TIDMVEN2 TIDMVNC TIDMVND
RNS Number : 9786E
Ventus 2 VCT PLC
22 July 2016
Ventus 2 VCT plc
Results of AGM
At the Annual General Meeting of Ventus 2 VCT plc (the
"Company") duly convened and held at the offices of Howard Kennedy
LLP, No 1 London Bridge, London SE1 9BG at 12.25pm on Thursday 21
July 2016 the following resolutions were duly passed as ordinary
and special resolutions respectively:
Ordinary Resolutions
1. To receive the Company's audited Annual Report and Financial
Statements for the year ended 29 February 2016.
2. To declare a final dividend of 2.75p per ordinary share,
4.50p per "C" share and 2.00p per "D" share in respect of the year
ended 29 February 2016.
3. To approve the Directors Remuneration Report for the year ended 29 February 2016.
4. To re-elect Mr Paul Thomas as a Director of the Company.
5. To re-elect Mr Alan Moore as a Director of the Company.
6. To re-elect Mr Colin Wood as a Director of the Company.
7. To re-appoint BDO LLP as Auditor of the Company to hold
office until the conclusion of the next AGM at which accounts are
laid before the Company.
8. To authorise the Directors to determine the remuneration of the Auditor.
Special Resolutions
9. That the Company be and is hereby generally and
unconditionally authorised to make market purchases within the
meaning of Section 693(4) of the Act of ordinary shares of 25p
each, "C" shares of 25p each and "D" shares of 25p each in the
capital of the Company provided that:
(i) The maximum aggregate numbers of shares hereby authorised to
be purchased are 3,656,459 ordinary shares, 1,698,233 "C" shares
and 298,415 "D" shares, representing 14.99% of the current issued
share capital of each class;
(ii) The minimum price which may be paid for a share is 25p per share;
(iii) The maximum price, exclusive of any expenses, which may be
paid for a share is an amount equal to the higher of; (a) 105% of
the average of the middle market prices shown in the quotations for
a share in The London Stock Exchange Daily Official List for the
five business days immediately preceding the day on which that
share
is purchased; and (b) the amount stipulated by Article 5(1) of
the Buyback and Stabilisation Regulation 2003;
(iv) The authority hereby conferred shall (unless previously
renewed or revoked) expire on the earlier of the AGM of the Company
to be held in 2017 and the date which is 18 months after the date
on which this resolution is passed; and
(v) The Company may make a contract or contracts to purchase its
own 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 its own shares in
pursuance of any such contract or contracts as if the authority
conferred hereby had not expired.
10. That, in substitution for existing authorities, 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 and to grant
rights to subscribe for or to convert any security into shares
in the Company up to an aggregate nominal value of GBP6,250,000
during the period commencing on the passing of this resolution and
expiring on the earlier of the AGM of the Company to be held in
2017 and the date which is 15 months after the date on which this
resolution is passed (unless 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 to be allotted after such expiry.
11. That, the directors of the Company be and hereby are
empowered pursuant to Sections 570 and 573 of the Act to allot or
make offers to 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 given pursuant to
resolution 10, as if Section 561(1) of the Act did not apply to
such allotment, provided that the power provided by this resolution
shall expire on the earlier of the AGM of the Company to be held in
2017 and the date which is 15 months after the date on which this
resolution is passed (unless renewed, varied or revoked by the
Company in general meeting).
Withdrawal of Resolution 12
The Chairman proposed a motion to withdraw Resolution 12, the
motion was agreed and Resolution 12 was withdrawn and not put to
the vote.
Proxy votes cast were as follows:
Resolution For Against Withheld
---- ---------------------------------- ------------ ---------- ----------
Directors Report and Financial
1. statements and Auditor's Report 1,912,839 230,731 23,642
---- ---------------------------------- ------------ ---------- ----------
Final dividend 2.75p per ordinary
share, 4.50p per "C" share
2. and 2.00p per "D" share 2,023,548 30,183 113,481
---- ---------------------------------- ------------ ---------- ----------
3. Directors' Remuneration Report 1,503,879 648,110 15,223
---- ---------------------------------- ------------ ---------- ----------
4. Re-elect Paul Thomas 1,521,912 626,550 18,750
---- ---------------------------------- ------------ ---------- ----------
5. Re-elect Alan Moore 1,521,912 626,550 18,750
---- ---------------------------------- ------------ ---------- ----------
6. Re-elect Colin Wood 1,506,912 641,550 18,750
---- ---------------------------------- ------------ ---------- ----------
7. Re-appoint BDO LLP as auditor 2,012,685 115,793 37,734
---- ---------------------------------- ------------ ---------- ----------
8. Remuneration of auditor 2,036,892 87,733 42,587
---- ---------------------------------- ------------ ---------- ----------
9. Buy back shares 1,869,073 286,579 11,560
---- ---------------------------------- ------------ ---------- ----------
10. Allot shares 1,898,276 257,833 11,103
---- ---------------------------------- ------------ ---------- ----------
11. Disapply pre-emption rights 1,908,110 247,859 11,243
---- ---------------------------------- ------------ ---------- ----------
Resolution 12 was withdrawn and not voted on at
the AGM:
------------------------------------------------------------------------------
12. Amend Articles 1,452,383 704,549 10,280
---- ---------------------------------- ------------ ---------- ----------
For further information please contact: The City Partnership
(UK) Limited on 0131 243 7210
This information is provided by RNS
The company news service from the London Stock Exchange
END
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