bank. • We assessed the appropriateness of the cash flow forecasts in the context of the Company’s 2020 financial performance and evaluated the Directors’ sensitivities performed against this forecast. • We evaluated the key assumptions in the forecast, which were consistent with our knowledge of the business and considered whether these were supported by the evidence we obtained. • We compared the prior year forecast against current year actual performance to assess management’s ability to forecast accurately. • We also reviewed the disclosures relating to going concern basis of preparation and found that these provided an explanation of the Directors’ assessment that was consistent with the evidence we obtained. The Company’s cash flow forecasts to 31 March 2022 (‘the going concern period’) have been approved by the Board. These are prepared based on certain key assumptions, against which plausible sensitivities have been applied. These included considering further investments being made along with the ongoing operating costs. The forecast shows that the Company has at all times available cash and liquidity to meets its liabilities as they fall due. Based on the audit procedures performed we concluded that the Company has appropriately adopted the going concern basis of preparation. Further, we did not identify any material disclosures that should be included regarding any material uncertainty in respect of the going concern basis of preparation. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the entity’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. I N D E P E N D E N T I A U D T O R S ’ R E P O R T 68 OUR APPROACH TO THE AUDIT As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgements, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account an understanding of the structure of the company, its activities, the accounting processes and controls, and the industry in which it operates. Our planned audit testing was directed accordingly and was focused on areas where we assessed there to be the highest risk of material misstatement. The audit testing included substantive testing on significant transactions, balances and disclosures, the extent of which was based on various factors such as our overall assessment of the control environment, the effectiveness of controls and the management of specific risk. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant findings, including any significant deficiencies in internal control that we identify during the audit. KEY AUDIT MATTERS Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified during our audit. Key audit matters How our audit addressed the key audit matters Valuation of investments Our audit work included, but was not restricted to: The company is investing in pre-growth companies in a very competitive industry. Given the nature of the companies being invested in, it is not likely that all will be a success. The value of the investment is one of the most material balances in the company’s financial statements. These investments are carried at fair value in the financial statements and the valuation is based on significant judgement and assumptions. Due to the nature of the company’s activities, there is a risk that the fair value has not been appropriately applied for all of the investments and therefore that the value of investments held at year- end may be misstated. • We obtained an understanding of management’s assessment of the investment valuations and obtained an understanding of how they are performed. • This involved evaluating whether the method chosen was in accordance with published guidance and reviewing and challenging the assumptions applied to the valuation inputs. • We verified and benchmarked key inputs and estimates to independent information from our own research and against metrics from the investments. • Where appropriate, we have performed sensitivity analysis on the valuation calculations. • Alternative valuations methods were considered and discussed with management to provide alternative views on the value of the investments. • We agreed the purchase and sale of investments to supporting evidence of the transaction and cash movements on a sample basis and recalculated the realised gains and losses on the sale of investments for both the individual transactions on a sample basis and for the total portfolio. The Company’s accounting policy on fixed asset investments held at fair value through profit or loss is shown in note 2.6 of the Financial Statements and related disclosures are included in note 10. KEY OBSERVATIONS From our audit work undertaken, we did not identify any material misstatement in the investment valuations included in the financial statements. I N D E P E N D E N T I A U D T O R S ’ R E P O R T 69 TMT Investments Annual Report and Accounts 2020 Independent Auditor’s Report Continued OUR APPLICATION OF MATERIALITY The scope and focus of our audit was influenced by our assessment and application of materiality. We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements on our audit and on the financial statements. We define financial statement materiality as the magnitude by which misstatements, including omissions, could reasonably be expected to influence the economic decisions taken on the basis of the financial statements by reasonable users. In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole. Materiality Measure Company Overall materiality We determined materiality for the financial statements as a whole to be £2,765,000. How we determine it Based on 1.5% of gross assets held at 31 December 2020. Rationale for benchmarks applied Performance materiality Specific materiality Reporting threshold We believe that these benchmarks are appropriate due to the investments being the key driver of the company and the nature of its activities. On the basis of our risk assessment, together with our assessment of the company’s control environment, our judgement is that performance materiality for the financial statements should be 75% of materiality, and was set at £2,073,750 We also determine a lower level of specific materiality for certain areas such as Director’s remuneration. Area materiality for the disclosure of the cash element of Director’s remuneration has been set at £2,000 and performance materiality of £1,000. We agreed with the Audit Committee that we would report to them all misstatements over £11,150 (5% of overall materiality) identified during the audit, as well as differences below that threshold that, in our view, warrant reporting on qualitative grounds. We also report to the Audit Committee on disclosure matters that we identified when assessing the overall presentation of the Financial Statements. OTHER INFORMATION The other