REG - British Smlr Comp 2 - Result of AGM

British Smaller Companies VCT2Announcement

12/06/2025 11:00

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RNS Number : 6037M  British Smaller Companies VCT2 Plc  12 June 2025

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 12 June 2025 the following
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
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

 

Ordinary resolutions

 

(1)           That the annual report and accounts for the year ended
31 December 2024 be received.

 

(2)         That the Directors' Remuneration Report for the year ended 31
December 2024 be approved other than the part of such report containing the
Directors' Remuneration Policy.

 

(3)           That Ms B L Anderson be re-elected as a director.

 

(4)           That Mr A Ahmed 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 the
auditor's 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 £12,000
(representing approximately 40 per cent of the Ordinary share capital in issue
as at the date of this notice), 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 conclusion of 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 the
directors may allot shares in the Company in pursuance of any such offer or
agreement notwithstanding the expiry of such authority, and that all previous
authorities given to the directors be and they are hereby revoked, provided
that such revocation shall not have retrospective effect.

 

(8)      That, in addition to existing authorities, the directors be and
are hereby generally and unconditionally authorised in accordance with Section
551 of the Act to exercise all the powers of the Company to allot shares in
the Company up to an aggregate nominal amount of £2,000 in connection with
the Company's dividend reinvestment scheme (representing approximately 7 per
cent of the Ordinary share capital in issue as at the date of this Notice)
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 conclusion
of 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, any offers or agreements which would or might require shares in the
Company to be allotted after such expiry and the directors may allot shares in
the Company in pursuance of any such offer or agreement notwithstanding the
expiry of such authority.

 

Special Resolutions

 

(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 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 £12,000, 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
sentence of this Resolution the words "pursuant to the general authority
conferred upon the directors in Resolution 7 above" were omitted.

 

(10)     That conditional upon the passing of Resolution 8 above and in
addition to existing authorities, the directors of the Company be and hereby
are empowered pursuant to Section 571 of the Act to allot or make offers or
agreements to allot equity securities (which expression shall have the meaning
ascribed to it in Section 560(1) of the Act) for cash pursuant to the
authority granted by Resolution 8 above, as if Section 561 of the Act did not
apply to any such allotment and so that:

 

(a) reference to allotment of equity securities in this Resolution shall be
construed in accordance with Section 560(2) of the Act; and

 

(b) the power conferred by this Resolution shall enable the Company to make
any offer or agreement before the expiry of the said power which would or
might require equity securities to be allotted after the expiry of the said
power and the directors may allot equity securities in pursuance of any such
offer or agreement notwithstanding the expiry of such power.

 

                The power provided by this Resolution shall
expire on the later of 15 months from the passing of this Resolution or on the
conclusion of the Company's next Annual General Meeting (unless previously
revoked, varied or extended by the Company in general meeting).

 

(11)       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 one or more market
purchases (within the meaning of Section 693(4) of the Act of ordinary shares
of 0.01 pence in the capital of the Company provided that:

 

                The maximum aggregate number of ordinary shares
that may be purchased is 44,846,534 being 14.99 per cent of the issued
ordinary shares (excluding treasury shares) as at 18 March 2025;

 

           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 rules of the UK Listing Authority in force as at the
date of purchase;

 

                The minimum price (excluding expenses) which may
be paid for an ordinary share is its nominal value;

 

             This authority shall take effect from 12 June 2025 and
shall expire at the conclusion of the Company's Annual General Meeting in 2028
or on 12 June 2028, whichever is the later; and

 

               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.

 

(12)    That the Articles of Association be amended to increase the limit
on the aggregate remuneration of the non-executive directors from £120,000 to
£165,000 by replacing the figure of £120,000 appearing in Article 134 with
£165,000.

 

 

Proxy votes received were:

                                                                               %      % Against  Shares Withheld

 Resolution                                                                    For
 Ordinary Resolutions
 1.           To receive the annual report and accounts                        99.64  0.36       19,238
 2.           To approve the Directors' Remuneration Report                    93.84  6.16       334,696
 3.           To re-elect Ms B L Anderson as a director                        99.07  0.93       144,620
 4.           To re-elect Mr A Ahmed as a director                             96.84  3.16       144,620
 5.           To re-elect Mr R S McDowell as a director                        99.07  0.93       113,666
 6.           To re-appoint BDO LLP as auditor                                 97.62  2.38       239,919
 7.           To authorise the directors to allot shares                       97.92  2.08       32,637
 8.           To authorise the directors to allot shares pursuant to the DRIS  99.64  0.36       56,669

 

                                                                                            %      %         Shares Withheld

                                                                                            For    Against
 Special Resolutions
 9.          To waive pre-emption rights in respect of the allotment of shares              95.20  4.80      232,289
 10.         To waive pre-emption rights in respect of the allotment of shares pursuant to  97.76  2.24      186,142
             the DRIS
 11.         To authorise the Company to buy back shares                                    92.11  7.89      41,367
 12.         To amend the Company's articles of association                                 95.74  4.26      569,689

 

12 June 2025

 

For further information, please contact:

Marcus Karia                          YFM Equity
Partners
Tel: 0113 244 1000

Alex Collins                             Panmure
Liberum
Tel: 0207 886 2767

 

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