North Atlantic Smlr Co Inv Tst PLC
17 June 2002
North Atlantic Smaller Companies Investment Trust PLC
The Board announces that the following resolutions were passed at the
Extraordinary General Meeting held today (17 June 2002).
Ordinary Resolution- Approval of the 2002 Share Option Scheme
1. That the North Atlantic Smaller Companies Investment Trust 2002 Share
Option Scheme (the 'Scheme'), in the form produced at the Meeting and
initialled by the Chairman for the purposes of identification, be hereby
approved and adopted and that the Directors be and they are hereby
authorised to do all acts and things which they may consider necessary or
expedient to carry the Scheme into effect.
The following amendment to the resolution was agreed:
That the Directors be authorised after consultation with major shareholders
of the company to amend the terms of the Scheme (refer to Resolution 1) to
approve a more onerous performance criteria related to a market index
provided in any event that options may only be exercised if the fully
diluted net asset value of the trust (ignoring dilution on the exercise of
share options) has grown at a compound rate of five per cent. per annum
over a period of at least three years following the grant of options.
Special Resolution- Directors' authority to allot shares and disapply
pre-emption rights
2. That:
(A) the Directors be authorised to exercise all powers of the
Company to allot relevant securities generally and
unconditionally pursuant to Section 80 of the Companies Act
1985 (the 'Act') up to an aggregate nominal amount of
£50,000 in connection with the Scheme referred to in
resolution 1 above during the period from the date of this
resolution until 16th June, 2007 at which time such
authority will expire except that the Company may before the
expiry of such period make an offer or agreement in
connection with the Scheme which would or might require
relevant securities to be allotted after the expiry of such
period and the Directors may allot relevant securities in
pursuance of such offer or agreement as if the power
conferred hereby had not expired (this authority shall be in
addition to all existing authorities under Section 80 of
the Act); and
(B) the Directors be authorised to allot equity securities (as
defined by Section 94 of the Act) in connection with the
Scheme pursuant to the authority conferred on them by virtue
of paragraph (A) of this resolution as if Section 89 of the
Act did not apply to any such allotment.
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