information comprises the information included in the annual report other than the financial statements and our Auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially We have nothing to report in this regard. I N D E P E N D E N T I A U D T O R S ’ R E P O R T 70 MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors’ report. We have nothing to report in respect of the following matters in relation to which the Companies (Jersey) Law 1991 requires us to report to you if, in our opinion: • proper accounting records have not been kept by the company, or proper returns adequate for our audit have not been received from branches not visited by us; or • the financial statements are not in agreement with the accounting records and returns; or • certain disclosures of directors’ remuneration specified by law are not made; or • we have not received all the information and explanations we require for our audit. RESPONSIBILITIES OF DIRECTORS As explained more fully in the statement of directors’ responsibilities above, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: • Based on our understanding of the Company and the industry in which it operates, we identified that the principal risks of non-compliance with laws and regulations related to the acts by the Company which were contrary to applicable laws and regulations including fraud and we considered the extent to which non-compliance might have a material effect on the Financial Statements. We also considered those laws and regulations that have a direct impact on the preparation of the Financial Statements such as Part 16 of Companies (Jersey) Law 1991. We evaluated management’s incentives and opportunities for fraudulent manipulation of the Financial Statements (including the risk of override of controls), and determined that the principal risks were related to inflated investment valuations and profit. • Audit procedures performed included: review of the Financial Statement disclosures to underlying supporting documentation, review of correspondence with legal advisors, and enquiries of management in so far as they related to the Financial Statements, and testing of journals and evaluating whether there was evidence of bias by the Directors that represented a risk of material misstatement due to fraud. There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the Financial Statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. USE OF OUR REPORT This report is made solely to the company’s members, as a body, in accordance with Article 113A of the Companies (Jersey) Law 1991. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Daniel Hutson (Senior Statutory Auditor) For and on behalf of UHY Hacker Young Chartered Accountants and Statutory Auditor UHY Hacker Young 4 Thomas More Square London E1W 1YW 24 March 2021 I N D E P E N D E N T I A U D T O R S ’ R E P O R T 71 TMT Investments Annual Report and Accounts 2020 Financial Statements STATEMENT OF COMPREHENSIVE INCOME Gains on investments Dividend income Total investment income Expenses Bonus scheme payment charge Administrative expenses Other operating expenses Operating gain Net finance income Gain before taxation Taxation Notes For the year ended 31/12/2020 For the year ended 31/12/2019 3 6 5 7 8 USD USD 82,259,735 21,275,927 129,897 73,517 82,389,632 21,349,444 (6,086,948) (2,007,694) (1,255,451) (1,174,466) - (13,079) 75,047,233 18,154,205 61,444 235,306 75,108,677 18,389,511 - - Gain attributable to equity shareholders 75,108,677 18,389,511 Total comprehensive income for the year 75,108,677 18,389,511 Gain per share Basic and diluted gain per share (cents per share) 9 257.35 63.01 F I N A N C I A L S T A T E M E N T S 72 STATEMENT OF FINANCIAL POSITION Non-current assets Notes At 31 December At 31 December 2020 USD 2019 USD Financial assets at FVPL 10 144,803,154 91,207,190 Total non-current assets 144,803,154 91,207,190 Current assets Trade and other receivables Cash and cash equivalents Total current assets Total assets Current liabilities Trade and other payables Total current liabilities Total liabilities 11 12 13 487,838 711,957 39,004,288 11,700,074 39,492,126 12,412,031 184,295,280 103,619,221 6,372,573 6,372,573 6,372,573 805,191 805,191 805,191 Net assets 177,922,707 102,814,030 Equity Share capital Retained profit Total equity 14 34,790,174 34,790,174 143,132,533 68,023,856 177,922,707 102,814,030 The financial statements were approved by the Board of Directors on 24 March 2021 and were signed on its behalf by: Alexander Selegenev Executive Director F I N A N C I A L S T A T E M E N T S 73 TMT Investments Annual Report and Accounts 2020 STATEMENT OF CASH FLOWS Operating activities Operating gain Adjustments for non-cash items: Notes For the year ended 31/12/2020 For the year ended 31/12/2019 USD USD 75,047,233 18,154,205 Changes in fair value of financial assets at FVPL 3 (82,294,256) (21,269,830) Changes in working capital: Decrease in trade and other receivables Increase/(Decrease) in trade and other payables Net cash generated from/(used in) operating activities Investing activities Interest received Purchase of financial assets at FVPL Proceeds from sale of financial assets at FVPL Other financial income (7,247,023) (3,115,625) 224,119 23,092,438 5,567,382 (897,751) (1,455,522) 19,079,062 61,444 202,224 (12,503,095) (8,581,128) 41,201,387 3,533,912 - 33,082 11 13 7 10 10 7 Net cash (used in)/generated from investing activities 28,759,736 (4,811,910) Financing activities Dividends paid Net cash used in financing activities - - (5,837,166) (5,837,166) Increase in cash and cash equivalents 27,304,214 8,429,986 Cash and cash equivalents at the beginning of the year 11,700,074 3,270,088 Cash and cash equivalents at the end of the year 12 39,004,288 11,700,074 F I N A N C I A L S T A T E M E N T S 74 STATEMENT OF CHANGES IN EQUITY For the year ended 31 December 2019 and for the year ended 31 December 2020, USD Note Share Capital Retained Profit USD USD Total USD Balance at 1 January 2019 34,790,174 55,471,511 90,261,685 Gain for the year Total comprehensive income for the year Transactions with owners in their capacity as owners: Dividends paid - - - 18,389,511 18,389,511 18,389,511 18,389,511 (5,837,166) (5,837,166) Balance at 31 December 2019 34,790,174 68,023,856 102,814,030 Gain for the year Total comprehensive income for the year - - 75,108,677 75,108,677 75,108,677 75,108,677 Balance at 31 December 2020 34,790,174 143,132,533 177,922,707 F I N A N C I A L S T A T E M E N T S 75 TMT Investments Annual Report and Accounts 2020 Notes to the Financial Statements For the year ended 31 December 2020 76 76 PAGE CONTENT1. Company information TMT Investments Plc (“TMT” or the “Company”) is a company incorporated in Jersey with its registered office at 