General Meeting Statement

General Meeting Statement

At a General Meeting of holders of Ordinary shares of Albion Technology & General VCT PLC, duly convened and held at the City of London Club, 19 Old Broad Street, London on the 22 day of June 2012 the following Ordinary and Special resolutions were passed.

To consider and, if thought fi t, to pass the following resolutions, of which numbers 1 and 2 will be proposed as Ordinary resolutions and numbers 3 and 4 as special resolutions.

Ordinary Resolution

1. That the amount of £4,073,164 representing the difference between the aggregate nominal value of the C shares cancelled and the aggregate nominal value of the ordinary shares issued arising as a result of the conversion undertaken on 31 March 2011 pursuant to article 4.2 of the Articles of Association of the Company be applied in paying up a single Deferred Share of £4,073,164, such Deferred Share to be issued to Albion Ventures LLP. The Deferred Share shall have no voting rights, no right to receive a dividend or any other form of income from the Company and shall be entitled to receive on a winding-up or other repayment of capital the sum of £0.01 (once each and every Ordinary share of the Company shall have received not less than £1 million per share). The Company shall be entitled to cancel the Deferred Share without the consent of the holder of that share and without making any payment to holder.

2. That the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the "Act") to allot one deferred share of a nominal value of £4,073,164 pursuant to the passing of resolution 1 provided that this authority shall expire 18 months from the date that this resolution is passed, or, if earlier, the conclusion of the next annual general meeting of the Company but so that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry and the Directors may allot shares or grant rights to subscribe for or convert securities into shares pursuant to such an offer or agreement as if this authority had not expired.

The following items of Special business were passed (noted below by resolution number).

Special Resolution

3. That, subject to, pursuant to the authority and conditional on the passing of resolution 2, the Directors be empowered, pursuant to section 570 of the Act, to allot equity securities (within the meaning of s560 of the Act) for cash pursuant to the authority conferred by resolution 2 as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of one deferred share of a nominal value of £4,073,164.

This authority shall expire 18 months from the date that this resolution is passed or, if earlier, the conclusion of the next annual general meeting of the Company, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such an expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if this power had not expired.

4. That:

(a) the share capital of the Company be reduced by cancelling and extinguishing 49 pence of the amount paid up or credited as paid up on each of the Ordinary shares of 50 pence each in the capital of the Company which are in issue at 6 pm on the day before the date of the final hearing of the Company's application to reduce its share capital and cancel its capital redemption reserve and share premium account (the "Final Hearing");

(b) the share capital of the Company be reduced by cancelling and extinguishing for no consideration the Deferred Share of £4,073,164; and

(c) the amount standing to the credit of capital redemption and share premium account of the Company at 6pm on the day before the date of the Final Hearing be and is hereby cancelled.


23 June 2012

For further information please contact:
Albion Ventures LLP
Tel: 020 7601 1850




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Source: Albion Technology & General VCT PLC - Ordinary Shares via Thomson Reuters ONE

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