EGM Statement

British Smaller Companies VCT PLC
04 January 2007


British Smaller Companies VCT plc 

Announcement 


At an Extraordinary General Meeting of British Smaller Companies VCT plc 
('the Company')held on 4 January 2007 the following resolutions were duly passed 
and were separately approved at meetings of the holders of the Company's 
Ordinary shares and C shares:

Ordinary Resolutions

(1) THAT the authorised share capital of the Company be and is hereby increased
from £15,000,000 to £16,500,000 by the creation of 15,000,000 ordinary shares of
10p each in the capital of the Company, having attached thereto the rights and
privileges and being subject to the limitations and restrictions set out in the
Articles of Association of the Company;

(2) THAT 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 that Section) in
connection with (i) the Offers, up to an aggregate nominal amount of £1,500,000,

(ii) an offer of securities by way of rights, (iii) the Subscription Rights
Agreement or (iv) the allotment for cash (otherwise than pursuant to
sub-paragraphs (i) to (iii) above) of equity securities up to an aggregate
nominal amount of 10% of the issued Ordinary Share capital of the Company
immediately following the final closing of the Offers and the conversion of the
'C' Shares into Ordinary Shares, during the period commencing on the passing of
this resolution and expiring on 3 January 2012 (unless previously revoked,
varied or extended by the Company in general meeting), but so that this
authority shall allow the Company to make before the expiry of this authority
offers or agreements which would or might require relevant securities to be
allotted after such expiry and that all previous authorities given to the
Directors in accordance with Section 80 of the Act be and they are hereby
revoked, provided that such revocation shall not have retrospective effect;

Special Resolutions

(3) THAT in substitution for any existing power under the Section 95 of the Act,
but without prejudice to the exercise of any such power prior to the date
hereof, the Directors be and are hereby empowered during the period commencing
on the passing of this resolution and expiring at the conclusion of the
Company's next annual general meeting, or on the expiry of 15 months following
the passing of the resolution, whichever is the earlier, (unless previously
revoked, varied or extended by the Company in general meeting pursuant to
Section 95 of the Act), to allot equity securities (as defined in Section 94(2)
to Section 94(3A) of the Act) for cash pursuant to the authority given in
accordance with Section 80 of the Act, pursuant to resolution 2 above, as if
Section 89(1) of the Act did not apply to any such allotment provided that this
power is limited to the allotment of equity securities in connection with:-

(i) the Offers;

(ii) an offer of securities by way of rights;

(iii) the Subscription Rights Agreement; and

(iv) the allotment for cash (otherwise than pursuant to sub-paragraph (i), (ii)
and (iii) above) of equity securities up to an aggregate nominal amount of 10
per cent. of the issued share capital of the Company immediately following the
final closing of the Offers and the conversion of the 'C' Shares into Ordinary
Shares,

but so that this authority shall allow the Company to make offers or agreements
before the expiry and the Directors may allot equity securities in pursuance of
such offers or agreements as if the powers conferred hereby had not so expired.

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 the words 'pursuant to the authority conferred by
resolution 2 above' were omitted;

(4) THAT in substitution for any existing authority but without prejudice to the
exercise of any such power prior to the date hereof, the Company be generally
and unconditionally authorised to make one or more market purchases (within the
meaning of Section 163(3) of the Companies Act 1985) of Ordinary Shares provided
that:

(i) the maximum aggregate number of Ordinary Shares authorised to be purchased
is such number thereof being 14.99% of the issued Ordinary Shares immediately
following the final closing of the Offers and the conversion of the 'C' Shares
into Ordinary Shares;

(ii) the maximum price which may be paid for an Ordinary Share is an amount
equal to maximum amount permitted to be paid in accordance with the rules of the
UK Listing Authority in force as at the date of purchase;

(iii) the minimum price which may be paid for an Ordinary Share is their
respective nominal value;

(iv) this authority shall take effect from 4 January 2007 and shall expire at
the conclusion of the Company's next annual general meeting, or on the expiry of
15 months following the passing of the resolution, which ever is the earlier;
and

(v) the Company may make a contract or contracts to purchase 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 Ordinary Shares in pursuance of any such contract or contracts;

(5) THAT, subject to the sanction of the High Court, the share premium account
to be created upon the issue of the Ordinary Shares issued under the Offers be
cancelled; and

(6) THAT the Articles of Association of the Company be and are hereby amended by
deleting the words, 'At the seventh annual general meeting of the Company' in
the first sentence of Article 158 thereof and replacing such words with the
following, 'At the annual general meeting of the Company held in 2012'.


END

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