Result of AGM
Standard Life Euro Pri Eqty Tst PLC
31 January 2006
STANDARD LIFE EUROPEAN PRIVATE EQUITY TRUST PLC
RESULTS OF THE ANNUAL GENERAL MEETING HELD ON 30 JANUARY 2006
The Board are pleased to announce that at the Annual General Meeting (AGM) held
on 30 January 2006, all resolutions as detailed below were passed by
shareholders
Ordinary Resolutions
1 That the report and accounts for the year ended 30 September 2005, Directors' report,
Directors' remuneration report and the independent auditors' report be received.
2 That the Directors' remuneration report be approved.
3 That the final dividend of 1.8p per ordinary share be declared.
4 That Mr Hamish Buchan be re-elected as a Director.
5 That PricewaterhouseCoopers LLP be re-appointed as auditors and that their remuneration be
fixed by the Directors.
6 That the maximum aggregate limit of fees paid to Directors be increased to £250,000 per
annum.
7 That the authorised share capital of the company be increased to £470,000 by the creation of
40,000,000 ordinary shares of 0.2p.
8 That the Directors be authorised to allot securities up to an aggregate nominal amount of
£81,700.
Special Resolutions
9 That the Directors be authorised to allot equity shares for cash as if section 89 did not
apply (Disapplication of pre-emption rights).
10 That the Company be authorised to buyback shares up to 14.99% of the issued share capital.
11 That the revised articles of association be adopted.
PASSING OF RESOLUTIONS AT THE AGM OF THE COMPANY UNDER ORDINARY AND SPECIAL
BUSINESS (Appendix 1)
A copy of the above document has been submitted to the UK Listing Authority, and
will shortly be available for inspection at the UK Listing Authority's Document
Viewing Facility, which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
RESULTS OF THE CLASS MEETING OF THE ORDINARY SHAREHOLDERS HELD ON 30 JANUARY
2006
The Board are pleased to announce that at the Class Meeting of the ordinary
shareholders held on 30 January 2006, the extraordinary resolution as detailed
below was passed by shareholders.
Extraordinary Resolution
1 That the holders of the ordinary shareholders hereby sanction and consent to the passing of
resolution 11 contained in the notice of the AGM and to any variation or abrogation or rights
attached to the ordinary shares resulting from the passing of such resolution.
PASSING OF EXTRAORDINARY RESOLUTION AT THE CLASS MEETING OF THE ORDINARY
SHAREHOLDERS (Appendix 2)
A copy of the above document has been submitted to the UK Listing Authority, and
will shortly be available for inspection at the UK Listing Authority's Document
Viewing Facility, which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
For Standard Life European Private Equity Trust PLC
Edinburgh Fund Managers plc, Secretary
Appendix 1
ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the following resolutions were passed as ordinary
and special resolutions respectively of the Company at the fifth annual general
meeting of Standard Life European Private Equity Trust PLC (the 'Company') held
on 30 January 2006.
ORDINARY RESOLUTIONS
'6. That the maximum aggregate amount of the fees paid to, and benefits
in kind received by, the Directors for their services in the office of Director
be increased from £125,000 per annum to £250,000 per annum.
7. That the authorised share capital of the Company be increased from
£390,000 to £470,000 by the creation of 40,000,000 ordinary shares of 0.2p each,
each ranking pari passu in all respects with the existing ordinary shares of
0.2p each in the capital of the Company.
8. That, in substitution for any existing power under section 80 of the
Companies Act 1985 (the 'Act'), but without prejudice to the exercise of any
such authority prior to the date of this resolution, the Directors be and are
hereby generally and unconditionally authorised in accordance with section 80 of
the Act to exercise all the powers of the Company to allot relevant securities
(as defined in section 80(2) of the Act) up to an aggregate nominal amount of
£81,700, such authority to expire on 30 April 2007 or, if earlier, at the
conclusion of the annual general meeting of the Company to be held in 2007,
unless previously revoked, varied or extended by the Company in general meeting,
save that the Company may, at any time prior to the expiry of such authority,
make an offer or enter into an agreement which would or might require relevant
securities to be allotted after the expiry of such authority and the Directors
may allot relevant securities in pursuance of such an offer or agreement as if
such authority had not expired.'
