TIDMVEN2 
 
RNS Number : 0175P 
Ventus 2 VCT PLC 
17 March 2009 
 

Ventus 2 VCT plc 
(Registration number 05667210) 
 
 
 
 
Notice of Resolutions Passed 
 
 
At an extraordinary general meeting of Ventus 2 VCT plc (the "Company") duly 
convened and held at the offices of Climate Change Capital Limited, 3 More 
London Riverside, London SE1 2AQ on Monday, 2 March 2009 the following 
resolutions were duly passed as ordinary and special resolutions respectively: 
 
 
 
 
Ordinary Resolutions 
 
 
THAT: 
 
 
(1) the authorised share capital of the Company be increased from GBP7,500,000 
to GBP12,500,000 by the creation of 20,000,000 C ordinary shares of 25 pence 
each ("C Shares") having the rights and being subject to the restrictions set 
out in the amended articles of association of the Company to be adopted pursuant 
to resolution number 4. 
 
 
(2) the directors be generally and unconditionally authorised in accordance with 
section 80 of the Companies Act 1985 (the "Act") to allot relevant securities 
(within the meaning of section 80(2) of the Act) up to a maximum aggregate 
nominal amount of GBP5,931,111.25, such authority shall expire on 1 March 2014 
but so that the Company may, before the expiry of such period, make an offer or 
agreement which would or might require relevant securities to be allotted after 
the expiry of such period and the directors may allot relevant securities 
pursuant to such an offer or agreement as if the authority had not expired. 
 
 
 
 
Special Resolutions 
 
 
THAT: 
 
 
(3) subject to and conditional on the passing of resolution number 2, the 
directors be empowered, pursuant to section 95 of the Act, to allot equity 
securities (within the meaning of section 94(2) of the Act) for cash pursuant to 
the authority conferred by resolution number 2 as if section 89(1) of the Act 
did not apply to any such allotment, provided that this power shall be limited 
to the allotment of equity securities: 
 
(a)        in connection with the proposed offer to the public for subscription 
of up to 10,403,000 C Shares of 25 pence each (the "Offer") which shall include 
any offer for subscription of C Shares pursuant to a supplemental prospectus 
issued in connection with the Offer; 
(b)        in connection with an offer of such securities by way of rights 
issue; 
(c)        in addition to paragraphs (a) and (b) above up to an aggregate 
nominal amount equal to the authorised but unissued C Shares not covered by the 
authority in paragraph (a) above; and 
(d)        in addition to paragraphs (a) and (b) above up to an aggregate 
nominal amount of 10 per cent. of the issued ordinary shares of 25 pence each in 
the capital of the Company as at the date of the General Meeting, 
 
 
 
and shall expire on 1 March 2014, save that the Company may, before such expiry, 
make an offer or agreement which would or might require equity securities to be 
allotted after such expiry and the directors may allot equity securities in 
pursuance of any such offer or agreement as if the power had not expired. 
In this resolution, "rights issue" means an offer of equity securities open for 
acceptance for a period fixed by the director to holders on the register on a 
fixed record date in proportion as nearly as may be to their respective 
holdings, but subject to such exclusions or other arrangements as the directors 
may deem necessary or expedient to deal with any fractional entitlements or 
legal or practical difficulties under the laws of, or the requirements of any 
recognised regulatory body or any stock exchange in, any territory. 
 
 
(4) the articles of association of the Company be amended (i) to reflect the 
increase in its share capital and the rights and restrictions to be attached to 
the C Shares and (ii) to extend the date on which shareholders vote as to 
whether the Company should continue as a venture capital trust by five years, in 
each case as set out in the amended articles of association produced to the 
meeting and, for the purpose of identification, initialled by the Chairman. 
 
 
(5) subject to and in accordance with Article 10 of the Company's articles of 
association, the Company be generally and unconditionally authorised to make 
market purchases (within the meaning of section 163(3) of the Act) of C Shares 
on such terms as the directors think fit, and where such shares are held as 
treasury shares, the Company may use them for the purposes set out in section 
162D of the Act, provided that: 
 
(a)        the maximum number of C Shares hereby authorised to be purchased is 
an amount equal to 10 per cent. of the C Shares in issue following the Offer; 
(b)        the minimum price, exclusive of any expenses, which may be paid for a 
C Share is 25p; 
(c)        the maximum price, exclusive of any expenses, which may be paid for 
each C Share is an amount equal to the higher of: (a) 105 per cent of the 
average of the middle market quotations for a C Share, as derived from the 
London Stock Exchange Daily Official List, for the five business days 
immediately preceding the day on which the C Share is purchased; and (b) the 
amount stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation 
2003; and 
(d)        the authority hereby conferred shall, unless previously revoked or 
varied, expire on 1 September 2010 except in relation to the purchase of C 
Shares the contract for which was concluded before the expiry of this authority 
and which will or may be executed wholly or partly after such expiry. 
 
 
 
 
 
 
 
 
 
The City Partnership (UK) Limited 
Company Secretary 
 
 
 
 
2 March 2009 
 
Registered Office: The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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