3i Smaller Quoted Co's Trust PLC
12 June 2002
3i Smaller Quoted Companies Trust plc
In accordance with Chapter 9, Paragraph 9.31 of the Listing Rules, please find
detailed below the Resolutions passed as special business at the Annual General
Meeting of 3i Smaller Quoted Companies Trust plc on Wednesday 12 June 2002.
Ordinary Resolution
7 THAT pursuant to Article 90 of the Company's Articles of Association the ordinary remuneration of the
Directors (excluding amounts payable under any other provision of the Articles) shall not exceed the sum of
£100,000 per annum.
Special Resolutions
8 THAT, pursuant to Article 14(B)(1) of the Articles of Association of the Company and in substitution for any
existing authority, the Directors be generally and unconditionally authorised pursuant to section 80 of the
Companies Act 1985 to allot relevant securities (as defined in sub-section (2) of the said section 80) up to
an aggregate nominal amount of £4,791,960, such authority to expire five years after the passing of this
resolution save that the Company may, at any time prior to such expiry, make an offer or agreement which
would or might require relevant securities to be allotted after such expiry and the Directors may allot
relevant securities in pursuance of such offer or agreement as if the power conferred hereby had not
expired.
9 THAT, pursuant to Article 14(B)(2) of the Articles of Association of the Company, where they are generally
authorised for the purpose of section 80 of the Companies Act 1985, the Directors be and they are hereby
empowered pursuant to section 95 of the said Act to allot equity securities (within the meaning of section
94 of the said Act) for cash, as if section 89(1) of the said Act did not apply to any such allotment
provided that this power shall:
(a) be limited to the allotment of equity securities:
(i) in connection with an offer of securities, open for acceptance for a period fixed by the
Directors, by way of rights to holders of ordinary shares in proportion (as near as may be)
to their holdings on a record date fixed by the Directors (subject to such exclusions or
other arrangements as the Directors may deem necessary or expedient to deal with problems
under the laws of any territory or the requirements of any regulatory body or any stock
exchange in any territory or in connection with any fractional entitlements or otherwise
howsoever); and
(ii) (otherwise than pursuant to sub-paragraph (i) above) up to a maximum nominal amount of
£718,794 subject to any such allotment being at a price per share which is higher than the
net asset value per share at the time of any such allotment; and
(b) unless renewed, expire 15 months after the passing of this resolution or at the conclusion of the
next Annual General Meeting of the Company, whichever is the earlier, save that the Company may
prior to 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 such offer
or agreement as if the power conferred hereby had not expired.
10 THAT the Company be and is hereby authorised in accordance with section 166 of the Companies Act 1985 to
make market purchases (within the meaning of section 163 of the said Act) of ordinary shares provided that:
(a) the maximum number of ordinary shares hereby authorised to be purchased is 8,625,528 less the number
of ordinary shares, if any, that may be purchased by the Company prior to the passing of this
resolution;
(b) the minimum price which may be paid for an ordinary share shall be 25p;
(c) the maximum price which may be paid for an ordinary share shall be not more than 5% above the
average of the market value of the ordinary shares for the five business days before the purchase is
made; and
(d) unless renewed, the authority hereby conferred shall expire at the conclusion of the Annual General
Meeting of the Company in 2003 save that the Company may, prior to such expiry, enter into a
contract to purchase ordinary shares which will or may be completed or executed wholly or partly
after such expiry.
This information is provided by RNS
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