Amati VCT 2 plc
14 June 2012
Results of Annual General Meeting
The Company gives notice that the resolutions proposed in the Notice of Annual General Meeting dated 3 May 2012 were duly passed at the Annual General Meeting of the Company held on Thursday 14 June 2012.
The full text of the resolutions passed is:
Ordinary Resolutions
1. To receive and adopt the Directors' Report and financial statements of the Company for the financial year ended 31 January 2012 together with the Independent Auditor's Report thereon.
2. To approve the Directors' Remuneration Report for the financial year ended 31 January 2012.
3. To approve a final dividend of 3.13p per share payable on 17 July 2012 to shareholders on the register at 22 June 2012.
4. To re-appoint PKF (UK) LLP of Farringdon Place, 20 Farringdon Road, London, EC1M 3AP as auditor of the Company from the conclusion of the Meeting until the conclusion of the next annual general meeting of the Company to be held in 2013 at which financial statements are laid before the Company.
5. To authorise the directors to fix the remuneration of the auditor.
6. To re-elect Mr Mike Killingley, as a director of the Company, who is retiring by rotation.
7. To re-elect Mr Christopher Moorsom as a director of the Company, who retires as he is subject to annual re-election by shareholders in accordance with the AIC Code.
8. To elect Mr Julian Avery, as a director of the Company, who retires as he is subject to election by shareholders at the first AGM after appointment in accordance with the Company's Articles of Association.
9. To elect Mr Christopher Macdonald, as a director of the Company, who retires as he is subject to election by shareholders at the first AGM after appointment in accordance with the Company's Articles of Association.
Special Resolution
10. THAT, in substitution for existing authorities, the Company be and is hereby empowered to make one or more market purchases within the meaning of Section 701 of CA 2006, of the Ordinary Shares (either for cancellation or for the retention of treasury shares for future re-issue or transfer) provided that:
i. the maximum aggregate number of Ordinary Shares authorised to be purchased is 4,185,828 being approximately 14.99% of the issued ordinary share capital of the Company as at 3 May 2012;
ii. the minimum price which may be paid per Ordinary Share is 5p per share, the nominal amount thereof;
iii. the maximum price (exclusive of expenses) which may be paid per Ordinary Share is an amount equal to 105 per cent. of the average of the middle market quotation of such Ordinary Share taken from the London Stock Exchange daily official list for the five business days immediately preceding the day on which such Ordinary Share is to be purchased;
iv. the authority hereby conferred shall expire on the earlier of the annual general meeting of the Company to be held in 2013 and the date which is 15 months after the date on which this Resolution is passed; and
v. the Company may make a contract to purchase its own Ordinary Shares under the authority conferred by this resolution prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority, and may make a purchase of such Ordinary Shares pursuant to any such contract.
Proxy votes cast were as follows:
Resolution |
For |
Against |
Withheld |
1. Directors Report and Financial Statements and Auditor's Report |
1,144,302 |
- |
3640 |
2. Director's Remuneration Report |
1,089,832 |
32,465 |
25,645 |
3. Final dividend |
1,147,942 |
- |
- |
4. Re-appoint PKF as auditor |
1,127,069 |
10,694 |
10,179 |
5. Auditor remuneration |
1,139,314 |
5,514 |
3,114 |
6. Re-elect Mike Killingley |
1,118,831 |
7,589 |
21,522 |
7. Re-elect Christopher Moorsom |
1,117,290 |
9,130 |
21,522 |
8. Elect Julian Avery |
1,113,446 |
18,058 |
16,438 |
9. Elect Christopher Macdonald |
1,042,301 |
87,871 |
17,770 |
10. Share buy back authority |
1,048,050 |
96,565 |
3,327 |
For further information please contact Doreen Nic on 0131 243 7215 or email
vct-enquiries@amatiglobal.com.
Ends