EDGE_G_4 12-59-34_Layout 1 - The Tax Shelter Report

46 Edge Performance VCT plc
(p)
(q)
(r)
(v) any proposal relating to an arrangement for the benefit of the employees of the Company or any subsidiary
undertaking which does not award to any Director as such any privilege or advantage not generally
awarded to the employees to whom such arrangement relates; or
(vi) the purchase and/or maintenance of any insurance policy for the benefit of directors or for the benefit
of persons including directors.
Where proposals are under consideration concerning the appointment of two or more Directors to offices or
employment with the Company or any company in which the Company is interested the proposals may be
divided and considered in relation to each Director separately and (if not otherwise precluded from voting) each
of the Directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution
except that concerning his own appointment.
Remuneration of Directors
The remuneration of the Directors (other than an executive director or managing director appointed under the
Articles of Association) shall be fixed by the Directors or by any committee appointed by the Directors.
Retirement of Directors
At each annual general meeting of the Company, one third of the Directors shall retire from office. A Director
shall also retire from office at or before the third annual general meeting following the annual general meeting
at which he last retired and was re-elected. A retiring Director shall be eligible for re-election. A Director shall
be capable of being appointed or re-appointed a Director despite having attained the age of 70 or any other
age and shall not be required to retire by reason of his having attained any particular age.
General meetings
Annual general meetings and general meetings at which it is proposed to pass a special resolution shall be
called by not less than 21 clear days’ notice in writing. Any other general meeting shall be called by not less
than 14 clear days’ notice in writing. Shareholders, proxies of shareholders and corporate representatives of
shareholders shall be entitled to attend such meetings.
I:21.2.2
I:16.1
I:21.2.5
4. Directors’ and other interests
(a) The Directors named below are interested in C Shares, D Shares and E Shares at the date of this document,
all of which are beneficially owned:
% of % of % of
issued issued issued
C C Share D D Share E E Share
Shares capital Shares capital Shares capital
Michael Eaton - - - - - -
David Glick 101,500 0.76 21,200 0.11 - -
Robin Miller - - 53,000 0.28 10,500 0.11
Julian Paul 10,000 0.08 10,300 0.05 - -
Frank Presland 10,300 0.08 10,600 0.06 - -
I:14.1
I:17.2
III:9.1
(b)
Save as disclosed in paragraph 4(a) above, no Director has, or will have following the Offer, any interest in the
share capital or loan capital of the Company or any of its subsidiaries nor does any person connected with the
Directors (within the meaning of section 252 of the Companies Act) have any such interests, whether beneficial
or non-beneficial.
I:19