13 Castle Street, St Helier, Jersey, JE1 1ES, Channel Islands. The Company was incorporated and registered on 30 September 2010 in Jersey under the Companies (Jersey) Law 1991 (as amended) with registration number 106628 under the name TMT Investments Limited. The Company obtained consent from the Jersey Financial Services Commission pursuant to the Control of Borrowing (Jersey) Order 1985 on 30 September 2010. On 1 December 2010 the Company re-registered as a public company and changed its name to TMT Investments Plc. The Company’s ordinary shares were admitted to trading on the AIM market of the London Stock Exchange on 1 December 2010. The memorandum and articles of association of the Company do not restrict its activities and therefore it has unlimited legal capacity. The Company’s ability to implement its Investing Policy and achieve its desired returns will be limited by its ability to identify and acquire suitable investments. Suitable investment opportunities may not always be readily available. The Company will seek to make investments in any region of the world. Financial statements of the Company are prepared by and approved by the Directors in accordance with International Financial Reporting Standards, International Accounting Standards and their interpretations issued or adopted by the International Accounting Standards Board as adopted by the European Union (“IFRSs”). The Company’s accounting reference date is 31 December. 2. Summary of significant accounting policies 2.1 BASIS OF PRESENTATION 2.2 GOING CONCERN The principal accounting policies applied by the Company in the preparation of these financial statements are set out below and have been applied consistently. The financial statements have been prepared on a going concern basis, under the historical cost basis as modified by the fair value of financial assets at FVPL, as explained in the accounting policies below, and in accordance with IFRS. Historical cost is generally based on the fair value of the consideration given in exchange for assets. In the year to date, the global economy was affected by the COVID-19 pandemic and related market volatility. Whilst the Company’s operations and liquidity position were not directly impacted, the principal activity of the Company was naturally affected through the impact on and therefore potential performance of the Company’s investee companies. Accordingly, the potential negative effect of COVID-19 and related market volatility, while potentially affecting the future fair value of the Company’s investments, does not impact the Company’s liquidity position. The Directors confirm that, after giving due consideration to the financial position and expected cash flows of the Company; they have a reasonable expectation that the Company will have adequate cash resources to continue in operational existence for the foreseeable future, and for at least one year from the date of approval of these financial statements and they have therefore adopted the going concern basis in preparing the financial statements. N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 77 TMT Investments Annual Report and Accounts 2020 2.3 SEGMENTAL REPORTING 2.4 FOREIGN CURRENCY TRANSLATION Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker who is responsible for allocating resources and assessing performance of the operating segments and which has been identified as the Board that make strategic decisions. For the purposes of IFRS 8 ‘Operating Segments’ the Company currently has one segment, being ‘Investing in the TMT sector’. Even though the Company only invests in the TMT sector, there are still geographical disclosures that need to be made to comply with IFRS 8 ‘Operating Segments’. The Company analyses non-current financial assets according to the geographical location of the investment (see note 4). (a) Functional and presentation currency Items included in the financial statements of the Company are measured in United States Dollars (‘US dollars’, ‘USD’ or ‘US$’), which is the Company’s functional and presentation currency. (b) Transactions and balances Foreign currency transactions are translated into US$ using the exchange rates prevailing at the dates of the transactions. Exchange differences arising from the translation at the year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income. Currency As at 31.12.2020 Conversation rates, USD Average rate, 2020 British pounds, £ Euro, € 1.3649 1.2276 1.2839 1.1416 2.5 CASH AND CASH EQUIVALENTS Cash and cash equivalents consist of cash at bank and in hand, deposits held at call with banks, bank overdrafts and other short-term highly liquid investments with maturities of three months or less from the date of acquisition. 2.6 FINANCIAL ASSETS RECOGNITION AND MEASUREMENT The Company recognises financial assets and liabilities when it becomes party to the contractual provisions of the instrument. Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires. Financial assets are initially measured at fair value adjusted for transaction costs (where applicable). Financial assets are classified into the following categories: • amortised cost; • • fair value through profit or loss (FVPL); and fair value through other comprehensive income (FVOCI). N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 78 In the periods presented, the Company does not have any financial assets categorised as FVOCI. The classification is determined by both: • the entity’s business model for managing the financial asset; and • the contractual cash flow characteristics of the financial asset. SUBSEQUENT MEASUREMENT FVPL The Company manages its investments with a view to profiting from the receipt of dividends and changes in fair value of equity investments. Financial assets of the Company comprise of unlisted equity investments, convertible promissory notes and SAFEs. All the financial assets are not for trading and are classified as financial assets at FVPL. Directly attributable transaction costs are recognised in profit or loss as incurred. Financial assets at fair value through profit or loss are measured at fair value, and changes therein are recognised in profit or loss. When measuring the fair value of a financial instrument, the Company uses relevant transactions during the year or shortly after the year end, which gives an indication of fair value and considers other valuation methods to provide evidence of value. The “price of recent investment” methodology is used mainly for venture capital investments, and the fair value is derived by reference to the most recent equity financing round or sizeable partial disposal. Fair value change is only recognised if that round involved a new external investor. From time to time, the Company may assess the fair value in the absence of a relevant independent equity transaction by relying on other market observable data and valuation techniques, such as the analysis of revenue multiples of comparable companies and/or comparable transactions. The nature of such valuation techniques is highly judgmental and dependent on the market sentiment at the time of the analysis. FAIR VALUES ARE CATEGORISED INTO DIFFERENT LEVELS IN A FAIR VALUE HIERARCHY BASED ON THE INPUTS USED IN THE VALUATION TECHNIQUES AS FOLLOWS: Level 1: The fair value of financial instruments traded in active markets is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the Company is the current bid price. These instruments are included in level 1. Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity specific estimates. Specific valuation techniques used to value financial instruments include the use of quoted market prices or dealer quotes for similar instruments. Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. Financial assets that qualify as an associate, as 20% or more of the voting rights are held by the company, are exempt from IAS 28 ‘Investments in Associates’, as TMT is a venture capital organisation. Such investments are therefore treated as financial assets at FVPL. FINANCIAL ASSETS AT AMORTISED COST Financial assets are measured at amortised cost if the assets meet the following conditions: • they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows; and • the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding. N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 79 TMT Investments Annual Report and Accounts 2020 After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. The Company’s cash and cash equivalents, trade and other receivables fall into this category of financial instruments. IMPAIRMENT OF FINANCIAL ASSETS In relation to the impairment of financial assets, IFRS 9 requires an expected credit loss model to be applied. The expected credit loss model requires the Company to account for expected credit losses and changes in those expected credit losses at each reporting date to reflect changes in credit risk since initial recognition of the financial assets. IFRS 9 requires the Company to recognise a loss allowance for expected credit losses on receivables. In particular, IFRS 9 requires the Company to measure the loss allowance for a financial instrument at an amount equal to the lifetime expected credit losses (ECL) if the credit risk on that financial instrument has increased significantly since initial recognition, or if the financial instrument is a purchased or originated credit-impaired financial asset. However, if the credit risk on a financial instrument has not increased significantly since initial recognition, the Company is required to measure the loss allowance for that financial instrument at an amount equal to 12 months ECL. INCOME Interest income from convertible notes receivable is recognised as it accrues by reference to the principal outstanding and the effective interest rate applicable, which is the rate that exactly discounts the estimated future cash flows through the expected life of the financial asset to the asset’s carrying value. 2.7 NET FINANCE INCOME Net finance income comprises interest income on deposits and dividends from portfolio companies. Interest income is recognised as it accrues in the statement of comprehensive income, using the effective interest method. 2.8 TAXATION Deferred tax is provided in full using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates that are expected to apply when the related deferred tax asset is realised or when the deferred tax liability is settled. Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised. 2.9 EQUITY INSTRUMENTS Ordinary shares are classified as equity. Costs directly attributable to the issue of new shares are shown in equity as a deduction from the proceeds. 2.10 NEW IFRSS AND INTERPRETATIONS The following standards and amendments became effective from 1 January 2020, but did not have any material impact on the Company: • Amendments to References to Conceptual Framework in IFRS Standards • Amendments to IFRS 9 and IFRS 7 – Interest rate benchmark reform • Amendments to IAS 1 and IAS 8 – Definition of Materiality N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 80 2.11 ACCOUNTING ESTIMATES AND JUDGEMENTS Estimates and judgements need to be regularly evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, rarely equal the related actual results. The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. The estimates significant to the financial statements during the year and at the year-end is the consideration of the fair value of financial assets at FVPL as set out in the relevant accounting policies shown above. A number of the financial assets at FVPL held by the Company are at an early stage of their development. The Company cannot carry out regular reliable fair value estimates of some of these investments. Future events or transactions involving the companies invested in may result in more accurate valuations of their fair values (either upwards or downwards) which may affect the Company’s overall net asset value. 3. Gains on investments For the year ended 31/12/2020 USD For the year ended 31/12/2019 USD Gross interest income from convertible notes receivable Net interest income from convertible notes receivable 82,879 82,879 21,698 21,698 Gains on changes in fair value of financial assets at FVPL 82,294,256 21,269,830 Success fee attributable to consultants - (15,601) Other losses on investment (117,400) - Total net gains on investments 82,259,735 21,275,927 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 81 TMT Investments Annual Report and Accounts 2020 4. Segmental Analysis GEOGRAPHIC INFORMATION The Company has investments in the USA, Estonia, the United Kingdom, BVI, Cyprus and Israel. Non-current financial assets 31.12.2019 Equity investments Convertible notes & SAFEs USA USD Israel USD BVI USD Estonia USD Cyprus USD United Kingdom USD Total USD 57,787,606 291,781 779,000 22,642,461 - 2,253,607 83,754,455 6,802,735 - - - 650,000 - 7,452,735 Total 64,590,341 291,781 779,000 22,642,461 650,000 2,253,607 91,207,190 31.12.2020 Equity investments Convertible notes & SAFEs USA USD Israel USD BVI USD Estonia USD Cyprus USD United Kingdom USD Total USD 90,078,690 155,000 1,780,250 36,711,439 - 7,718,112 136,443,491 6,827,998 - - 181,665 1,350,000 - 8,359,663 Total 96,906,688 155,000 1,780,250 36,893,104 1,350,000 7,718,112 144,803,154 5. Administrative Expenses Administrative expenses include the following amounts: Staff expenses (note 6) Professional fees Legal fees Bank and LSE charges Audit fees Accounting fees Rent Other expenses Currency exchange loss (gain) N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 82 For the year ended 31/12/2020 For the year ended 31/12/2019 USD 653,318 254,172 97,100 18,336 31,625 15,200 94,608 69,646 21,446 USD 648,170 241,480 45,732 13,620 26,328 15,200 94,596 106,897 (17,557) 1,255,451 1,174,466 6. Staff Expenses Directors’ fees Wages and salaries For the year ended 31/12/2020 For the year ended 31/12/2019 USD 185,798 467,520 653,318 USD 185,570 462,600 648,170 Wages and salaries shown above include salaries relating to 2020. Bonus Plan costs are not included in administrative expenses and are shown separately. The Directors’ fees and bonuses for 2020 were as follows: For the year ended 31/12/2020 For the year ended 31/12/2019 Alexander Selegenev Yuri Mostovoy James Joseph Mullins Petr Lanin USD 100,000 50,000 25,798 10,000 185,798 USD 100,000 50,000 25,570 10,000 185,570 The Directors’ fees shown above are all classified as ‘short term employment benefits’ under International Accounting Standard 24. The Directors do not receive any pension contributions or other benefits. The average number of staff employed (excluding Directors) by the Company during the year was 6 (2019: 6). Key management personnel of the Company are defined as those persons having authority and responsibility for the planning, directing and controlling the activities of the Company, directly or indirectly. Key management of the Company are therefore considered to be the Directors of the Company. There were no transactions with the key management, other than their fees, bonuses, and reimbursement of business expenses. Under the Company’s Bonus Plan, subject to achieving a minimum hurdle NAV and high watermark conditions, the team receives an annual cash bonus equal to 7.5% (increasing to 10% from 1 January 2021) of the net increases in the Company’s NAV, adjusted for any changes in the Company’s equity capital resulting from issuance of new shares, dividends, share buy-backs and similar corporate transactions. For the bonus period from 1 July 2020 to 31 December 2020, the total amount of bonus accrued was US$6,086,948. The exact allocation of the accrued bonus is expected to be approved and paid to the participants of the Company’s Bonus Plan shortly after the publication of this report. The minimum initial allocation of the Bonus Pool among the predetermined participants of the Bonus Plan is as follows: N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 83 TMT Investments Annual Report and Accounts 2020 Participants of the Bonus Plan The minimum initial allocation of the Bonus Pool (%) The minimum initial allocation of the Bonus Pool (US$) Artemii Iniutin (Employee) German Kaplun (Employee) Alexander Morgulchik (Employee) Alexander Selegenev (Director) Yuri Mostovoy (Director) Alexander Pak (Employee) Levan Kavtaradze (Employee) To be allocated Total 7. Net Finance Income Interest income Other finance income 16.5% 16.5% 16.5% 16.5% 5.0% 10.0% 8.0% 11.0% 100% 1,004,346 1,004,346 1,004,346 1,004,346 304,347 608,695 486,956 669,566 US$6,086,948 For the year ended 31/12/2020 For the year ended 31/12/2019 USD 61,444 - 61,444 USD 202,224 33,082 235,306 8. Income Tax Expense The Company is incorporated in Jersey. No tax reconciliation note has been presented as the income tax rate for Jersey companies is 0%. 9. Gain per share The calculation of basic gain per share is based upon the net gain for the year ended 31 December 2020 attributable to the ordinary shareholders of US$75,108,677 (2019: net gain of US$18,389,511) and the weighted average number of ordinary shares outstanding was calculated as follows: Gain per share For the year ended 31/12/2020 USD For the year ended 31/12/2019 USD Basic gain per share (cents per share) 257.35 63.01 Gain attributable to equity holders of the entity 75,108,677 18,389,511 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 84 The weighted average number of ordinary shares outstanding was calculated as follows: Weighted average number of shares in issue Ordinary shares For the year ended 31/12/2020 For the year ended 31/12/2019 29,185,831 29,185,831 29,185,831 29,185,831 During the years ended 31 December 2020 and 31 December 2019 there were no dilutive instruments in issue. 10. Non-current Financial Assets Financial assets at FVPL, USD: Investments in equity shares (i) At 31/12/2020 At 31/12/2019 - unlisted shares 136,443,491 83,754,455 Convertible notes receivable (ii) - promissory notes - SAFEs 2,753,663 5,606,000 3,452,735 4,000,000 144,803,154 91,207,190 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 85 TMT Investments Annual Report and Accounts 2020 10. NON-CURRENT FINANCIAL ASSETS CONTINUED Reconciliation of fair value measurements of non-current financial assets: Financial assets at FVPL Total Unlisted shares Convertible notes & SAFEs USD USD USD Balance as at 31 December 2018 62,285,914 2,604,230 64,890,144 Total gains or losses in 2019: - changes in fair value 21,838,934 (569,104) 21,269,830 Purchases (including consulting & legal fees) 2,881,128 5,700,000 8,581,128 Disposal of investment (carrying value) (3,533,912) - (3,533,912) Conversion and other movements 282,391 (282,391) - Balance as at 31 December 2019 83,754,455 7,452,735 91,207,190 Total gains or losses in 2020: - changes in fair value 81,892,288 401,968 82,294,256 Purchases (including consulting & legal fees) 8,873,494 3,629,601 12,503,095 Disposal of investment (carrying value) (41,201,387) - (41,201,387) Conversion and other movements 3,124,641 (3,124,641) - Balance as at 31 December 2020 136,443,491 8,359,663 144,803,154 Financial assets at fair value through profit or loss are measured at fair value, and changes therein are recognised in profit or loss. When measuring the fair value of a financial instrument, the Company uses relevant transactions during the year or shortly after the year end, which gives an indication of fair value and considers other valuation methods to provide evidence of value. The “price of recent investment” methodology is used mainly for venture capital investments, and the fair value is derived by reference to the most recent equity financing round or sizeable partial disposal. Fair value change is only recognised if that round involved a new external investor. From time to time, the Company may assess the fair value in the absence of a relevant independent equity transaction by relying on other market observable data and valuation techniques, such as the analysis of revenue multiples of comparable companies and/or comparable transactions. The nature of such valuation techniques is highly judgmental and dependent on the market sentiment at the time of the analysis. N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 86 $2.0M $2.76M TOTAL INVESTMENT (USD MILLION) FAIR VALUE (USD