British Smaller Companies VCT2 Plc AGM Statement (7636E)

TIDMBSC

RNS Number : 7636E

British Smaller Companies VCT2 Plc

10 May 2017

BRITISH SMALLER COMPANIES VCT2 PLC

RESULT OF ANNUAL GENERAL MEETING

British Smaller Companies VCT2 plc (the "Company") announces that at the Annual General Meeting of the Company held on 10 May 2017 the following resolutions proposed at the meeting ("Resolutions") were duly passed.

In accordance with the Company's obligations under Listing Rule 9.6.2, copies of the Resolutions passed at the Annual General Meeting have been submitted to the National Storage Mechanism and will shortly be available for viewing at www.hemscott.com/nsm.do.

Ordinary Resolutions

   (1)        That the annual report and accounts for the year ended 31 December 2016 be received. 

(2) That the final dividend of 1.5 pence per ordinary share for the year ended 31 December 2016 be approved.

(3) That the Directors' Remuneration Report for the year ended 31 December 2016 be approved other than the part of such report containing the Directors' Remuneration Policy.

(4) That the Directors' Remuneration Policy contained in the Directors' Remuneration Report for the year ended 31 December 2016 be approved.

   (5)        That Mr P C Waller be re-elected as a director. 
   (6)        That Mr R M Pettigrew be re-elected as a director. 
   (7)        That Mr R Last be re-elected as a director. 

(8) That BDO LLP be appointed as auditor to the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company and that the directors be authorised to fix their remuneration.

(9) That the directors be and are hereby generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of GBP4,000,000, during the period commencing on the passing of this Resolution and expiring on the later of 15 months from the passing of this Resolution or the next Annual General Meeting of the Company (unless previously revoked, varied or extended by the Company in general meeting), but so that this authority shall allow the Company to make before the expiry of this authority offers or agreements which would or might require shares in the Company to be allotted, or rights to subscribe for or to convert any security into shares to be granted, after such expiry and that all previous authorities given to the directors be and they are hereby revoked, provided that such revocation shall not have retrospective effect.

Special Resolutions

(10) That the directors be and are hereby empowered in accordance with Section 570(1) of the Act during the period commencing on the passing of this Resolution and expiring at the conclusion of the Company's next Annual General Meeting, or on the expiry of 15 months following the passing of this Resolution, whichever is the later, (unless previously revoked, varied or extended by the Company in general meeting), to allot equity securities (as defined in Section 560 of the Act) for cash pursuant to the general authority conferred upon the directors in Resolution 9 above as if Section 561 of the Act did not apply to any such allotment provided that this power is limited to the allotment of equity securities in connection with the allotment for cash of equity securities up to an aggregate nominal amount of GBP4,000,000, but so that this authority shall allow the Company to make offers or agreements before the expiry and the directors may allot securities in pursuance of such offers or agreements as if the powers conferred hereby had not so expired. This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of Section 560(3) of the Act as if in the first paragraph of this Resolution the words "pursuant to the general authority conferred upon the directors in Resolution 9 above" were omitted.

(11) That, the Articles of Association of the Company be amended to increase the limit on the aggregate remuneration of the non-executive directors from GBP75,000 to GBP100,000 per annum by replacing the figure of "GBP75,000" appearing in Article 128 with "GBP100,000".

(12) That, subject to the sanction of the High Court, the amount standing to the credit of the share premium account of the Company as at the date of the final hearing before the Court at which confirmation of said cancellation is sought, be cancelled.

Proxy votes received were:

 
                                                     %   % Against      Shares 
   Resolution                                      For                Withheld 
-------------------------------------------  ---------  ----------  ---------- 
 Ordinary Resolutions 
-------------------------------------------  ---------  ----------  ---------- 
       To receive the annual report 
 1.     and accounts                           100.00%         nil      14,636 
----  -------------------------------------  ---------  ----------  ---------- 
       To approve a final dividend 
        of 1.5 pence per ordinary 
 2.     share                                   97.58%       2.42%      16,474 
----  -------------------------------------  ---------  ----------  ---------- 
       To approve the Directors' 
 3.     Remuneration Report                     95.37%       4.63%     140,204 
----  -------------------------------------  ---------  ----------  ---------- 
       To approve the Directors' 
 4.     Remuneration Policy                     94.40%       5.60%      78,391 
----  -------------------------------------  ---------  ----------  ---------- 
       To re-elect Mr P C Waller 
 5.     as a director                           99.14%       0.86%     155,481 
----  -------------------------------------  ---------  ----------  ---------- 
       To re-elect Mr R M Pettigrew 
 6.     as a director                           97.96%       2.04%     170,576 
----  -------------------------------------  ---------  ----------  ---------- 
       To re-elect Mr R Last as a 
 7.     director                                96.81%       3.19%      60,872 
----  -------------------------------------  ---------  ----------  ---------- 
 8.    To appoint BDO LLP as auditor            98.54%       1.46%      38,909 
----  -------------------------------------  ---------  ----------  ---------- 
       To authorise the directors 
 9.     to allot shares                         98.85%       1.15%       3,965 
----  -------------------------------------  ---------  ----------  ---------- 
 Special Resolutions 
-------------------------------------------  ---------  ----------  ---------- 
       To waive pre-emption rights 
        in respect of the allotment 
 10.    of shares                               92.89%       7.11%      64,275 
----  -------------------------------------  ---------  ----------  ---------- 
       To amend the Articles of Association 
        of the Company to increase 
        the limit on the aggregate 
        remuneration of the non-executive 
        directors from GBP75,000 to 
 11.    GBP100,000 per annum                    78.06%      21.94%     500,396 
----  -------------------------------------  ---------  ----------  ---------- 
       To cancel, subject to the 
        sanction of the High Court, 
 12.    the share premium account               98.92%       1.08%      86,421 
----  -------------------------------------  ---------  ----------  ---------- 
 

10 May 2017

For further information, please contact:

David Hall YFM Private Equity Limited Tel: [phone]

   Jonathan Becher              Panmure Gordon (UK) Limited                   Tel: [phone] 

This information is provided by RNS

The company news service from the London Stock Exchange

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May 10, 2017 09:57 ET (13:57 GMT)