British Smlr Comp 2 - Result of AGM

British Smaller Companies VCT2

13/06/2022 15:51

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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
(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 £10,000,000,
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
£10,000,000, 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 £100,000 to £110,000 by replacing the figure of
£100,000 appearing in Article 128 with £110,000.

 

(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:

                                                             %      % Against  Shares Withheld

 Resolution                                                  For
 Ordinary Resolutions
 1.           To receive the annual report and accounts      99.77  0.23       1,520
 2.           To approve the Directors' Remuneration 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
 7.           To authorise the directors to allot shares     98.66  1.34       35,382

 

 

 Special Resolutions                                                            %      %         Shares Withheld

                                                                                For    Against
 8.          To waive pre-emption rights in respect of the allotment of shares  94.76  5.24      95,143
 9.          To increase the limit on directors' aggregate remuneration         89.12  10.88     283,183
 10.         To authorise the Company to make purchases of its own shares       87.66  12.34     56,149

 

13 June 2022

 For further information, please contact:

David Hall                             YFM Private
Equity Limited                          Tel: 0113 244
1000

Alex Collins                           Panmure Gordon
(UK) Limited                    Tel: 0207 886 2767

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