MILLION) SCALARR IS A MACHINE LEARNING-BASED FRAUD DETECTION SOLUTION FOCUSED ON THE ADVERTISING MARKET. In November 2020, Scalarr, a machine learning-based fraud detection solution focused on the advertising market (www. scalarr.io), completed a new equity funding round. The transaction represented a revaluation uplift of US$0.76 million (or 50.4%) in the fair value of TMT’s investment in Scalarr, compared to the previous reported amount as of 31 December 2019. C A S E S T U D Y S C A L A R R 87 TMT Investments Annual Report and Accounts 2020 (i) Equity investments as at 31 December 2020: Investee company Date of initial investment Value at 1 Jan 2020, USD Additions to equity investments during the period Conversions from loan notes Investee company Disposals Value at 31 Dec Equity stake 2020 owned Gain/loss from changes in fair value of equity investments, USD USD USD USD USD DepositPhotos 26.07.2011 10,836,105 21.11.2011 1,825,596 24.07.2012 21,201,509 15.02.2014 136,781 13.06.2014 3,025,285 21.07.2014 2,749,812 25.08.2014 1,000,000 01.09.2014 155,000 15.09.2014 22,132,548 30.07.2012 10,257,098 1,630,075 11.07.2014 2,215,118 11.01.2018 244,506 - - 13.04.2015 3,340,404 329,903 16.05.2016 06.05.2016 19.01. 2019 442,159 450,015 779,000 - - 1,001,250 06.06.2019 31.08.2018 16.09.2019 05.12. 2019 03.02.2020 07.04.2020 21.09.2020 12.11.2020 13.11.2020 17.11.2020 15.08.2019 21.08.2019 13.08.2020 253,615 288,224 200,000 221,688 - - - - - - - - - - - - - - - - - - - - - - - 200,000 620,870 660,197 772,500 500,000 1,322,100 499,999 - 1,336,600 - - - - - - - - - - - - - - - - - - - - - - - - - - - 1,500,000 1,282,705 341,936 29,314,214 (41,201,387) DepositPhotos Wanelo Backblaze E2C Remote.it Le Tote Anews Klear Bolt Pipedrive PandaDoc FullContact Scentbird Workiz Vinebox Hugo MEL Science Healthy Health eAgronom Rocket Games (Legionfarm) Timbeter Classtag 3S Money Club Hinterview Virtual Mentor (Allright) NovaKid MTL Financial (OutFund) Scalarr Accern Feel - - - - - - - - - - - - - - - - - - 34,802,828 (136,781) (2,749,812) 14,068,979 1,406,161 2,920,647 326,686 663,704 162,122 756,564 356,976 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 10,836,105 1,825,596 56,004,337 3,025,285 1,000,000 155,000 36,201,527 - - - 3,621,279 244,506 6,590,954 768,845 450,015 1,780,250 2,663,696 415,737 288,224 200,000 221,688 200,000 620,870 660,197 772,500 500,000 1,322,100 2,756,563 1,282,705 2,035,512 16.67% 4.69% 10,85% 1.64% 0.69% 9.41% 3.04% 1.48% - 1.55% 0.19% 4.43% 2.32% 2.42% 3.55% 3,64% 2.17% 2.13% 1.96% 4.64% 1.18% 4.83% 6.47% 3.01% 1.65% 5.71% 7.66% 5.12% 9.07% 83,754,455 8,873,494 3,124,641 81,892,288 (41,201,387) 136,443,491 MEL Science 25.02.2019 1,999,992 Wanelo Backblaze E2C Remote.it Le Tote Anews Klear Bolt Pipedrive PandaDoc FullContact Scentbird Workiz Vinebox Hugo Healthy Health eAgronom Rocket Games (Legionfarm) Timbeter Classtag 3S Money Club Hinterview Virtual Mentor (Allright) NovaKid MTL Financial (OutFund) Scalarr Accern Feel Total N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 88 Disposals Value at 31 Dec 2020 Equity stake owned (i) Equity investments as at 31 December 2020: (i) Equity investments as at 31 December 2020: Investee company Value at Additions to equity Conversions from Investee company Date of initial investment 1 Jan 2020, USD investments loan notes during the period USD USD DepositPhotos 26.07.2011 10,836,105 DepositPhotos Wanelo Backblaze E2C Remote.it Le Tote Anews Klear Bolt Pipedrive PandaDoc FullContact Scentbird Workiz Vinebox Hugo MEL Science Healthy Health eAgronom Rocket Games (Legionfarm) Timbeter Classtag 3S Money Club Hinterview Virtual Mentor (Allright) NovaKid MTL Financial (OutFund) Scalarr Accern Feel 21.11.2011 1,825,596 24.07.2012 21,201,509 15.02.2014 136,781 13.06.2014 3,025,285 21.07.2014 2,749,812 25.08.2014 1,000,000 01.09.2014 155,000 15.09.2014 22,132,548 11.07.2014 2,215,118 11.01.2018 244,506 30.07.2012 10,257,098 1,630,075 13.04.2015 3,340,404 329,903 16.05.2016 06.05.2016 19.01. 2019 06.06.2019 31.08.2018 16.09.2019 05.12. 2019 03.02.2020 07.04.2020 21.09.2020 12.11.2020 13.11.2020 17.11.2020 15.08.2019 21.08.2019 13.08.2020 442,159 450,015 779,000 253,615 288,224 200,000 221,688 - - - - - - - - - - - - - - - - - - - - - - - - - - - - 1,001,250 200,000 620,870 660,197 772,500 500,000 1,322,100 499,999 1,336,600 - - - - - - - - - - - - - - - - - - - - - - - - - - - 1,500,000 1,282,705 341,936 Wanelo Backblaze E2C Remote.it Le Tote Anews Klear Bolt Pipedrive PandaDoc FullContact Scentbird Workiz Vinebox Hugo Healthy Health eAgronom Rocket Games (Legionfarm) Timbeter Classtag 3S Money Club Hinterview Virtual Mentor (Allright) NovaKid MTL Financial (OutFund) Scalarr Accern Feel Total MEL Science 25.02.2019 1,999,992 Gain/loss from changes in fair value of equity investments, USD - - 34,802,828 (136,781) - (2,749,812) - - 14,068,979 USD USD - - - - - - - - - 10,836,105 1,825,596 56,004,337 - 3,025,285 - 1,000,000 155,000 36,201,527 29,314,214 (41,201,387) - 1,406,161 - 2,920,647 326,686 - - 663,704 162,122 - - - - - - - - - 756,564 - 356,976 - - - - - - - - - - - - - - - - - - - - 3,621,279 244,506 6,590,954 768,845 450,015 1,780,250 2,663,696 415,737 288,224 200,000 221,688 200,000 620,870 660,197 772,500 500,000 1,322,100 2,756,563 1,282,705 2,035,512 83,754,455 8,873,494 3,124,641 81,892,288 (41,201,387) 136,443,491 16.67% 4.69% 10,85% 1.64% 0.69% 9.41% 3.04% 1.48% - 1.55% 0.19% 4.43% 2.32% 2.42% 3.55% 3,64% 2.17% 2.13% 1.96% 4.64% 1.18% 4.83% 6.47% 3.01% 1.65% 5.71% 7.66% 5.12% 9.07% T M T I n v e s t m e n t s A n n u a l R e p o r t a n d A c c o u n t s 2 0 2 0 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 89 (ii) Convertible loan notes as at 31 December 2020: Investee company Date of initial investment Value at 1 Jan 2020, Sharethis 26/03/2013 USD 570,030 KitApps (Attendify) 10/07/2013 600,000 21.08.2019 1,282,705 18.09.2019 1,000,000 Additions To Convertible Note Investments During The Period USD Investee company Conversions Gain/loss from Value at Term, years Interest rate, changes in fair 31 Dec 2020 % value of equity investments USD USD USD - - - - 13.08.2020 08.12.2020 - - 341,936 181,665 3,452,735 523,601 (1,624,641) 401,968 2,753,663 Accern Affise Feel Postoplan Total (iii) SAFEs as at 31 December 2020: Investee company Date of initial investment Value at 1 Jan 2020 Additions to convertible note investments during the period, Spin Cheetah (Go-X) Scallar Retarget Rocket Games (Legionfarm) Classtag Moeco Volumetric StudyFree Total N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 90 17.12.2018 29.07.2019 15.08.2019 24.09.2019 USD 300,000 350,000 1,500,000 650,000 17.09.2019 1,200,000 03.02.2020 08.07.2020 24.07.2020 08.12.2020 - - - - USD - - - 700,000 - 200,000 1,000,000 206,000 1,000,000 