Admission Document - BrainJuicer

any) nor shall his title to the share be affected by any irregularity or invalidity in the
proceedings relating to the forfeiture, surrender, sale, re-allotment or other disposal of the
share.
The forfeiture of a share shall extinguish at the time of forfeiture all interest in and claims and
demands against the Company in respect of the share and all other rights and liabilities
incidental to the share as between the holder whose share is forfeited and the Company, except
only such of those rights and liabilities as are by the Articles expressly saved, or as are by the
Act given or imposed in the case of past members.
(h)
Directors
Subject as provided in the Articles the directors shall not be fewer than two nor more than ten in
number. The Company may by ordinary resolution from time to time vary the minimum number
and/or maximum number of directors.
(i)
(ii)
(iii)
(iv)
(v)
(vi)
Share qualification
A director shall not be required to hold any shares of the Company by way of qualification. A
director who is not a member of the Company shall nevertheless be entitled to attend and speak
at shareholders’ meetings.
Directors’ fees
The ordinary remuneration of the directors from time to time be determined by the Board
except that such remuneration shall not exceed £750,000 per annum in aggregate or such higher
sum as may from time to time be determined by ordinary resolution of the Company and shall
(unless such resolution otherwise provides) be divisible among the directors as the board of
directors may agree, or, failing agreement, equally, except that any director who shall hold
office for part only of the period in respect of which such remuneration is payable shall be
entitled only to rank in such division for a proportion of remuneration related to the period
during which he has held office.
Other remuneration of directors
Any director who holds any executive office (including for this purpose the office of chairman
or deputy chairman whether or not such office is held in an executive capacity), or who serves
on any committee of the board of directors, or who otherwise performs services which in the
opinion of the board of directors are outside the scope of the ordinary duties of a director, may
be paid such extra remuneration by way of salary, commission or otherwise or may receive
such other benefits as the board of directors may determine.
Directors’ expenses
The board of directors may repay to any director all such reasonable expenses as he may
properly incur in attending and returning from meetings of the board of directors or of any
committee of the board of directors or shareholders’ meetings or otherwise in connection with
the performance of his duties as a director of the Company.
Directors’ pensions and other benefits
The board of directors shall have power to pay and agree to pay gratuities, pensions or other
retirement, superannuation, death or disability benefits to (or to any person in respect of) any
director or ex-director and for the purpose of providing any such gratuities, pensions or other
benefits to contribute to any scheme or fund or to pay premiums.
Directors’ interests in contracts
A director may be party to or in any way interested in any contract or arrangement or
transaction to which the Company is a party or in which the Company is in any way interested
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