EGM Statement

14 August 2006                                 

              SMALL COMPANIES DIVIDEND TRUST PLC (THE "COMPANY")               

                    SMALL COMPANIES PLC (THE "SUBSIDIARY")                     

           RESULT OF SHAREHOLDER MEETINGS, TENDER OFFER AND PLACING            

Results of Shareholder Meetings

The Board of the Company announces that all resolutions proposed at the
Company's Extraordinary General Meeting held earlier today were unconditionally
passed in favour, with the exception of resolution 2. Resolution 2 is
conditional upon, and will only become effective following, the passing of the
resolutions proposed at the Subsidiary's adjourned separate general meeting of
ZDP Shareholders referred to below.

The Board of the Subsidiary announces that each of the resolutions proposed at
the Preference Shareholder Meeting and at the Extraordinary General Meeting
held earlier today were passed conditional upon the passing of the resolutions
to be proposed at the adjourned separate general meeting of the ZDP
shareholders, referred to below. The separate general meeting of the ZDP
Shareholders was inquorate and has been adjourned until Tuesday 29 August 2006
to be held at the same time and place as the original meeting (not 28 August
2006 as detailed in the Circular to shareholders dated 20 July 2006). A notice
to this effect will be posted to ZDP Shareholders shortly.

Copies of all resolutions passed unconditionally at the Shareholder Meetings
will be filed with the UK Listing Authority later today and will be available
for inspection at the UK Listing Authority's Document Viewing Facility, which
is situated at:

Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Tel: [phone]

Tender Offer

The Board of Small Companies PLC also announces that, in view of the
adjournment of the separate general meeting of ZDP Shareholders referred to
above, the expected Calculation Date for the Tender Price is Friday, 25 August
2006. Accordingly, the results of the Tender Offer, including the Calculation
Date, are expected to be announced on or around 5.00 p.m. on Tuesday, 29 August
2006.

Placing

In addition, as a result of the adjournment of the separate general meeting of
ZDP Shareholders referred to above, the Board of Small Companies PLC further
announces that the conditions to the Placing have not yet been satisfied in all
respects. Therefore subject to the Placing becoming unconditional the New ZDP
Shares are not expected to be issued pursuant to the Placing until 29 August
2006 and dealings are not expected to commence until on or around 8.00 a.m. on
30 August 2006.

Enquiries

Further enquiries:

William van Heesewijk

Chelverton Asset Management Limited 020 7222 8989

Paul Richards

John Korwin Szymanowski

Fairfax I.S. Limited 020 7568 5368

Dr Azhic Basirov

Smith & Williamson Corporate Finance Limited 020 7131 4000

Fairfax I.S. Limited and Smith & Williamson Corporate Finance Limited, each of
which is authorised and regulated in the United Kingdom by the Financial
Services Authority, are acting exclusively for the Company and the Subsidiary
and for no one else in connection with the Proposals or any matter referred to
in this announcement and will not be responsible to anyone other than the
Company and the Subsidiary for providing the protections afforded to clients of
Fairfax I.S. Limited and Smith & Williamson Corporate Finance Limited or for
affording advice in relation to the Proposals or any matter referred to in this
announcement. This announcement does not constitute, or form part of, any offer
for, or any solicitation of any offer for, securities.

Terms used in this announcement shall, unless the context otherwise requires,
bear the meanings given to them in the circular issued by Small Companies
Dividend Trust plc and Small Companies plc dated 20 July 2006.