Spin Scallar Retarget Rocket Games (Legionfarm) Classtag Moeco Volumetric StudyFree - - - - - - - 4,000,000 3,106,000 (1,500,000) - - - - - - - - - - Accern (1,282,705) Sharethis KitApps (Attendify) Affise Feel Postoplan - - - - (341,936) 570,030 600,000 - - - - - - - 401,968 1,401,968 5.00% 181,665 1.0 2.00% Investee company Conversions Gain/loss from changes Disposals Value at 31 Dec in fair value of SAFE investments USD USD USD Cheetah (Go-X) (1,500,000) 5.0 1.0 - - - - - - - - - - - - - 1.09% 2.00% - - 2020 USD 300,000 350,000 - 1,350,000 1,200,000 200,000 1,000,000 206,000 1,000,000 5,606,000 (341,936) Affise Feel - 401,968 1,401,968 5.0 1.0 - - - 1.09% 2.00% - 5.00% - (ii) Convertible loan notes as at 31 December 2020: (ii) Convertible loan notes as at 31 December 2020: Investee company Conversions Gain/loss from changes in fair value of equity investments Value at 31 Dec 2020 Term, years Interest rate, % USD USD USD Sharethis 26/03/2013 KitApps (Attendify) 10/07/2013 600,000 Sharethis KitApps (Attendify) - - 21.08.2019 1,282,705 Accern (1,282,705) - - - 570,030 600,000 - Investee company Date of initial Value at 1 Jan 2020, investment Additions To Convertible Note Investments During The Period USD USD 570,030 - - - - - - - - note investments during the period, USD 700,000 200,000 1,000,000 206,000 1,000,000 18.09.2019 1,000,000 13.08.2020 08.12.2020 341,936 181,665 - - - - - - USD 300,000 350,000 1,500,000 650,000 17.12.2018 29.07.2019 15.08.2019 24.09.2019 03.02.2020 08.07.2020 24.07.2020 08.12.2020 17.09.2019 1,200,000 Accern Affise Feel Postoplan Total Spin Cheetah (Go-X) Scallar Retarget Rocket Games (Legionfarm) Classtag Moeco Volumetric StudyFree Total 3,452,735 523,601 (1,624,641) 401,968 2,753,663 (iii) SAFEs as at 31 December 2020: (iii) SAFEs as at 31 December 2020: Investee company Value at 1 Jan 2020 Additions to convertible Investee company Date of initial investment Conversions Gain/loss from changes in fair value of SAFE investments Disposals Value at 31 Dec 2020 Spin USD - Cheetah (Go-X) (1,500,000) Scallar Retarget Rocket Games (Legionfarm) Classtag Moeco Volumetric StudyFree - - - - - - 4,000,000 3,106,000 (1,500,000) USD USD - - - - - - - - - - - - - - - - - - - - USD 300,000 350,000 - 1,350,000 1,200,000 200,000 1,000,000 206,000 1,000,000 5,606,000 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 91 181,665 1.0 2.00% Postoplan - - - - TMT Investments Annual Report and Accounts 2020 11. Trade and Other Receivables Prepayments Other receivables Interest receivable on promissory notes Interest receivable on deposits At 31 December 2020 At 31 December 2019 USD 26,631 272,779 188,428 - 487,838 USD 264,361 326,648 105,548 15,400 711,957 The fair values of trade and other receivables approximate to their carrying amounts as presented above. During 2020 and 2019 no balances were past due or impaired, and no credit losses had been expected. 12. Cash and Cash Equivalents The cash and cash equivalents as at 31 December 2020 include cash on hand and in banks. Cash and cash equivalents comprise the following: Deposits Bank balances At 31/12/2020 At 31/12/2019 USD - 39,004,288 39,004,288 USD 6,500,000 5,200,074 11,700,074 The following table represents an analysis of cash and equivalents by rating agency designation based on Standard and Poor’s rating or their equivalent: At 31/12/2020 At 31/12/2019 USD USD 39,004,288 39,004,288 - - 39,004,288 5,200,074 5,200,074 6,500,000 6,500,000 11,700,074 Bank balances BBB+ rating Deposits BBB+ rating Total N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 92 13. Trade and Other Payables Salaries payable Directors’ fees payable Bonuses payable Trade payables Other current liabilities Accruals At 31/12/2020 At 31/12/2019 USD 40,000 22,954 6,257,560 27,491 - 24,568 6,372,573 USD - 15,732 748,626 11,912 9 28,912 805,191 The fair values of trade and other payables approximate to their carrying amounts as presented above. 14. Share Capital On 31 December 2020 the Company had an authorised share capital of unlimited ordinary shares of no par value and had issued ordinary share capital of: At 31/12/2020 At 31/12/2019 USD USD Share capital 34,790,174 34,790,174 Issued capital comprises: Fully paid ordinary shares Number Number 29,185,831 29,185,831 Number of shares Number of shares Balance at 31 December 2019 29,185,831 29,185,831 Issue of ordinary shares - - Balance at 31 December 2020 29,185,831 29,185,831 There have been no changes to the Company’s ordinary share capital between the year-end date and the date of approval of these financial statements. N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 93 TMT Investments Annual Report and Accounts 2020 15. Capital Management The capital structure of the Company consists of equity share capital, reserves, and retained earnings. The Board’s policy is to maintain a strong capital base so as to maintain investor and market confidence and to enable the successful future development of the business. The Company is not subject to externally imposed capital requirements. No changes were made to the objectives, policies and process for managing capital during the year. 16. Financial Risk Management and Financial Instruments The Company has identified the following risks arising from its activities and has established policies and procedures to manage these risks. The Company’s principal financial assets are cash and cash equivalents, investments in equity shares, and convertible notes receivable. As at 31 December 2020 the largest exposure to credit risk related to cash and cash equivalents (US$39,004,288). The exposure risk is reduced because the counterparties are banks with high credit ratings (“BBB+” Liquidity banks) assigned by international credit rating agencies. The Directors intend to continue to spread the risk by holding the Company’s cash reserves in more than one financial institution. (i) Exposure to credit risk The carrying amount of the following assets represents the maximum credit exposure. The maximum exposure to credit risk as at 31 December is as follows: At 31/12/2020 USD At 31/12/2019 USD Convertible notes receivable & SAFEs 8,359,663 5,970,030 Trade and other receivables 487,838 711,957 Cash and cash equivalents 39,004,288 11,700,074 47,851,789 18,382,061 The Company’s financial assets are classified as financial assets at FVPL. The measurement of the Company’s investments in equity shares and convertible notes and SAFEs is largely dependent on the underlying trading performance of the investee companies, but the valuation and other items in the financial statements can also be affected by the interest rate and fluctuations in the exchange rate. COVID-19 and related market volatility, whilst not directly affecting the Company’s operations and