British Smaller Companies VCT2 Plc Result of AGM (6983O)

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RNS Number : 6983O

British Smaller Companies VCT2 Plc

13 June 2022

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 13 June 2022 the following resolutions ("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 https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Ordinary Resolutions

   (1)           That the annual report and accounts for the year ended 31 December 2021 be received. 

(2) That the Directors' Remuneration Report for the year ended 31 December 2021 be approved other than the part of such report containing the Directors' Remuneration Policy.

   (3)          That Mr P C Waller be re-elected as a director. 
   (4)          That Ms B L Anderson be re-elected as a director. 
   (5)          That Mr R S McDowell be re-elected as a director. 

(6) That BDO LLP be re-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.

(7) 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 GBP10,000,000, 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

(8) 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 7 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 GBP10,000,000, 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 7 above" were omitted.

(9) That the Articles of Association of the Company be amended to increase the limit on the aggregate remuneration of the non-executive directors from GBP100,000 to GBP110,000 by replacing the figure of GBP100,000 appearing in Article 128 with GBP110,000.

(10) That in substitution for any existing authority but without prejudice to the exercise of any such power prior to the date hereof, the Company be generally and unconditionally authorised to make market purchases (within the meaning of Section 693(4) of the Companies Act 2006) of ordinary shares of 10 pence in the capital of the Company provided that:

[1] the maximum aggregate number of ordinary shares that may be purchased is 27,338,720, being 14.99 per cent of the issued ordinary shares as at 21 March 2022;

[2] the maximum price (excluding expenses) which may be paid for an ordinary share is an amount equal to the maximum amount permitted to be paid in accordance with the rules of the UK Listing Authority in force as at the date of purchase;

[3] the minimum price (excluding expenses) which may be paid for an ordinary share is its nominal value;

[4] this authority shall take effect from 13 June 2022 and shall expire on the conclusion of the Company's Annual General Meeting in 2025 or on 13 June 2025, whichever is the later; and

[5] the Company may make a contract or contracts to purchase ordinary shares under this authority before the expiry of the authority, which will or may be executed wholly or partly after the expiry of the authority and may make a purchase of ordinary shares in pursuance of any such contract or contracts.

Proxy votes received were:

 
                                                      %          %      Shares 
   Resolution                                       For    Against    Withheld 
 Ordinary Resolutions 
                                                 ------  ---------  ---------- 
 1.   To receive the annual report and accounts   99.77       0.23       1,520 
     ------------------------------------------  ------  ---------  ---------- 
      To approve the Directors' Remuneration 
 2.    Report                                     97.36       2.64      79,945 
     ------------------------------------------  ------  ---------  ---------- 
 3.   To re-elect Mr P C Waller as a director     98.65       1.35      49,960 
     ------------------------------------------  ------  ---------  ---------- 
 4.   To re-elect Ms B L Anderson as a director   99.41       0.59      59,303 
     ------------------------------------------  ------  ---------  ---------- 
 5.   To re-elect Mr R S McDowell as a director   99.49       0.51      58,036 
     ------------------------------------------  ------  ---------  ---------- 
 6.   To re-appoint BDO LLP as auditor            98.67       1.33     117,042 
     ------------------------------------------  ------  ---------  ---------- 
      To authorise the directors to allot 
 7.    shares                                     98.66       1.34      35,382 
     ------------------------------------------  ------  ---------  ---------- 
 
 
 Special Resolutions                                       %          %      Shares 
                                                         For    Against    Withheld 
       To waive pre-emption rights in respect 
 8.     of the allotment of shares                     94.76       5.24      95,143 
      ----------------------------------------------  ------  ---------  ---------- 
       To increase the limit on directors' aggregate 
 9.     remuneration                                   89.12      10.88     283,183 
      ----------------------------------------------  ------  ---------  ---------- 
 10.   To authorise the Company to make purchases      87.66      12.34      56,149 
        of its own shares 
      ----------------------------------------------  ------  ---------  ---------- 
 

13 June 2022

For further information, please contact:

David Hall YFM Private Equity Limited Tel: [phone]

Alex Collins Panmure Gordon (UK) Limited Tel: [phone]

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June 13, 2022 10:51 ET (14:51 GMT)