British Smaller Companies VCT2 Plc Result of Annual General Meeting (1465Q)

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RNS Number : 1465Q

British Smaller Companies VCT2 Plc

16 June 2020

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 16 June 2020 the following ordinary resolutions proposed at the meeting ("Resolutions") were duly passed on a show of hands.

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 2019 be received. 

(2) That the Directors' Remuneration Report for the year ended 31 December 2019 be approved other than the part of such report containing the Directors' Remuneration Policy.

(3) That the Directors' Remuneration Policy contained in the Directors' Remuneration Report for the year ended 31 December 2019 be approved.

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

(7) 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.

(8) 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 GBP5,000,000, 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.

A poll was called by the Chairman of the meeting on resolution 9, which was then passed as a special resolution on the result of the poll vote.

Special Resolution

(9) 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 8 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 GBP5,000,000, 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 8 above" were omitted.

Proxy votes received were:

 
                                                       %   % Against      Shares 
   Resolution                                        For                Withheld 
 Ordinary Resolutions 
                                                  ------  ----------  ---------- 
 1.   To receive the annual report and accounts    100.0           0       1,253 
     -------------------------------------------  ------  ----------  ---------- 
      To approve the Directors' Remuneration 
 2.    Report                                       96.0         4.0     139,000 
     -------------------------------------------  ------  ----------  ---------- 
      To approve the Directors' Remuneration 
 3.    Policy                                       95.7         4.3     206,417 
     -------------------------------------------  ------  ----------  ---------- 
 4.   To re-elect Mr P C Waller as a director       98.8         1.2     133,477 
     -------------------------------------------  ------  ----------  ---------- 
 5.   To re-elect Mr R M Pettigrew as a director    97.3         2.7     147,126 
     -------------------------------------------  ------  ----------  ---------- 
 6.   To re-elect Mr R S McDowell as a director     99.0         1.0     126,681 
     -------------------------------------------  ------  ----------  ---------- 
 7.   To re-appoint BDO LLP as auditor              97.5         2.5     158,123 
     -------------------------------------------  ------  ----------  ---------- 
 8.   To authorise the directors to allot shares    98.5         1.5      14,280 
     -------------------------------------------  ------  ----------  ---------- 
 

The results of the poll on resolution 9 are:

 
 Special Resolution                               %          %      Shares 
                                                For    Against    Withheld 
      To waive pre-emption rights in respect 
 9.    of the allotment of shares              92.7        7.3      69,011 
     ---------------------------------------  -----  ---------  ---------- 
 
 

16 June 2020

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 16, 2020 10:52 ET (14:52 GMT)