Admission Document - BrainJuicer

Date of Grant
of option over
Number of
shares in
Ordinary Shares
Name BrainJuicer UK in the Company Exercise price £
R Barlow-Brown 28/02/2006 3,011 0.6227887884
O Wood 11/07/2005 18,064 0.6227887884
J Boden 28/02/2006 3,011 0.6227887884
N Bredenkamp 28/02/2006 3,011 0.6227887884
C Couldridge 28/02/2006 3,011 0.6227887884
B Hilland 28/02/2006 3,011 0.6227887884
S Suter 28/02/2006 3,011 0.6227887884
R Farlie 27/09/2006 3,011 0.6227887884
J Lim 27/09/2006 3,011 0.6227887884
Jonathan Rimmer 27/09/2006 42,149 0.6227887884
N Holland 27/09/2006 3,011 0.6227887884
E Grespan 27/09/2006 3,011 0.6227887884
S Colburn 27/09/2006 3,011 0.6227887884
Julius Ladwig 01/04/2004 30,107 0.1141779445
Evert Bos 27/12/2004 42,149 0.6227887884
Jaap Moll 27/12/2004 24,085 0.6227887884
Veronique Blom 27/09/2006 3,011 0.6227887884
Following Admission all options, to the extent vested, will become exercisable. Options vest as to one
third on 1 January following the date on which options over Shares in BrainJuicer UK were granted,
the second third on the following 1 January and the final third on the 1 January next thereafter. There
are a few minor exceptions to this vesting which are described in paragraph 6.6(a) of this Part VII.
2.9 The Company has applied to CRESTCo, for the Ordinary Shares to be admitted to CREST with effect
from Admission. Accordingly, settlement of transactions in the Ordinary Shares following Admission
may take place within the CREST system, if the relevant shareholders so wish.
CREST is a paperless settlement procedure enabling securities to be evidenced otherwise than by
certificate and transferred otherwise than by written instruments. The Articles permit the holding and
transfer of Ordinary Shares in CREST.
CREST is a voluntary system and holders of Ordinary Shares who wish to receive and retain share
certificates will be able to do so. Persons acquiring Ordinary Shares under the Placing may, however,
elect to receive Ordinary Shares in uncertificated form if, but only if, that person is a “system
member” (as defined in the CREST Regulations) in relation to CREST.
Holders of Existing Ordinary Shares will receive new share certificates in respect of the number of
Ordinary Shares held by them on Admission. If Existing Shareholders wish to hold their Ordinary
Shares in CREST they will need to follow the requisite CREST procedure for the dematerialisation
of their shareholding.
It is anticipated that, where appropriate, share certificates will be despatched by 19 December 2006.
Temporary documents of title will not be issued. Prior to despatch of definitive share certificates
transfers will be certified against the register.
3. Memorandum of Association
The Memorandum of Association of the Company provides that the Company may act as the holding
and co-ordinating company of the Group of which the Company is for the time being the holding
company. The objects of the Company are set out in full in clause 4 of the Memorandum of
Association of the Company.
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