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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
Edge Performance VCT plc 47 (c) Each of the Directors has a letter of appointment dated 18 January 2006 from the Company. The current fees, term and notice periods of the Directors are as follows: Director Fees per annum Initial Term Notice period Other Robin Miller £15,000 3 years 6 months Robin Miller’s services are provided by from 18 Robin Miller Consultants Limited and he is January entitled to a performance-related bonus 2006 (see note below) Michael Eaton £12,500 Rolling 6 months Michael Eaton’s services are provided by MusicLore Limited Julian Paul £12,500 Rolling 6 months Julian Paul’s services are provided by Julian Paul & Co. Frank Presland £12,500 Rolling 6 months - David Glick £12,500 3 years 6 months David Glick’s services are provided by Edge from 18 Media Services Limited January 2006 The total fees paid by the Company to or in respect of individual Directors (including any benefits in kind and performance fees but excluding any national insurance contributions and Value Added Tax) for the financial period ended 28 February 2010 was: Robin Miller £22,841* Michael Eaton £12,500 Julian Paul £16,250** Frank Presland £12,500 David Glick £12,500 Total £76,591 I:15.1 Note: * Under his letter of appointment, Robin Miller is entitled to receive a performance fee equal to 1% of cumulative cash (prior to calculation of his and the Manager’s performance fees) returned to C Shareholders, D Shareholders, E Shareholders, F Shareholders and G Shareholders by the Company in excess of 100p per C Share, D Share, E, Share, F Share and G Share respectively. **The Company has entered into a consultancy agreement with Julian Paul & Co. dated 29 June 2009. Under this agreement, Julian Paul & Co. (which is wholly owned by Julian Paul) has agreed to provide consultancy services to the Company in respect of the appraisal of investment proposals and other advice with effect from 1 May 2009. The consideration payable to Julian Paul & Co. is £5,000 per annum plus VAT, and the agreement may be terminated by either party on six months’ notice, and by the Company upon the occurence of certain default events. I:15.2 I:19 (d) No pension, retirement or similar benefits are, to date, payable to the Directors. None of the Directors has any service agreement with the Company. Other than the Company, the Directors have held the following directorships and/or been a partner in the following partnerships within the five years prior to the date of this document: Current Michael Eaton Edge Music Limited James & Hodder (Holdings) Limited Bushbranch Incorporated Pegasus Wireless Corporation Bushbranch Limited Prebendal Holdings Limited Chelsea Arts Club Limited Prebendal Properties Long Crendon Limited Cordings Holdings plc Prebendal Properties Surbiton Limited Crossroads Inc. STDB Travel Limited Crossroads Concert LLC The Writing Room Limited Drumlin Incorporated E.C. Productions Limited Duck Records Limited E.C. Music Limited Edge Legal Limited Funtastic UK Limited Marshbrook Limited MusicLore Limited Past I:16.2
Page 3 and 4: Edge Performance VCT plc 1 This doc
Page 5 and 6: Edge Performance VCT plc 3 SUMMARY
Page 7 and 8: Edge Performance VCT plc 5 • Non-
Page 9 and 10: Edge Performance VCT plc 7 Key risk
Page 11 and 12: Edge Performance VCT plc 9 • Alth
Page 13 and 14: Edge Performance VCT plc 11 • Ear
Page 15 and 16: 13 Edge Performance VCT plc fastest
Page 17 and 18: Edge Performance VCT plc 15 Newest
Page 19 and 20: Edge Performance VCT plc 17 Scaleab
Page 21 and 22: Edge Performance VCT plc 19 Michael
Page 23 and 24: Edge Performance VCT plc 21 The Man
Page 25 and 26: Edge Performance VCT plc 23 The act
Page 27 and 28: Edge Performance VCT plc 25 Global
Page 29 and 30: Edge Performance VCT plc 27 Granon
Page 31 and 32: Edge Performance VCT plc 29 To the
Page 33 and 34: Edge Performance VCT plc 31 PART 3:
Page 35 and 36: Edge Performance VCT plc 33 Normall
Page 37 and 38: Edge Performance VCT plc 35 (C) Aud
Page 39 and 40: Edge Performance VCT plc 37 D Share
Page 41 and 42: Edge Performance VCT plc 39 F Share
Page 43 and 44: Edge Performance VCT plc 41 (d) (e)
Page 47: Edge Performance VCT plc 45 (l) (m)
Page 51 and 52: Edge Performance VCT plc 49 Current
Page 53 and 54: Edge Performance VCT plc 51 (b) (c)
Page 57 and 58: Edge Performance VCT plc 55 PART 6:
Page 59 and 60: Edge Performance VCT plc 57 “Pros
Page 61 and 62: Edge Performance VCT plc 59 (iii) a
Page 63 and 64: Edge Performance VCT plc 61 13. The
Page 65 and 66: Edge Performance VCT plc 63 APPLICA
Page 67: Edge Performance VCT plc 65 DIRECTO

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