liquidity position, may impact the underlying performance and therefore future fair market values of the Company’s investee companies. A 10% increase in company valuations would impact the value of the investment portfolio and unrealised gains by US$14.45 million. CREDIT RISK MARKET RISK N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 94 INTEREST RATE RISK Changes in interest rates impact primarily cash and cash equivalents by changing either their fair value (fixed rate deposits) or their future cash flows (variable rate deposits). Management does not have a formal policy of determining how much of the Company’s exposure should be to fixed or variable rates. As of 31 December 2020 the Company was not exposed to the interest rate risk as it did not have any interest bearing bank deposit balances. FOREIGN CURRENCY RISK MANAGEMENT The Company is exposed to foreign currency risks on investments and salary and director remuneration payments that are denominated in a currency other than the functional currency of the Company. The currency giving rise to this risk is primarily GBP and EUR. The exposure to foreign currency risk as at 31 December 2020 was as follows: For the year ended 31/12/2020 For the year ended 31/12/2020 For the year ended 31/12/2019 For the year ended 31/12/2019 GBP EUR GBP EUR Current assets Cash and cash equivalents 94,26 7,987 484,295 8,705 Current liabilities Trade and other payables (4,309) - (291,853) Net (short) long position Net exposure currency 89,951 65,903 7,987 192,442 6,506 146,757 - 8,705 7,771 Net exposure currency (assuming a 10% movement in exchange rates) Impact on exchange movements in the statement of comprehensive income 80,956 7,188 173,198 7,834 8,995 799 19,244 870 FOREIGN CURRENCY RISK MANAGEMENT CONTINUED The foreign exchange rates of the USD at 31 December were as follows: Currency 31/12/2020 31/12/2019 British pounds, £ 1.3649 Euro, € 1.2276 1.3113 1.1202 This analysis assumes that all other variables, in particular interest rates, remain constant. N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 95 TMT Investments Annual Report and Accounts 2020 FAIR VALUE AND LIQUIDITY RISK MANAGEMENT The Company’s approach to managing liquidity is to ensure that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company. The Company has low liquidity risk due to maintaining adequate banking facilities, by continuously monitoring actual cash flows and by matching the maturity profiles of financial assets and current liabilities. As at 31 December 2020, the cash and equivalents of the Company were US$39,004,288. The following are the maturities of current liabilities as at 31 December 2020: Salaries Directors’ fees payable Bonuses payable Trade payables Accruals Carrying Amount Within One year USD 40,000 22,954 USD 40,000 22,954 6,257,560 6,257,560 27,491 24,568 27,491 24,568 6,372,573 6,372,573 2-5 years 5+ years USD USD - - - - - - - - - - - - The following table analyses the fair values of financial instruments measured at fair value by the level in the fair value hierarchy as at 31 December 2020: Level 1 USD Level 2 Level 3 USD USD Total USD Financial assets Financial assets at FVPL - 82,207,863 62,595,291 144,803,154 82,207,863 62,595,291 144,803,154 17. Related Party Transactions Since May 2012 until 31 December 2020, TMT’s Moscow-based staff were located in an office that belongs to a company (“Orgtekhnika”) controlled by Mr. Alexander Morgulchik and Mr. German Kaplun, the Company’s senior managers. Alexander Morgulchik and German Kaplun also have a beneficial interest over 10.52% and 27.01% respectively of the issued share capital of TMT. Thus, Orgtekhnika is considered a related party. Together with other related expenses (support personnel, company car, security services, etc.), the total office rent costs to TMT from 1 April 2017 was US$7,883 per month. The lease was short-term (less than one year) in N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 96 RELATED PARTY TRANSACTIONS CONTINUED nature and so was recognised directly in expenses. With TMT’s directors, employees and advisers increasingly working remotely from various international locations, the Company has not renewed (and does not intend to renew) its agreement with Orgtekhnika beyond 31 December 2020. The Company’s Directors receive fees and bonuses from the Company, details of which can be found in Note 6. 18. Subsequent Events In January 2021, the Company invested an additional £135,825 (via acquisition of existing shares) in 3S Money, a UK-based online banking service focusing on international trade (www.3s.money). In January 2021, the Company invested an additional US$228,933 (via acquisition of existing shares) in Workiz, a SaaS solution for the service field industry (www.workiz.com). In February 2021, the Company invested an additional US$2,000,000 in Affise, a performance marketing SaaS solution (https://affise.com/en/). In February 2021, the Company invested an additional £399,997 in HealthyHealth, an insurtech and healthtech company (www.healthyhealth. com). In March 2021, the Company invested US$1,000,000 in 3DLook Inc., a body scanning and measuring technology solution for the online retail industry (www.3dlook.me). These events after the reporting period are not reflected in the NAV and/or the financial statements as at 31 December 2020. 19. Control The Company is not controlled by any one party. Details of significant shareholders are shown in the Directors’ Report. N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 97 TMT Investments Annual Report and Accounts 2020 Directors and Professional Advisers DIRECTORS Yuri Mostovoy Non-executive Chairman Petr Lanin Independent Non-executive Director Alexander Selegenev Executive Director James Joseph Mullins Independent Non-executive Director SECRETARY Computershare Company Secretarial Services (Jersey) Limited REGISTERED OFFICE 13 Castle Street, St Helier, Jersey, JE1 1ES 13 Castle Street, St Helier, Jersey, JE1 1ES COMPANY REGISTRATION NUMBER 106628 (Jersey) NOMINATED ADVISER JOINT BROKER Cenkos Securities Plc 6-8 Tokenhouse Yard, London EC2R 7AS JOINT BROKER Hybridan LLP 20 Ironmonger Lane London, EC2V 8EP REGISTRAR Computershare Investor Services (Jersey) Limited 13 Castle Street, St Helier, Jersey, JE1 1ES Strand Hanson Limited 26 Mount Row, Mayfair London, W1K 3SQ PUBLIC RELATIONS ADVISER Kinlan Communications 2-4 Exmoor Street London, W10 6BD AUDITORS UHY Hacker Young LLP Quadrant House 4 Thomas More Square London, E1W 1YW COMPANY WEBSITE www.tmtinvestments.com I D R E C T O R S A N D P R O F E S S O N A L I A D V I S E R S 98 Registered office: 13 Castle Street, St Helier, Jersey, JE1 1ES Tel. +44 1534 281 800 Fax. +44 08451 258 623 

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