TIDMVEN2 TIDMVNC TIDMVND
RNS Number : 6061I
Ventus 2 VCT PLC
09 August 2019
Ventus 2 VCT plc
Results of AGM and poll
The Annual General Meeting of Ventus 2 VCT plc was duly convened
and held at 12.30pm on Thursday 8 August 2019 at the offices of
Howard Kennedy LLP, No. 1 London Bridge, London, SE1 9BG. The
results are as follows.
Resolutions 1 to 5 were duly passed on a show of hands as
ordinary resolutions and resolution 16 was duly passed on a show of
hands as a special resolution:
Ordinary Business
1. To receive the Company's audited Annual Report and Financial
Statements for the year ended 28 February 2019.
2. To declare a final dividend of 3.50p per ordinary share,
5.00p per "C" share and 2.50p per "D" share in respect of the year
ended 28 February 2019.
3. To approve the Directors' Remuneration Report for the year ended 28 February 2019.
4. To re-appoint BDO LLP as Auditor of the Company to hold
office until the conclusion of the next AGM at which accounts are
laid before the Company.
5. To authorise the Directors to determine the remuneration of the Auditor.
Special Business
16. That the Company be and is hereby generally and
unconditionally authorised to make market purchases, within the
meaning of Section 693(4) of the Companies Act 2006 (the "Act"), of
ordinary shares of 25p each, "C" shares of 25p each and "D" shares
of 25p each in the capital of the Company provided that:
(i) The maximum aggregate numbers of shares hereby authorised to
be purchased are 3,656,459 ordinary shares, 1,698,233 "C" shares
and 298,415 "D" shares, representing 14.99% of the current issued
share capital of each class;
(ii) The minimum price which may be paid for a share is 25p per share;
(iii) The maximum price, exclusive of any expenses, which may be
paid for a share is an amount equal to the higher of; (a) 105% of
the average of the middle market prices shown in the quotations for
a share in The London Stock Exchange Daily Official List for the
five business days immediately preceding the day on which that
share is purchased; and (b) the amount stipulated by Article 5(1)
of the Buy-back and Stabilisation Regulation 2003;
(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 2020 and the date which is 18 months after the date
on which this resolution is passed; and
(v) The Company may make a contract or contracts to purchase its
own 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 shares in
pursuance of any such contract or contracts as if the authority
conferred hereby had not expired.
The table below indicates the proxy votes cast in advance of the
meeting for each of the resolutions passed on a show of hands.
Resolution For Against Withheld
Directors Report and Financial statements
1. and Auditor's Report 15,722,421 802,594 405,506
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Final dividend 3.50p per ordinary
share, 5.00p per "C" share and 2.50p
2. per "D" share 15,896,598 817,962 213,921
------------------------------------------ ----------- ---------- ---------
3. Directors' Remuneration Report 15,274,328 1,156,105 493,918
------------------------------------------ ----------- ---------- ---------
4. Re-appoint BDO LLP as auditor 15,710,315 1,031,149 189,057
------------------------------------------ ----------- ---------- ---------
5. Remuneration of auditor 15,804,243 941,975 184,303
------------------------------------------ ----------- ---------- ---------
16. Buy back shares 15,283,650 1,145,721 545,621
------------------------------------------ ----------- ---------- ---------
A poll was called on resolutions 6 to 15, the following
resolutions were passed as ordinary resolutions on the results of
the poll vote:
6. To re-elect Alan Moore as a Director of the Company who
retires in accordance with the Company's articles of association
and, being eligible, offers himself for re-election.
7. To re-elect Paul Thomas as a Director of the Company who
retires in accordance with the Company's articles of association
and, being eligible, offers himself for re-election.
8. To elect Jane Tozer as a Director of the Company.
Requisitionist resolution:
13. That, pursuant to section 168 of the Companies Act 2006 and
article 73.1 of the Company's articles of association, Paul Scott
Thomas be and is hereby removed as a director of the Company.
The Board wishes to thank both Colin Wood, who retired at the
conclusion of the AGM, and Paul Thomas for their much-valued
service and advice to the Board and the Company since its
formation.
The full results of the poll are below.
Resolution For Against Withheld
6. Re-elect Alan Moore 10,919,974 8,147,402 458,533
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7. Re-elect Paul Thomas 10,328,856 8,738,045 459,060
--------------------------------------- ----------- ----------- ---------
8. Elect Jane Tozer 10,807,129 7,994,178 727,152
--------------------------------------- ----------- ----------- ---------
9. Appoint Nicholas Curtis 9,477,213 9,618,481 442,806
--------------------------------------- ----------- ----------- ---------
10. Appoint Matteo Maino 8,892,684 10,176,083 447,153
--------------------------------------- ----------- ----------- ---------
11. Appoint Michael Carter 8,931,295 10,137,472 447,153
--------------------------------------- ----------- ----------- ---------
12. Remove Alan Moore 8,730,519 10,347,744 447,646
--------------------------------------- ----------- ----------- ---------
13 Remove Paul Thomas 9,558,621 9,512,196 445,103
--------------------------------------- ----------- ----------- ---------
14. Remove Colin Wood 9,046,406 10,012,907 456,607
--------------------------------------- ----------- ----------- ---------
Company to pay expenses of circulation
15. of requisitionist resolutions 9,166,008 9,459,486 548,690
--------------------------------------- ----------- ----------- ---------
The Board notes that while resolutions 6 and 8 were passed and
Alan Moore and Jane Tozer remain on the Board, a number of
shareholders opposed these resolutions. The Board are disappointed
with this outcome and will seek to reflect carefully on feedback
from shareholders to understand more fully the reasons for the
opposition to these resolutions.
An update on the consultation process will be made in accordance
with the UK Corporate Governance Code, within six months of the
AGM.
In line with the Board's recommendation the following
Requisitioned Resolutions (resolutions 9 to 12, 14 and 15 were not
passed following the results of the poll. For reference the full
text of resolutions 9 to 12, 14 and 15 are stated below.
Requisitioned Resolutions
9. That Nicholas Curtis, having consented to act, be and is
hereby appointed as a director of the Company.
10. That Matteo Maino, having consented to act, be and is hereby
appointed as a director of the Company.
11. That Michael Carter, having consented to act, be and is
hereby appointed as a director of the Company.
12. That, pursuant to section 168 of the Companies Act 2006 and
article 73.1 of the Company's articles of association, Alan
Geoffrey Moore be and is hereby removed as a director of the
Company.
14. That, pursuant to section 168 of the Companies Act 2006 and
article 73.1 of the Company's articles of association, Colin Wood
be and is hereby removed as a director of the Company.
15. That, in accordance with the provisions of section 316 (2)
(a) and 340 (2) (a) of the Companies Act 2006, the expenses of the
Company in complying with sections 315 and 339 of the Companies Act
2006 in respect of the above resolutions (and accompanying
statement contained in the Appendix to this notice) be paid by the
Company (rather than the members who requested circulation of the
same) (and, to the extent that any sum has been paid by those
members to the Company in accordance with sections 316(2)(b) and/or
340 (2)(b) of the Companies Act 2006, such sum shall be reimbursed
to those members).
For further information, please contact: The City Partnership
(UK) Limited on 0131 243 7215
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END
RAGUGUAPRUPBGWB
(END) Dow Jones Newswires
August 09, 2019 09:27 ET (13:27 GMT)
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