Common use of Remuneration of Directors Clause in Contracts

Remuneration of Directors. 1. The position of Director shall be remunerated. 2. The remuneration shall consist of a fixed annual sum with a maximum amount determined by the General Shareholders’ Meeting, and which shall remain in force until the General Meeting agrees its modification. 3. The amount established by the General Shareholders’ Meeting shall be used to remunerate all the Directors in their condition as such, and shall be distributed as deemed appropriate by the Board of Directors, following the proposal of the Remuneration Committee, both in terms of remuneration to members, especially the Chairman, according to the responsibilities, duties and position of each member and to the positions they hold in the Delegated Committees, and of the other objective circumstances considered relevant –which may turn into different remuneration amounts among the Board members-. 4. Likewise, within the maximum limit determined by the General Meeting, as specified in paragraphs 2 and 3 above, Directors may be remunerated with Company shares or shares in another publicly traded Group company, options or other share-based instruments or of remunerations referenced to value of the shares. This remuneration must be approved by the General Shareholders’ Meeting. The resolution will specify, if applicable, the maximum number of shares that can be assigned in each year to this remuneration system, the strike price for the options or the system for calculating the year price of the share options, and the price of the shares, if applicable, taken as reference and the term for duration of the plan. 5. Independently of the remuneration set forth above, the Directors carrying out executive duties at the Company, whatever the nature of their legal relationship, will be entitled to receive remuneration for these duties, as determined by the Board of Directors following the proposal of the Remuneration Committee, and may be either a fixed amount, a variable amount in addition to incentive schemes and benefits which may include pension plans and insurance and, where appropriate, social security payments. In addition, providing executive functions could be remunerated by means of granting shares of the Company or any other indexed Group company, granting options over the same or by other remunerations referenced to the value of the same. In the event of departure not caused by a breach of their functions, Directors may be entitled to compensation. The relationships with the Directors that have received executive functions should be established in a contract between the Director and the company regulating the mentioned relationships and specially their remunerations for all the concepts, including the insurance premiums or contribution to saving systems as well as eventual clauses for compensation for anticipated dismissal, exclusivity agreements, non post-contractual concurrence and/or permanence or loyalty, as well as the parameters for fixing the variable components. The mentioned contract should be in accordance to the remunerations policy approved by the General Meeting and should be approved by the Board of Directors with the favourable of two thirds of its members, being incorporated as an annex to the minutes. 6. In addition, the Company will contract civil responsibility insurance for its Directors.

Remuneration of Directors. 148.1 Subject to the Listing Rules and CLAUSE 48.2, the Directors shall be paid for their services as Directors such remuneration (not exceeding a maximum sum that is from time to time approved by the Company by resolution passed in General Meeting) as the Directors determine. The position notice convening a General Meeting at which it is proposed to seek approval to increase that maximum sum shall be in accordance with the requirements of the Listing Rules and shall specify the proposed new maximum sum and the amount of the proposed increase. 48.2 Any Director who is remunerated as an Executive Director shall not be remuneratedremunerated under CLAUSE 48.1. 2. 48.3 The remuneration shall consist of a fixed annual sum with a maximum amount determined by the General Shareholders’ Meeting, and which shall remain in force until the General Meeting agrees its modification.under CLAUSE 48.1: 3. The amount established by the General Shareholders’ Meeting (a) shall be used to remunerate all divided among the Directors in their condition the proportions as suchthey may agree or, and shall be distributed as deemed appropriate if they cannot agree, equally among them; (b) is exclusive of any benefits which the Company provides to Directors in satisfaction of legislative schemes including, without limitation, benefits provided under superannuation guarantee or training guarantee or similar schemes; and (c) is exclusive of any indemnity paid by the Board Company under this Constitution and any premium paid by the Company in respect of Directors, following the proposal a contract insuring a Director against liability incurred as an officer of the Remuneration Committee, both in terms of remuneration to members, especially the Chairman, according to the responsibilities, duties and position of each member and to the positions they hold in the Delegated Committees, and of the other objective circumstances considered relevant –which may turn into different remuneration amounts among the Board members-Company. 