AGM Statement

At an Annual General Meeting of Albion Venture Capital Trust VCT PLC, duly convened and held at City of London Club, 19 Old Broad Street, London EC2N 1DS on 17 September 2012 the following resolutions were passed:

Ordinary resolutions number 1 to 7 were passed.

The following items of Special Business were passed (noted below by resolution number). Resolutions 8 and 9 and 11 to 13 were passed as special resolutions.

Special Business

7.	To continue the life of the company as a venture capital trust.
8.	Subject to the passing of resolution number 7, the first line of article 135.1 of the current articles of association of the Company be replaced with "At the annual general meeting of the Company in 2017 and, if the Company has not then been wound-up or unitised or re-organised at each fifth annual general meeting of the Company thereafter, the directors shall procure that an ordinary resolution will be proposed to the effect that the Company shall continue in being as venture capital trust."
9.	That the Articles of Association of the Company be altered by deleting the present Article 3 setting out the authorised share capital of the Company in its entirety.
10.	That the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the "Act") to allot shares of nominal value 50 pence per share in the Company up to a aggregate nominal amount of £2,017,400 representing 10 per cent. of the total Ordinary share capital, such authority shall expire 18 months from the date of this resolution, or at the conclusion of the Annual General Meeting, whichever is earlier, but so that the Company may, before the expiry of such period, make an offer or agreement which would or might require shares to be allotted after the expiry of such period and the Directors may allot shares pursuant to such an offer or agreement as if the authority had not expired.
11.	That, subject to and conditional on the passing of resolution number 10, the Directors be empowered, pursuant to section 570 of the Act, to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority conferred by resolution number 10 as if section 561(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 an offer of such securities by way of rights issue;
	(b)	in connection with any Dividend Reinvestment Scheme introduced and operated by the Company;
	(c)	in connection with a top up offer outside of the Prospectus Rules; and
	(d)	otherwise than pursuant to paragraphs (a) to (c) above, up to an aggregate nominal amount of £2,017,400 for Ordinary shares,
	and such authority shall expire 18 months from the date of this resolution, or at the conclusion of the Annual General Meeting, whichever is earlier, 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 Directors 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.
	This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(2)(b) of the Act as if in the first paragraph of the resolution the words "subject and conditional on the passing of resolution number 10" were omitted.
12.	That the Company be generally and unconditionally authorised to make market purchases (within the meaning of Section 693(4) of the Act) of Ordinary shares of 50 pence in the capital of the Company ("Ordinary 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 727 of the Act, provided that:
	(a)	the maximum number of Ordinary shares hereby authorised to be purchased is 14.99 per cent. of the Ordinary shares in issue as at the date of the passing of this resolution;
	(b)	the minimum price, exclusive of any expenses, which may be paid for an Ordinary share is 50 pence;
	(c)	the maximum price, exclusive of any expenses, which may be paid for each Ordinary share is an amount equal to the higher of (a) 105 per cent. of the average of the middle market quotations for an Ordinary share, as derived from the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which the Ordinary share is purchased; and (b) the amount stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation 2003;
	(d)	the authority hereby conferred shall, unless previously revoked or varied, expire at the end of the next Annual General Meeting, or eighteen months from the date of the passing of the resolution, whichever is earlier; and
	(e)	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 shares in pursuance of any such contract or contracts.
Under the Companies (Acquisition of Own Shares) (Treasury Shares) Regulations 2003 (the "Regulations"), Ordinary shares purchased by the Company out of distributable profits can be held as treasury shares, which may then be cancelled or sold for cash. The authority sought by this special resolution number 12 is intended to apply equally to shares to be held by the Company as treasury shares in accordance with the Regulations. These powers are intended to permit Directors to sell treasury shares at a price not less than that at which they were purchased.
13.	That the Directors be empowered to sell treasury shares at the higher of the prevailing current share price and the price bought in at.

17 September 2012

For further information please contact:
Albion Ventures LLP
Tel: [phone]

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Source: Albion Venture Capital Trust PLC via Thomson Reuters ONE

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