Annual Financial Report

8 April 2016

LMS Capital plc

2015 Annual Report and

Notice of 2016 Annual General Meeting

LMS Capital plc ("LMS Capital" or "the Company") has today published its 2015 Annual Report and Notice of its 2016 Annual General Meeting. These documents are available in the Investor Relations section on the Company's website, www.lmscapital.com. This follows the release on 18 March 2016 of the Company's Preliminary Results Announcement for the year ended 31 December 2015.

In compliance with Rule 9.6.1 of the Listing Rules, the Company has submitted to the UK Listing Authority, via the National Storage Mechanism, copies of the LMS Capital 2015 Annual Report, the Notice of its 2016 Annual General Meeting and a sample of a Form of Proxy for use at that meeting. The LMS Capital 2015 Annual Report will be filed with the Registrar of Companies in due course and copies can be obtained from the Company Secretary, LMS Capital plc, 100 George Street, London W1U 8NU. The Annual General Meeting will be held at 12.00 pm on Thursday 19 May 2016.

The Disclosure and Transparency Rules (DTR 6.3.5(2)) require certain information to be disclosed upon publication of an Annual Report. Accordingly, the following disclosures are made in the Appendices below. References to page numbers and notes to the accounts made in these Appendices refer to page numbers and notes to the accounts in the Company’s 2015 Annual Report.

For further information, please contact:

LMS Capital plc                                                                                                 020 7935 3555

Nick Friedlos, Director

Tony Sweet, Chief Financial Officer

About LMS Capital plc

LMS Capital is an investment company which, following a general meeting on 30 November 2011, is undertaking a realisation strategy with the aim of achieving a balance between an efficient return of cash to shareholders and optimising the value of the Company's investments. Its investment portfolio consists of small to medium sized companies across a range of sectors.

Appendix A - Statement of Directors' responsibilities

The 2015 Annual Report includes on page 37 a responsibility statement dated 18 March 2016, the date of approval of the 2015 Annual Report, and signed for and on behalf of the Board by Nicholas Friedlos and Antony Sweet. The following is extracted from that statement:

We confirm that to the best of our knowledge:

·    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 undertakings included in the consolidation taken as a whole;

·    the Annual Report and financial statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy; and

·    the Strategic report includes a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

Appendix B - Related party transactions

The following is extracted in a full and unedited form from note 19 on page 70 of the Company's Annual Report:

With effect from January 2011 the Company entered into a lease agreement with Derwent London plc in respect of the premises comprising its head office and registered office. Under the terms of the lease the Company pays an annual rent of £289,000 to Derwent London plc plus certain service charges. Robert Rayne is Chairman of Derwent London plc.

Under an arrangement with SQP Limited the Company pays fees of £60,000 per annum for the provision of services by Robert Rayne.

Compensation arrangements for Directors and key management are set out in the Remuneration Committee report on pages 24 to 27.

In connection with the tender offer in May 2014, the Company received an irrevocable undertaking from Withers Trust Corporation Limited (the “Undertaking”). The purpose of the Undertaking was a contingency measure to ensure that members of the extended Rayne family and associated trusts (the “Concert Party”) would in aggregate tender sufficient shares so that the Concert Party’s percentage interest in the ordinary shares of the Company would not increase as a consequence of the tender offer and consequently avoid any requirement under the City Code on Takeovers and Mergers  for the Concert Party to make an offer for all the issued shares of the Company which they did not own.

The Undertaking was classified as a related party transaction under the Listing Rules and was therefore subject to approval by non-Concert Party shareholders at the general meeting to approve the May 2014 tender offer – which approval was duly given. For the purposes of this classification the deemed value of the consideration for the Undertaking was £8.4 million. The results of the tender offer in May 2014 required 45,764 extra shares to be tendered under the terms of the Undertaking.

No fee was payable by the Company in connection with the Undertaking.

There was no such undertaking in connection with the tender offer in November 2015.