Admission Document - BrainJuicer

4. Articles of Association
The Articles, which will be adopted as soon as reasonably practicable prior to Admission will contain,
inter alia, provisions to the following effect:
(a)
General Meetings and votes of members
(i)
General meetings
The board of directors shall convene and the Company shall hold general meetings as annual
general meetings in accordance with the requirements of the Statutes at such time and place as
the board of directors may determine. Any general meeting of the Company other than an
annual general meeting shall be called an extraordinary general meeting.
(ii)
(iii)
(iv)
(v)
Calling of general meetings
The board of directors may whenever it thinks fit, and shall on requisition in accordance with
the Statutes, proceed with proper expedition to convene an extraordinary general meeting.
Notice of general meetings
An annual general meeting and an extraordinary general meeting at which it is proposed to pass
a special resolution or (save as provided by the Statutes) a resolution of which special notice
has been given to the Company, shall be called by not fewer than twenty-one days’ notice in
writing and any other extraordinary general meeting by not fewer than fourteen days’ notice in
writing. The notice shall be given to the members (other than any who, under the provisions of
the Articles or of any restrictions imposed on any shares, are not entitled to receive notice from
the Company), to the directors and to the auditors. The board of directors may determine that
persons entitled to receive notice of meetings are those persons entered on the register of
members at the close of business on a day determined by the board of directors, but if the
Company is a participating issuer, the day determined by the board of directors may not be
more than 21 days before the date upon which the relevant notice is being sent.
Proxy
Shareholders need not attend a meeting of the Company in person but can do so by way of a
validly appointed proxy. Proxies are appointed in accordance with the Articles. In essence, to
be validly appointed, details of the proxy must be lodged at the Company’s registered office no
later than 48 hours before the commencement of the relevant meeting. Failure to lodge details
of the appointed proxy in accordance with the Articles could result in the vote of the proxy
being excluded on any resolution and possibly to the exclusion of the proxy from the meeting
unless the proxy were also a Shareholder.
Corporations acting by representatives
If a Shareholder is a corporation, whether or not a company, it can pass a resolution of its
directors or other governing body to authorise such person as it thinks fit to act as its
representative at any meeting of the Company or class of meeting of Shareholders.
(b)
Votes of members
(i)
Subject to the provisions of the Act and to any special rights or restrictions as to voting attached
to any shares or class of shares or otherwise provided by the Articles, on a show of hands every
member who is present in person shall have one vote and on a poll every member who is
present in person or by proxy shall have one vote for every share of which he is the holder.
Restriction on rights of members where calls outstanding
(ii)
Unless the board of directors otherwise determines, no member shall be entitled to receive any
dividend or to be present and vote at a general meeting or at any separate general meeting of
the holders of any class of shares either personally or by proxy, or to be reckoned in a quorum,
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