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Corporate Governance

DeClout Limited ("DeClout" or the "Company", and together with its subsidiaries, the "Group") considers good corporate governance to be the hallmark of a well-managed organisation. For the avoidance of doubt, the Group (as referred to in this report) does not include Procurri Corporation Limited ("Procurri"), the Company's 46.83%-owned portfolio company, and its subsidiaries, as Procurri does not fall within the definition of the Company's "subsidiary" (as defined under Section 5 of the Companies Act (Cap. 50)). For more information on Procurri, please refer to its annual report for the financial year ended 31 December 2017.

The board of directors of the Company (the "Board" or the "Directors") and the Company's management (the "Management") are committed to maintaining a high standard of corporate governance within the Group and adopt practices based on the Code of Corporate Governance 2012 (the "Code"). The Board has adopted the Code where appropriate so as to strengthen corporate governance practice and foster greater corporate disclosure.

The Company recognises the importance of good governance for continued growth and investors' confidence. In line with the commitment by the Company to maintaining high standards of corporate governance, the Company will continually review its corporate governance processes to strive to fully comply with the Code. The Board confirms that for the financial year ended 31 December 2017 ("FY2017"), the Company has generally adhered to the principles and guidelines set out in the Code, and where there are deviations from the Code, appropriate explanations are provided.

The Board is pleased to report compliance of the Company with the Listing Manual Section B: Rules of Catalist (the "Catalist Rules") of the Singapore Exchange Securities Trading Limited (the "SGX-ST") where applicable except where otherwise stated.

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