Result of AGM

RNS Number : 5398J

Amati VCT 2 plc

29 June 2017

Amati VCT 2 plc

Results of Annual General Meeting

At the Annual General Meeting of the Company held on Wednesday 28 June 2017 at 2.00pm, the following resolutions were duly passed.

Ordinary Resolutions

1. To receive and adopt the Directors' Report and financial statements of the Company for the

financial year ended 31 January 2017 together with the Independent Auditor's Report thereon.

2. To approve the Directors' Annual Report on Remuneration for the financial year ended 31

January 2017.

3. To approve the Directors' Remuneration Policy.

4. To approve a final dividend of 4.25p per share payable on 21 July 2017 to shareholders on the register at 16 June 2017.

5. To re-appoint BDO LLP of 55 Baker Street, London, W1U 7EU 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 2018 at which financial statements are laid before the Company.

6. To authorise the directors to fix the remuneration of the auditor.

7. To re-elect Julian Avery as a director of the Company.

8. To re-elect Mike Killingley as a director of the Company.

9. To re-elect Susannah Nicklin as a director of the Company.

10. That, in substitution for any existing authorities, but without prejudice to the exercise of any such authority prior to the date of the passing of this resolution, the Directors be and hereby are authorised in accordance with section 551 of the Companies Act 2006 (the "2006 Act"), as amended, to exercise all powers of the Company to allot shares of 5p each in the capital of the Company and to grant rights to subscribe for or to convert any security into shares up to an aggregate nominal amount of £1,250,000, provided that the authority conferred by this resolution shall expire on the fifth anniversary of the date of the passing of this resolution unless renewed, varied or revoked by the Company in general meeting, save that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the board may allot relevant securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

11. That the proposed amendments to the Company's Investment Policy be approved and the revised Investment Policy as detailed in the Annual Report and Financial Statements, a copy of which is initialled for the purpose of identification by the Chairman of the Annual General Meeting and produced to the Annual General Meeting, be and is hereby approved and adopted with effect from 28 June 2017 as the Company's Investment Policy in place of its existing Investment Policy.

Special Resolutions

12. THAT in substitution for any existing authorities, the directors be and hereby are empowered pursuant to sections 570 and 573 of the Companies Act 2006 to allot or make offers or agreements to allot equity securities (which expression shall have the meaning ascribed to it in section 560 of the Act) for cash pursuant to the authority given in accordance with section 551 of the Act by resolution 10 above as if section 561(1) of the Act did not apply to any such allotment, up to an aggregate nominal amount of £1,250,000. The authority hereby conferred by this resolution shall expire (unless previously renewed or revoked) on the earlier of the date of the annual general meeting of the Company to be

held in 2018 and the date which is 15 months after the date on which this resolution is passed.

13. 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 the Act, 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 such number thereof being 14.99% of the issued ordinary share capital of the Company as at the date of this resolution;

(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% 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 2018 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.

14. THAT the Company may send or supply documents or information to shareholders by

making them available on a website or other electronic means.

	Resolution	For & Discretionary	Against	Withheld
1.	Directors' Report and Financial Statements and Auditor's Report	1,700,835	6,539	0
2.	Directors' Remuneration Report	1,653,777	35,057	18,540
3.	Directors' Remuneration Policy	1,643,176	38,509	25,689
4.	Final dividend of 4.25p	1,707,374	0	0
5.	Re-appoint BDO LLP as auditor	1,687,517	16,743	3,114
6.	Auditor remuneration	1,696,415	7,845	3,114
7.	Re-elect Julian Avery	1,678,209	23,728	5,437
8.	Re-elect Mike Killingley	1,689,580	12,357	5,437
9.	Re-elect Susannah Nicklin	1,690,207	10,714	6,453
10.	Allot shares	1,577,633	126,627	3,114
11.	Amend Investment Policy	1,690,867	7,573	8,934
12.	Authority to dispply pre-emption rights	1,532,583	167,769	7,022
13.	Share buyback authority	1,568,144	136,907	2,323
14.	Documents by website or other electronic means	1,534,465	108,430	64,479