Results of General Meeting

RNS Number : 3059M

Amati VCT 2 plc

26 April 2018

Amati VCT 2 plc

At a general meeting of Amati VCT 2 plc (the "Company") held at the offices of Mattioli Woods plc, Third Floor, 87/89 Baker Street, London W1U 6RJ on 26 April 2018 at 2.30 pm the following special resolutions were duly passed:

Special Resolutions

1. Authority to allot Ordinary Shares in connection with the Scheme

THAT, subject to and conditional upon the scheme for the reconstruction and winding up of Amati VCT plc (as described in the circular to shareholders of the Company (the "Circular") dated 9 March 2018 of which this notice forms part) (the "Scheme") becoming unconditional in all respects (other than as regards any condition relating to the passing of this resolution) and in addition to any existing authority, the directors of the Company (the "Directors") be and are hereby unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot ordinary shares in the Company (the "Ordinary Shares") and to grant rights to subscribe for or to convert any security into shares in the Company, such authority being limited to the allotment of (or the grant of rights to subscribe for or to convert any security into) Ordinary Shares with an aggregate nominal value of up to £2,750,000 for the purposes of the Scheme, such authority to expire on 30 June 2018 and to be without prejudice to any other allotment authority otherwise granted or exercised.

2. Authority for the disapplication of pre-emption rights

THAT, subject to and conditional upon the Scheme becoming unconditional in all respects and in addition to any existing authority, the Directors be and are hereby generally and unconditionally authorised in accordance with section 570 of the Act to allot equity securities (as defined in section 560 of the Act) wholly for cash, pursuant to the authority referred to in resolution 1 above or by way of a sale of treasury shares, as if section 561(1) of the Act did not apply to any such allotment, such power to expire (unless previously revoked, varied, renewed or extended by the Company in general meeting) on the expiry of 15 months from the passing of this resolution save that the Company may at any time prior to the expiry of such power make an offer or enter into an agreement which would or might require shares to be allotted after the expiry of such power and the Directors are authorised to allot equity securities in pursuance of such an offer or agreement as if such power had not expired.

3. Cancellation of the share premium account

THAT, subject to the confirmation of the High Court (the "Court") and subject also to any undertaking required by the Court: (i) the share capital of the Company be reduced by cancelling the Company's entire share premium account as at the date of the final hearing before the Court at which confirmation of the said cancellation is sought; which shall include any share premium arising as a result of the issue of Ordinary Shares pursuant to the Offers or the Merger (both as defined in the Circular) or otherwise; and (ii) the credit thereby arising in the Company's books of account from the cancellation of the Company's share premium account pursuant to paragraph (i) of this resolution be applied in crediting a distributable reserve (to be designated the "Distributable Capital Reserve") to be established in the Company's books of account which shall be able to be applied in any manner in which the Company's profits available for distribution (as determined in accordance with the Companies Act 2006 and The Companies (Reduction of Share Capital) Order 2008) are able to be applied, including buying back shares, writing off losses and enhancing the ability to make distributions.

4. Change of Name

THAT the registered name of the Company be changed to Amati AIM VCT.

5. Amendment to Articles of Association

THAT the existing articles of association of the Company be amended by deleting article 103 and replacing it with the following new article 103: "The Directors of the Company (other than alternate Directors) shall be paid such remuneration (by way of fee) for their services as may be determined by the Board save that unless otherwise approved by ordinary resolution of the Company in general meeting the aggregate of the remuneration (by way of fee) of all of the Directors shall not exceed £120,000 per annum. Such remuneration shall be deemed to accrue from day to day, shall be divided between the Directors as they shall agree, or, failing agreement, equally and shall be distinct from and additional to any remuneration or other benefits which may be paid or provided to any Director pursuant to any other provision of these Articles. The Directors shall also be entitled to be repaid all travelling, hotel and other expenses of travelling to and from Board meetings, committee meetings, general meetings or otherwise incurred while engaged on the business of the Company."

	Resolution	For & Discretionary	Against	Withheld
1.	Allot ordinary shares	7,861,252	56,206	59,859
2.	Disapplication of pre-emption rights	7,861,540	56,206	59,571
3.	Cancellation of share premium account	7,865,760	56,206	55,351
4.	Change of name	7,875,967	56,206	45,144
5.	Amendments to Articles	7,657,705	172,341	147,271