4. Likewise, within the maximum limit determined by the General Meeting, as specified in paragraphs 2 and 3 above, 48.4 The Directors may be remunerated with Company shares or shares in another publicly traded Group company, options or other share-based instruments or of remunerations referenced to value of the shares. This remuneration must be approved by the General Shareholders’ Meeting. The resolution will specify, if applicable, the maximum number of shares that can be assigned in each year to this remuneration system, the strike price for the options or the system for calculating the year price of the share options, and the price of the shares, if applicable, taken as reference and the term for duration of the plan. 5. Independently of the remuneration set forth above, the Directors carrying out executive duties at the Company, whatever the nature of their legal relationship, will shall also be entitled to receive remuneration be paid or reimbursed for these duties, as determined all travelling and other expenses properly incurred by the Board of Directors following the proposal them in attending and returning from any meeting of the Remuneration CommitteeDirectors, and may be either a fixed amountcommittee of the Directors, a variable amount in addition to incentive schemes and benefits which may include pension plans and insurance and, where appropriate, social security payments. In addition, providing executive functions could be remunerated by means of granting shares General Meetings of the Company or otherwise in connection with the business or affairs of the Company. 48.5 If any other indexed Group companyDirector, granting options over with the same approval of the Directors, performs extra services or by other remunerations referenced makes any special exertions for the benefit of the Company, the Directors may approve the payment to that Director of special and additional remuneration as the Directors think fit having regard to the value to the Company of the sameextra services or special exertions. In Any special or additional remuneration shall not include a commission on or a percentage of profits or operating revenue. 48.6 Remuneration payable by the event of departure not caused Company and any entity under its control to Directors shall be by a breach of their functionsfixed sum, Directors may be entitled to compensation. The relationships with the Directors that have received executive functions should be established in and not by a contract between the Director and the company regulating the mentioned relationships and specially their remunerations for all the conceptscommission on, including the insurance premiums or contribution to saving systems as well as eventual clauses for compensation for anticipated dismissal, exclusivity agreements, non post-contractual concurrence and/or permanence or loyalty, as well as the parameters for fixing the variable components. The mentioned contract should be in accordance to the remunerations policy approved by the General Meeting and should be approved by the Board of Directors with the favourable of two thirds of its members, being incorporated as an annex to the minutes. 6. In additionpercentage of, the Company will contract civil responsibility insurance for its Directorsprofits or operating revenue of the Company.

Remuneration of Directors. 1​ ​ The Recursion Bylaws authorize the Recursion Board to set director compensation, and generally do not give stockholders the right to approve director compensation. The position ​ ​ Pursuant to the Exscientia Articles, each of Director the directors shall be remunerated. 2. The remuneration shall consist of paid a fixed annual sum with a maximum amount fee at such rate as may from time to time be determined by the General Shareholders’ MeetingExscientia Board (or for the avoidance of doubt any duly authorized committee of the Exscientia Board) provided that the aggregate of all such fees payable to the directors shall not exceed $2,500,000 per annum, or such higher amount as may from time to time be determined by ordinary resolution of the shareholders. Each director may be paid his or her reasonable travelling, hotel and which shall remain in force until other expenses of attending and returning from meetings of the General Meeting agrees its modification. 3. The amount established by board or committees of the General Shareholders’ Meeting shall be used to remunerate all board or general meetings or separate meetings of the Directors in their condition as such, holders of any class of shares or of debentures and shall be distributed paid all expenses properly incurred by him or her in the conduct of Exscientia’s business. Any director who performs or renders any special duties or services outside his or her ordinary duties as deemed appropriate a director and not in his or her capacity as a holder of employment or executive officer may be paid such reasonable extra remuneration by way of salary, commissions, participation in profits or otherwise as the Board directors may determine. ​ ​ Annual Meetings of DirectorsStockholders ​ ​ Under the DGCL, the annual meeting of stockholders shall be held at such place, on such date and at such time as provided in