Admission Document - BrainJuicer

or to exercise any other right or privilege conferred by membership in respect of a share held
by him in relation to meetings of the Company unless and until he shall have paid all calls or
other sums presently due and payable by him, whether alone or jointly with any other person,
to the Company.
(c)
Transfer of shares
(i)
(ii)
(iii)
Form of transfer
Subject to Article 7.1 and provisions in the Articles regarding uncertificated shares, all
transfers of certificated shares may be effected by transfer in writing in any usual or common
form in any other form acceptable to the board of directors and may be under hand only. The
instrument of transfer shall be signed by or on behalf of the transferor and (except in the case
of fully paid shares) by or on behalf of the transferee. In relation to both certificated and
uncertificated shares, the transferor shall remain the holder or the shares concerned until the
name of the transferee is entered in the register of members in respect of such shares. All
instruments of transfer which are registered may be retained by the Company.
Right to refuse registration
The board of directors may in its absolute discretion and without assigning any reason for its
actions refuse to register any transfer of any certificated share which is not a fully paid share
provided that the board of directors shall not refuse to register any transfer or renunciation of
partly paid shares which are admitted to trading on AIM on the grounds that they are partly
paid shares in circumstances where such refusal would prevent dealings in such shares from
taking place on an open and proper basis.
Other rights to decline registration
The board of directors may decline to recognise any instrument of transfer relating to
certificated shares unless the instrument of transfer:
(A)
(B)
(C)
(D)
is in respect of only one class of share;
is lodged at the registered office of the Company or such other place as the board of
directors may appoint;
is accompanied by the relevant share certificate(s) and such other evidence as the board
of directors may reasonably require to show the right of the transferor to make the
transfer (and, if the instrument of transfer is executed by some other person on his
behalf, the authority of that person so to do);
is duly stamped (if so required); and
in the case of a transfer to joint holders, the number of joint holders does not exceed four.
(d)
Dividends
(i)
(ii)
Final dividends
Subject to the provisions of the Act and of the Articles, the Company may by ordinary
resolution declare dividends to be paid to members according to their respective rights and
interests but no such dividends shall exceed the sum recommended by the board of directors.
Interim dividends
In so far as in the opinion of the board of directors the profits of the Company justify such
payments, the board of directors may declare and pay the fixed dividends on any class of shares
carrying a fixed dividend expressed to be payable on fixed dates on the half-yearly or other
dates prescribed for the payment of such dividends and may also from time to time declare and
pay interim dividends on shares of any class of such sums and on such dates and in respect of
such periods as it thinks fit. Provided the directors act in good faith they shall not incur any
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