Result of AGM

Pembroke VCT PLC

12 September 2024

 

Pembroke VCT plc (the "Company")

Results of Annual General Meeting

At the Annual General Meeting of the Company held on Thursday 12 September 2024 at 10.00am, the following resolutions were duly passed.

Ordinary Resolutions

1.   To receive the Directors' and the Independent Auditor's Reports and the Company's

      Financial Statements for the year ended 31 March 2024.

2.   To receive and approve the Directors' Remuneration Report for the year ended

      31 March 2024.

3.   To re appoint BDO LLP as auditor of the Company to hold office until the conclusion

      of the next annual general meeting at which accounts are laid before the Company.

4.  To authorise the Directors to fix the remuneration of the auditor.

5.   To elect Chris Allner as a Director of the Company.

6.   To re-elect Mark Stokes as a Director of the Company.

7.   To re-elect Louise Wolfson as a Director of the Company.

8.   To re-elect David Till as a Director of the Company.

9.   That, in accordance with article 147 of the Company's articles of association (the

      "Articles") and in addition to existing authorities, the Directors of the Company be and are

      hereby generally and unconditionally authorised in accordance with section 551 of the

      Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot and

      issue the following B Ordinary shares of 1 pence each in the capital of the Company

      ("B Ordinary Shares") pursuant to the terms and conditions of the dividend investment

      scheme adopted by the Company on 3 December 2015 and in connection with any

      dividend declared or paid in the period commencing on the date of this resolution 9 and

      ending on the later of the date of the Company's next annual general meeting or the date

      falling 15 months after the date of the passing of this resolution:

      B Ordinary Shares up to an aggregate nominal amount representing 10% of the issued

      B Ordinary Share capital from time to time (approximately 21,967,327 B Ordinary Shares

      at the date of this notice).

10. That, in addition to any existing authorities, in accordance with section 551 of the Act,

      the Directors be and are hereby generally and unconditionally authorised to exercise all

      the powers of the Company to allot:

      a. B Ordinary Shares up to an aggregate nominal amount of ￡600,000 in connection

          with offer(s) for subscription; and

      b. B Ordinary Shares up to an aggregate nominal amount representing 20% of the issued

          B Ordinary Shares from time to time; and

      that, in connection with the use of the authority, the Directors may pay commission(s)

      including in the form of fully or partly paid shares in accordance with article 9 of the

      Articles and provided that this authority shall, unless renewed, extended, varied or

      revoked by the Company, expire on the later of the date of the Company's next annual

      general meeting or the date falling 15 months after the date of the passing of this

      resolution save that the Company may, before such expiry, make offers or agreements

      which would or might require B Ordinary Shares to be allotted and the Directors may

      allot B Ordinary Shares in pursuance of such offers or agreements notwithstanding that

      the authority conferred by this resolution has expired.

Special Resolutions

      11. That, in accordance with section 570(1) of the Act, the Directors be and are hereby given

            power to allot or make offers or agreements to allot equity securities (as defined in

            section 560 of the Act) for cash pursuant to the authorities conferred by resolution 9

            above as if section 561 of the Act did not apply to any such allotment, and so that:

            a. Reference to the allotment in this resolution shall be construed with section 560

                of the Act; and

            b. The power conferred by this resolution shall enable the Company to make offers

                or agreements before the expiry of said power which would or might require equity

                securities to be allotted after the expiry of the said power and the Directors may

                allot equity securities of such offers or agreements notwithstanding the expiry of

                such power.

     12. That, in accordance with section 570(1) of the Act, the Directors be and are hereby given

           power to allot or make offers or agreements to allot equity securities (as defined in

           section 560 of the Act) for cash pursuant to the authorities conferred by resolution 10

           above as if section 561 of the Act did not apply to any such allotment, and so that:

           a. Reference to the allotment in this resolution shall be construed with section 560

               of the Act, and

           b. The power conferred by this resolution shall enable the Company to make offers or

               agreements before the expiry of the said power which would or might require equity

               securities to be allotted after the expiry of the said power and the Directors may allot

               equity securities in pursuance of such offers or agreements notwithstanding the

               expiry of such power.

     13. That the Company be and is hereby generally and unconditionally authorised within the

           meaning of section 701 of the Act to make market purchases of B Ordinary Shares

           provided that:

           (i)  the maximum number of B Ordinary Shares hereby authorised to be purchased is an

                 amount equal to 14.99% of the issued B Ordinary Share capital of the Company from

                 time to time;

           (ii) the minimum price which may be paid for a B Ordinary Share is 1 pence per share,

                 the nominal amount thereof;

          (iii) the maximum price which may be paid for a B Ordinary Share is an amount equal to

                 the higher of (a) 105% of the average of the middle market quotation per B Ordinary

                 Share taken from the London Stock Exchange Daily Official List for the five business

                 days immediately preceding the day on which such B Ordinary Share is to be

                 purchased and (b) the amount stipulated by Article 5(6) of the Market Abuse

                 Regulation;

          (iv) the authority hereby conferred shall (unless previously renewed or revoked) expire

                 on the earlier of the AGM of the Company to be held in 2025 and the date which is

                 15 months after the date on which this resolution is passed; and

          (v)   the Company may make a contract or contracts to purchase its own B Ordinary Shares

                 under this authority before the expiry of the authority which will or may be executed

                 wholly or partly after the expiry of the authority, and may make a purchase of its own

                 B Ordinary Shares in pursuance of any such contract or contracts as if the authority

                 conferred hereby had not expired.

	Resolution	% For & Discretionary	% Against	Shares Withheld
1.	Directors' and Independent Auditor's Reports and Financial Statements	99.69	0.31	11,800
2.	Directors' Remuneration Report	97.31	2.69	29,548
3.	Re-appoint BDO LLP as auditor	97.65	2.35	24,171
4.	Auditor remuneration	98.73	1.27	17,223
5.	To elect Chris Allner	98.63	1.37	108,259
6.	To re-elect Mark Stokes	99.19	0.81	63,352
7.	To re-elect Louise Wolfson	99.00	1.00	63,352
8.	Re-elect David Till	98.27	1.73	72,003
9.	Allot shares re DIS	99.44	0.56	11,800
10.	Allot shares re offer and generally	99.13	0.87	11,800
11.	Authority to disapply pre-emption rights re DIS allotments	95.70	4.30	48,273
12.	Authority to disapply pre-emption rights re offer and general allotments	95.87	4.13	48,273
13.	Share buyback authority	99.67	0.33	34,194

For further information, please contact:

Andrew Wolfson / Chris Lewis

Pembroke Investment Managers LLP (Manager)

[phone]

Robin Smeaton

The City Partnership (UK) Limited (Company Secretary)

[e-mail]

Keith Lassman

Howard Kennedy Corporate Services LLP

[e-mail] 

 

END