RNS Number : 9340N
Pembroke VCT PLC
27 September 2019

Pembroke VCT plc

Results of Annual General Meeting

At the Annual General Meeting of Pembroke VCT plc (the “Company”) held on Thursday 26 September 2019 at 8.30am, 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 2019.

2. To approve final dividends of 3 pence per Ordinary share and 3 pence per B Ordinary share in respect of the year ended 31 March 2019 with a payment date of 31 October 2019 and a record date of 27 September 2019.

3. To receive and approve the Directors’ Remuneration Report for the year ended 31 March 2019.

4. To re‑appoint Grant Thornton UK LLP as auditor of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.

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

6. To re‑elect Jonathan Djanogly as a Director of the Company.

7. To re‑elect Laurence Blackall as a Director of the Company.

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

9. 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 s551 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 9 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 1,809,579 Ordinary shares at the date of this notice); 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 5,214,089 B Ordinary shares at the date of this notice).

Special Resolutions

10. That, in accordance with s570(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 s560 of the Act) for cash pursuant to the authorities conferred by resolution 9 above as if s561 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 s560 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.

11. That the Company be and is hereby generally and unconditionally authorised within the meaning of s701 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 Share or B Ordinary Share is an amount equal to the higher of (i) 105% of the average of the middle market quotation per Ordinary Share or B Ordinary Share taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such Ordinary Share or B Ordinary Share is to be purchased and (ii) 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 2020 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.

At the Annual General Meeting of Pembroke VCT plc (the “Company”) held on Thursday 27

Proxy votes cast were as follows:

 

Resolution

For

Against

Vote
Withheld

1

To receive the Directors’ Report and Financial Statements together with the Independent Auditor’s Report

5,855,093

0

0

2

To approve a final dividend of 3p per Ordinary share and 3p per B Ordinary share

5,855,093

0

0

3

To receive and approve the Directors’ Remuneration Report

5,841,392

13,701

0

4

To re-appoint Grant Thornton UK LLP as auditors

5,836,718

15,575

2,800

5

To authorise the Directors to fix the remuneration of the auditors

5,849,067

6,026

0

6

To re-elect Jonathan Djanogly as a director.

5,844,946

5,572

4,575

7

To re-elect Laurence Blackall as a director.

5,844,946

2,772

7,375

8

To elect David Till as a director.

5,839,684

8,034

7,375

9

To authorise the allotment and issue of Ordinary and B Ordinary shares under the DIS

5,830,707

24,386

0

10

To disapply pre-emption rights for DIS allotments

5,821,982

33,111

0

11

To authorise the Directors to buy back shares

5,799,009

56,084

0

For further details about the Company please either visit the Company’s website:

Pembroke VCT plc www.pembrokevct.com

or contact:

Pembroke Investment Managers LLP (Manager)

020 7766 2836

Andrew Wolfson

The City Partnership (UK) Limited (Company Secretary)

0131 243 7215

Doreen Nic

Cornerstone Communications

07917 080 365

Richard Acworth

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