a corporation’s bylaws. The Recursion Bylaws provide that Recursion must hold an annual meeting of stockholders on such date and at such time as may be fixed by resolution of the Recursion Board. Pursuant to the DGCL, any stockholder or director may petition the Court of Chancery to order a meeting to elect directors if the annual meeting has not been held within 30 days of the date set for such meeting or 13 months following the proposal of date the Remuneration Committeeprevious annual meeting was held. ​ ​ In accordance with the Companies Act, both in terms of remuneration to members, especially the Chairman, according to the responsibilities, duties and position of each member and to the positions they hold in the Delegated Committees, and of the other objective circumstances considered relevant –which may turn into different remuneration amounts among the Board members-. 4. Likewise, within the maximum limit determined by the General Meeting, as specified in paragraphs 2 and 3 above, Directors may be remunerated with Company shares or shares in another publicly traded Group company, options or other share-based instruments or of remunerations referenced to value of the shares. This remuneration must be approved by the General Shareholders’ Meeting. The resolution will specify, if applicable, the maximum number of shares that can be assigned Exscientia are required in each year to this remuneration system, the strike price for the options or the system for calculating the year price of the share options, and the price of the shares, if applicable, taken as reference and the term for duration of the plan. 5. Independently of the remuneration set forth above, the Directors carrying out executive duties at the Company, whatever the nature of their legal relationship, will be entitled to receive remuneration for these duties, as determined by the Board of Directors following the proposal of the Remuneration Committee, and may be either a fixed amount, a variable amount hold an annual general meeting in addition to incentive schemes any other general meetings in that year and benefits which to specify the meeting as such in the notice convening it. The annual general meeting shall be convened whenever and wherever the Exscientia Board sees fit, subject to the requirements of the Companies Act. Under the Companies Act, a public limited company must hold an annual general meeting in each six-month period following its annual accounting reference date. ​ ​ General / Special Meetings of Stockholders ​ ​ Under the DGCL, special meetings of stockholders may include pension plans be called by the board of directors or by such person or persons as may be authorized by a corporation’s bylaws. Under the Recursion Bylaws, a special meeting of stockholders may be called at any time by (i) the Recursion Board acting pursuant to a resolution adopted by a majority of the total ​ ​ Under the Companies Act, a general meeting of the shareholders of a public limited company may be called by the directors. Shareholders holding at least 5% of the paid-up capital of the company carrying voting rights at general meetings (excluding any paid up capital held as treasury shares) can require the directors to call a ​ TABLE OF CONTENTS ​ Recursion ​ ​ Exscientia ​ ​ number of authorized directorships whether or not there exists any vacancies or other unfilled seats in previously authorized directorships, (ii) the chairperson of the Recursion Board, (iii) the chief executive officer of Recursion or (iv) the president of Recursion; provided, further, that special meetings of stockholders may not be called by any other person or persons and insurance any power of stockholders to call a special meeting is specifically denied. The business to be conducted at the special meeting shall be limited to the purpose or purposes stated in the notice of such meeting. ​ ​ general meeting and, where appropriateif the directors fail to do so within a certain period, social security payments. In addition, providing executive functions could be remunerated by means may themselves (or any of granting shares them representing more than one half of the Company or any other indexed Group company, granting options over the same or by other remunerations referenced to the value total voting rights of the sameall of them) convene a general meeting. In the event of departure not caused by a breach of their functions, Directors may be entitled to compensation. The relationships with the Directors that have received executive functions should be established in a contract between the Director and the company regulating the mentioned relationships and specially their remunerations for all the concepts, including the insurance premiums or contribution to saving systems as well as eventual clauses for compensation for anticipated dismissal, exclusivity agreements, non post-contractual concurrence and/or permanence or loyalty, as well as the parameters for fixing the variable components. The mentioned contract should be in accordance to the remunerations policy approved by the General Meeting and should be approved by the Board of Directors with the favourable of two thirds of its members, being incorporated as an annex to the minutes. 6. In addition, the Company will contract civil responsibility insurance for its Directors.​