There are a number of differences between the corporate structure of the Company and that of a public limited company incorporated in the UK under the Companies Act. While the Directors consider that it is appropriate to retain the majority of the usual features of a U.S. Corporation, they have taken certain actions, where practicable, to meet UK standard practice. However, investors should be aware that the rights of stockholders in the Company may be different from the rights of shareholders in a UK incorporated company.

The corporation law of Delaware establishes a different governance and executive management structure from that of a typical English company. The control and management of the Company is divided between Stockholders, a Board of Directors and officers of the Company. The Board is elected by the Stockholders at a meeting called for that purpose. The Board is entitled to exercise its powers through committees and to appoint officers. Officers have general powers and duties of day-to-day supervision and management of the Company. For example, the functions of ‘‘Managing Director’’ and ‘‘Finance Director’’ in English companies are typically undertaken in a Delaware corporation by the Chief Executive Officer and Chief Financial Officer, respectively (who in these roles are officers, and not directors, of the Company).

The Directors are committed to maintaining high standards of corporate governance. They take account of the requirements of the UK Combined Code on Corporate Governance to the extent they consider it appropriate having regard to the Company’s size, stage of development and resources, and the fact that Planet Payment, Inc. is incorporated in the U.S. rather than the UK. The roles of chairman and chief executive officer in the Company are currently exercised by one person, Philip Beck. The Directors believe that Mr. Beck’s holding of this dual role is in the Company’s best interests, given the current stage of the Company’s development. The Directors will monitor this structure going forward.

The non-executive directors are regarded by the Company as independent non-executive directors for the purposes of the Combined Code. The Company is not currently subject to the rules, regulations and corporate governance requirements imposed upon U.S. public companies in particular under the Sarbanes-Oxley Act of 2002. However, the Directors do take into account U.S. corporate governance best practices.

The Board currently consists of six members, four of whom are non-executive Directors. The Board is divided into three classes. Directors are assigned to each class in accordance with the Company’s Bylaws and resolutions adopted by the Board, with the number of directors in each class to be divided as equally as reasonably possible. At each annual meeting of stockholders, one class of Directors is nominated for re-election, while the other classes are not. With respect to the class up for re-election, Directors are then elected for a new three-year term. This structure is intended to provide greater stability on the Board, as it staggers the turnover of the Board over three years.

The Directors hold regular board meetings. The Directors are responsible for formulating, reviewing and approving the Company’s strategy, budget and major capital expenditures. The Directors have established an audit committee, a remuneration committee and a nomination committee with formally delegated rules and responsibilities. For further information on the Board Committees see Committees.

In recognition of the particular circumstances of time and travel commitments of the non-executive Directors and to attract such non-executive Directors, the Company has agreed to provide annual cash remuneration to non-executive directors, together with additional incentivisation by awards of share options. In doing so, the Company has taken into account the remuneration packages typically put in place for non-executive directors in the U.S. (which often include such awards) and the UK, and the benefits of aligning the non-executive Directors’ interests with those of Stockholders in the Company.

The Directors comply with Rule 21 of the AIM Rules, relating to dealings by directors of the Company, and will take all reasonable steps to ensure compliance by the Company’s applicable employees. The Company has adopted a share dealing code for its Directors, officers and employees to facilitate compliance with this rule.

Remuneration Committee

The Remuneration Committee of the Board meets regularly and at least twice per year. In accordance with its terms of reference, the Remuneration Committee reviews the scale and structure of the remuneration and benefits packages of the executive Directors and other executive officers, including share options. The Remuneration Committee also either approves all grants of share options to employees and consultants, or make recommendations to the Board with respect to such grants. The remuneration and terms and conditions of appointment of the non-executive Directors are determined by the entire Board of Directors. Remuneration Committee Terms of Reference.

Remuneration Committee Membership: Cameron R.M. McColl, Jon Kaiden and Lady Judge

Nomination Committee

The Nomination Committee identifies and nominates candidates for election to the Board of Directors, oversees evaluation of the Board of Directors, and handles various corporate governance matters. The Nomination Committee meets regularly and at least twice per year. Nomination Committee Terms of Reference

Nomination Committee Membership: Philip D. Beck and Cameron R.M. McColl

Audit Committee

The Audit Committee meets regularly and at least four times per year. In accordance with its terms of reference, the committee will review, act on and report to the Board of Directors with respect to various auditing and accounting matters, including the selection of Planet Payment’s auditors, the scope of the annual audits, fees to be paid to Planet Payment’s auditors, the performance and independence of Planet Payment’s auditors and the accounting practices of Planet Payment and Planet Payment’s financial statements. It also receives and considers reports from management on those matters. Audit Committee Terms of Reference

Audit Committee Membership: Cameron R.M. McColl and Jon Kaiden