To: Mr Phillip Rhoden Esq Clubfinance Ltd P.O. Box 1036 Hemel ...

(g)
(h)
(i)
appointments are subject to an initial period
expiring immediately following the first
annual general meeting, and (subject to
re-election at the first annual general
meeting) thereafter the appointments may
be terminated on three months’ notice. All
Directors are also subject to retirement by
rotation. Their appointment does not confer
any right to hold office for any period (save
for the initial period) nor any right to
compensation if they cease to be directors.
The total annual remuneration receivable by
Peter Dicks as chairman is £25,000. The
total annual remuneration receivable by
Tom Sooke, as a Director and chairman of
the audit committee is £23,000. Both Peter
and Tom have agreed to waive £5,000 of
their annual fees should the Company raise
less than £15 million pursuant to the Offer
(which would result in them receiving
£20,000 and £18,000, respectively), until the
net assets of the Company are equal to or
greater than £15 million. Steven Harris does
not receive any remuneration from the
Company in respect of his appointment.
The office of non-executive director is not
pensionable. Aggregate Directors’
emoluments for the year ending
31 December 2011, under the
arrangements in force at the date of this
document, is expected to be approximately
£48,000 (plus applicable VAT).
No loan or guarantee has been granted or
provided by the Company to or for the
benefit of any Director.
Steven Harris is a director of the Manager
and Committed Capital (the Manager’s
parent company) and a shareholder in
Committed Capital. As a result, Steven
Harris is interested in the management,
performance incentive and promotion
arrangements set out at paragraphs 5(a)
and 5(b) below. Save as set out in this
paragraph, none of the Directors nor any
members of their respective immediate
families has any private interest which is or
has the potential of being a conflict of
interest in relation to the Company.
Save as set out in paragraphs 3(f) and 3(h),
none of the Directors or any member of
their respective immediate families has or
has had an interest in any transaction or
transactions which are or were unusual in
their nature or conditions or significant to
the business of the Company and which
were effected by the Company since its
(j)
incorporation and remains in any respect
outstanding or unperformed.
The Company will maintain directors’ and
officers’ liability insurance for the benefit of
its Directors.
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