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FORESIGHT VCT PLC FORESIGHT 2 VCT PLC ... - Foresight Group

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PART V<br />

<strong>FORESIGHT</strong> 1 ADDITIONAL INFORMATION<br />

1. Share Capital<br />

1.1 As at 5 September 2011 (this being the latest practicable date prior to the publication of this<br />

document), the issued share capital of <strong>Foresight</strong> 1 was as follows:<br />

Issued and fully paid<br />

Number of shares £<br />

<strong>Foresight</strong> 1 Ordinary Shares (1p each) 28,694,271 286,942.71<br />

<strong>Foresight</strong> 1 Planned Exit Shares (1p each) 6,179,833 61,798.33<br />

1.2 Save as set out in paragraph 4, as at 5 September 2011 (this being the latest practicable date prior<br />

to the publication of this document), no share or loan capital of <strong>Foresight</strong> 1 was under option or had<br />

been agreed, conditionally or unconditionally, to be put under option, nor did <strong>Foresight</strong> 1 hold any<br />

share capital in treasury.<br />

2. <strong>Foresight</strong> 1 Directors and their Interests<br />

2.1 The names and business addresses of the <strong>Foresight</strong> 1 Directors, all of whom are non-executive,<br />

are as follows:<br />

. John Howard Gregory (Chairman)<br />

. Peter Frederick Dicks<br />

. Gordon James Humphries<br />

all of ECA Court, 24-26 South Park, Sevenoaks, Kent TN13 1DU (the registered office of<br />

<strong>Foresight</strong> 1).<br />

2.2 As at 5 September 2011 (this being the latest practicable date prior to publication of this<br />

document), the interests of the <strong>Foresight</strong> 1 Directors (and their immediate families) in the issued<br />

share capital of <strong>Foresight</strong> 1 were as follows:<br />

Director<br />

Ordinary<br />

Shares<br />

Planned Exit<br />

Shares<br />

% of Entire<br />

Issued Share<br />

Capital<br />

John Gregory – – –<br />

Peter Dicks 50,248 – 0.14<br />

Gordon Humphries 3,439 – 0.01<br />

2.3 Peter Dicks was appointed as a <strong>Foresight</strong> 1 Director on 22 August 1997, with Gordon Humphries<br />

being appointed as a <strong>Foresight</strong> 1 Director on 9 March 2007 and John Gregory being appointed as a<br />

<strong>Foresight</strong> 1 Director on 30 July 2010. None of the <strong>Foresight</strong> 1 Directors has a service contract. The<br />

appointments are subject to 12 months’ notice and all <strong>Foresight</strong> 1 Directors are subject to<br />

retirement by rotation. Their appointment does not confer any right to hold office for any period or<br />

any right to compensation if they cease to be directors. From 1 January 2011, the total annual<br />

remuneration receivable by John Gregory as Chairman of <strong>Foresight</strong> 1 is £25,000 (plus, if<br />

applicable, VAT and employers National Insurance Contributions), while the annual remuneration<br />

receivable by Peter Dicks and Gordon Humphries is £18,500 each (plus, if applicable, VAT and<br />

employers National Insurance Contributions). The office of non-executive director is also not<br />

pensionable. Aggregate <strong>Foresight</strong> 1 Directors’ emoluments for the period ended 31 December<br />

2010 amounted to £70,563 (plus applicable VAT and employers National Insurance Contributions).<br />

Aggregate emoluments for the current year are expected to be £69,863 (including fees paid to<br />

former director Anthony Diment of £7,862.90) (plus applicable VAT and employers National<br />

Insurance Contributions).<br />

2.4 Save for in respect of Peter Dicks, who is a director of a number of <strong>VCT</strong>s managed by <strong>Foresight</strong><br />

<strong>Group</strong> and <strong>Foresight</strong> <strong>Group</strong> CI Limited, there are no potential conflicts of interest between the<br />

duties of any <strong>Foresight</strong> 1 Director and their private interests and/or duties.<br />

2.5 Other than disclosed in this paragraph 2, no <strong>Foresight</strong> 1 Director is or has been interested in any<br />

transaction which is or was unusual in its nature or conditions or significant to the business of<br />

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