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Admission Document - BrainJuicer

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Pre-emption rights that apply on the allotment and issue of new Ordinary Shares are those set out in<br />

sections 89 to 95 (inclusive) of the Act.<br />

5. Directors’ and Other Interests<br />

5.1 Directors’ and other significant interests in the Company’s share capital<br />

(a)<br />

The interests (all of which are beneficial unless otherwise stated) of the Directors and persons<br />

connected with them (within the meaning of section 346 of the Act) in the issued share capital of the<br />

Company which (i) have been notified by each Director to the Company pursuant to section 324 or<br />

section 328 of the Act, or (ii) which are required to be entered in the register maintained under section<br />

325 of the Act, or (iii) are interests of a connected person of a Director which would, if the connected<br />

person were a Director of the Company, be required to be disclosed under paragraphs (i) or (ii) above<br />

and the existence of which is known to or could, with reasonable diligence, be ascertained by that<br />

Director, (a) as at the date of this document and (b) as they will be immediately following <strong>Admission</strong>,<br />

are as follows:<br />

Immediately<br />

At the date of this document<br />

following <strong>Admission</strong><br />

Percentage<br />

Percentage<br />

holding<br />

holding<br />

of issued<br />

of issued<br />

Directors Number share capital Number share capital<br />

John Kearon 5,660,187 50.7% 5,660,187 45.1%<br />

James Geddes 144,515 1.3% 144,515 1.2%<br />

(b)<br />

(c)<br />

(d)<br />

As at the date of this document, the following Directors hold the following options over Ordinary<br />

Shares under their respective option agreements entered into with the Company (summarised in<br />

paragraphs 6.1 to 6.7 of this Part VII):<br />

Date of grant<br />

of options<br />

over shares in Number of Exercise<br />

Director <strong>BrainJuicer</strong> UK Ordinary Shares Price<br />

James Geddes 15 September 2003 228,810 £0.1141779445<br />

Simon Godfrey 21 January 2003 84,298 £0.1141779445<br />

Save as disclosed at paragraphs (a) and (b) above, none of the Directors has any interest in the share<br />

capital of the Company or any of its subsidiaries nor does any person connected with the Directors<br />

(within the meaning of section 346 of the Act) have any such interest, whether beneficial or nonbeneficial.<br />

As at the date of this document so far as the Directors are aware, the only persons who are interested<br />

in more than 3 per cent. of the shares in the Company (other than the Directors) are as follows:<br />

Immediately<br />

At the date of this document<br />

following <strong>Admission</strong><br />

Percentage<br />

Percentage<br />

Number of holding Number holding<br />

Ordinary of issued Ordinary of issued<br />

Shareholder Shares share capital Shares share capital<br />

Michael Carey 361,289 3.2% 361,289 2.9%<br />

Unilever UK Holdings 4,883,643 43.8% 4,883,643 38.9%<br />

(e)<br />

As at the date of this document and as at <strong>Admission</strong>, neither the Directors nor any member of a<br />

Director’s family (which, in relation to this paragraph (e) means a spouse, any child where such is<br />

under the age of 18 years, any trust in which such individuals are trustees or beneficiaries and any<br />

company over which they have control or more than 20 per cent. of its voting or equity rights in<br />

68

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