Pembroke VCT plc
Results of Annual General Meeting
At the Annual General Meeting of Pembroke VCT plc (the “Company”) held on Thursday 7 September 2017 at 9.30am, the following resolutions were duly passed:
1. To receive the Directors’ and the Independent Auditor’s Reports and the Company’s financial statements for the year ended 31 March 2017.
2. To approve final dividends of 2 pence per Ordinary share and 2 pence per B Ordinary share in respect of the year ended 31 March 2017 with a payment date of 26 October 2017 and a record date of 22 September 2017.
3. To approve the Directors’ Remuneration Policy.
4. To receive and approve the Directors’ Remuneration Report for the year ended 31 March 2017.
5. To re-appoint Grant Thornton UK LLP as auditors of the Company to hold office until the conclusion of the next annual general meeting at which accounts are laid before the Company.
6. To authorise the Directors to fix the remuneration of the auditor.
7. To re-elect Peter Dubens as a Director of the Company.
8. To re-elect Jonathan Djanogly as a Director of the Company.
9. To re-elect Laurence Blackall as a Director of the Company.
10. That, in accordance with article 147 of the Company’s Articles of Association and in addition to existing authorities, the Directors of the Company be and 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 Ordinary and 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 10 and ending on the date of the next AGM or the date falling 15 months after the date of the passing of this resolution:
a. Ordinary shares of 1 pence each in the capital of the Company (“Ordinary Shares”) up to an aggregate nominal amount representing 10% of the issued Ordinary Share capital from time to time (approximately 1,809,317 Ordinary shares); and
b. B Ordinary shares of 1 pence each in the capital of the Company (“B Ordinary Shares”) up to an aggregate nominal amount representing 10% of the issued B Ordinary Share capital from time to time (approximately 2,534,673 B Ordinary shares).
11. That, in accordance with section 570(1) of the Act, the Directors be and are hereby given power to allot or make offer 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 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 the Company be and is hereby generally and unconditionally authorised within the meaning of Section 701 of the Act to make market purchases of Ordinary and B Ordinary Shares of 1 pence each in the capital of the Company (“Ordinary and B Ordinary Shares”) provided that:
(i) the maximum number of Ordinary and B Ordinary Shares hereby authorised to be purchased is an amount equal to 14.99% of the issued Ordinary and 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 an Ordinary or B Ordinary Share is 1 pence per share, the nominal amount thereof;
(iii) the maximum price which may be paid for an Ordinary or B Ordinary Share is an amount equal to 105% of the average of the middle market prices shown in the quotations for an Ordinary or B Ordinary Share as applicable in The London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that share is purchased;
(iv) the authority hereby conferred shall (unless previously renewed or revoked) expire on the earlier of the annual general meeting of the Company to be held in 2018 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 Ordinary or 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 Ordinary or B Ordinary Shares in pursuance of any such contract or contracts as if the authority conferred hereby had not expired.
Proxy votes cast were as follows:
Resolution For Against Vote
1 To receive the Directors’ Report and Financial Statements together with the Independent Auditor’s Report 5,760,103 0 0
2 To approve a final dividend of 2p per Ordinary share and 2p per B Ordinary share 5,760,103 0 0
3 To approve the Directors’ Remuneration Policy 5,730,299 6,468 23,336
4 To receive and approve the Directors’ Remuneration Report 5,741,383 0 9,386
5 To re-appoint Grant Thornton UK LLP as auditors 5,746,101 9,386 4,616
6 To authorise the Directors to fix the remuneration of the auditors 5,760,103 0 0
7 To re-elect Peter Dubens as a Director of the Company 5,739,633 15,854 4,616
8 To re-elect Jonathan Djanogly as a Director of the Company 5,733,071 22,416 4,616
9 To re-elect Laurence Blackall as a Director of the Company 5,749,019 6,468 4,616
10 To authorise the Directors to allot shares 5,726,642 19,124 14,337
11 To renew the Directors’ authority to disapply pre-emption rights 5,556,411 179,288 24,404
12 To authorise the Directors to buy back shares 5,672,384 68,211 19,508
For further information, please contact:
Pembroke VCT plc
+44 20 7766 6900
+44 7917 080 365
Oakley Investment Managers LLP (Manager)
+44 20 7766 6900
Andrew Wolfson / Simon Male
The City Partnership (UK) Limited (Company Secretary)
+44 131 510 7465