SPECIAL RESOLUTIONS
'9. That, subject to the passing of resolution numbered 8 in the notice
of the meeting and in substitution for any existing power under section 95 of
the Companies Act 1985 (the 'Act'), the Directors be generally empowered
pursuant to section 95 of the Act to allot equity securities (within the meaning
of sections 94(2) to 94(3A) of the Act) for cash pursuant to the authority
conferred by the resolution numbered 8 in the notice of the meeting as if
section 89(1) of the Act did not apply to the allotment. This power:
(i) expires on 30 April 2007 or, if earlier, at the conclusion of the
annual general meeting of the Company to be held in 2007, but the Company may
make an offer or agreement which would or might require equity securities to be
allotted after expiry of this power and the Directors may allot equity
securities in pursuance of that offer or agreement as if this power had not
expired; and
(ii) shall be limited to:
(a) the allotment of equity securities in connection with an issue in
favour of holders of ordinary shares in the capital of the Company in proportion
(as nearly as may be practicable) to their existing holdings of ordinary shares,
but subject to such exclusions or other arrangements as the Directors deem
necessary or expedient in relation to fractional entitlements or any legal or
practical problems under the laws of any territory, or the requirements of a
regulatory body or stock exchange; and
(b) the allotment of ordinary shares for cash otherwise than pursuant to
paragraph (a) up to an aggregate nominal amount equal to £15,915.
This power applies in relation to a sale of shares which is an allotment of
equity securities by virtue of section 94(3A) of the Act as if in the first
paragraph of this resolution 9 the words 'pursuant to the authority conferred by
the resolution numbered 8 in the notice of the meeting' were omitted.
10. That, in substitution for any existing authority, the Company be
generally and unconditionally authorised, in accordance with section 166 of the
Companies Act 1985 (the 'Act'), to make market purchases (within the meaning of
section 163(3) of the Act) of ordinary shares of 0.2p each ('ordinary shares')
in the share capital of the Company, provided that:
(i) the maximum number of ordinary shares hereby authorised to be
purchased shall be 14.99 per cent. of the Company's issued ordinary share
capital as at the date on which this resolution is passed;
(ii) the minimum price which may be paid for an ordinary share shall be
0.2p;
(iii) the maximum price (exclusive of expenses) which may be paid for an
ordinary share shall be 105 per cent. of the average of the middle market
quotations (as derived from the Daily Official List) for the ordinary shares for
the five business days immediately preceding the date of purchase; and
(iv) unless previously varied, revoked or renewed, the authority hereby
conferred shall expire on 30 April 2007 or, if earlier, at the conclusion of the
annual general meeting of the Company to be held in 2007, save that the Company
may, prior to such expiry, enter into a contract to purchase ordinary shares
under such authority which will or might be executed wholly or partly after the
expiration of such authority and may make a purchase of ordinary shares pursuant
to any such contract.
11. That the regulations contained in the revised articles of association, in
the form produced to the meeting and initialled by the chairman for the purposes
of identification, be adopted as the articles of association of the Company in
substitution for and to the exclusion of all existing articles of association of
the Company.'
Appendix 2
CLASS MEETING OF ORDINARY SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the following resolution was passed as an
extraordinary resolution at a class meeting of the holders of the ordinary
shares of 0.2p each in the capital of Standard Life European Private Equity
Trust PLC (the 'Company') held on 30 January 2006.
EXTRAORDINARY RESOLUTION
'That the holders of the ordinary shares of 0.2p each in the capital of the
Company ('ordinary shares') hereby sanction and consent to:
(i) the passing and carrying into effect of resolution 11
of the Company contained in the notice of the annual general meeting of the
Company convened for 30 January 2006 (a copy of which is produced to the meeting
and signed for the purpose of identification by the chairman of the meeting);
and
(ii) any effect on, variation or abrogation and/or deemed
variation of or dealing with the rights attached to the ordinary shares which
will or may result from the passing and carrying into effect of such
resolution.'
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