Results of General Meeting

RNS Number : 5738Z

Amati VCT 2 plc

08 March 2013

Amati VCT 2 plc

Results of General Meeting 7 March 2013

At a General Meeting of the Company held on Thursday 7 March 2013 at 1.30pm the following resolutions were duly passed.

The full text of the resolutions passed is:

Ordinary Resolution

1. That, in substitution for any existing authorities, but without prejudice to the exercise of any such authority prior to the date of the passing of this resolution, the Directors be and hereby are authorised in accordance with section 551 of the Companies Act 2006 (the "2006 Act"), as amended, to exercise all powers of the Company to allot shares of 5p each in the capital of the Company and to grant rights to subscribe for or to convert any security into shares up to an aggregate nominal amount of £1,250,000, provided that the authority conferred by this resolution shall expire on the fifth anniversary of the date of the passing of this resolution unless renewed, varied or revoked by the Company in general meeting, save that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the board may allot relevant securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired, and that the terms of the Offer (including the ESBRF) and DRIS and in particular the proposed issue price of the new shares issued pursuant to the Offer (including the ESBRF) and DRIS as set out in and as such terms are defined in the prospectus and circular sent to shareholders of the Company and dated 6 February 2013 be and are specifically approved.

Special Resolutions

2. That in substitution for any existing authorities, the Directors be and hereby are empowered pursuant to sections 570 and 573 of the 2006 Act to allot or make offers or agreements to allot equity securities (which expression shall have the meaning ascribed to it in section 560 of the 2006 Act) for cash pursuant to the authority given in accordance with section 551 of the 2006 Act by resolution 1 above as if section 561(1) of the 2006 Act did not apply to such allotments, providing that the power provided by this resolution 2 shall expire on the first anniversary of the date of the passing of this resolution unless renewed, varied or revoked by the Company in general meeting and that such authority be restricted to:

a) the issue of shares pursuant to the Offer (including the ESBRF) as set out in the prospectus and circular sent to shareholders of the Company and dated 6 February 2013 up to a maximum aggregate subscription amount of £15,000,000 and where the proceeds of such issue may be used in whole or in part to finance the purchase of shares pursuant to resolution 3 below; and

b) the issue of shares pursuant to the Dividend Re-investment Scheme as set out in the prospectus and circular sent to shareholders of the Company and dated 6 February 2013 up to a maximum aggregate subscription amount of £2,000,000.

3. That the Company be and hereby is empowered to make one or more market purchases within the meaning of Section 701 of the 2006 Act of its own shares for cancellation, including under the ESBRF as defined in and on the terms set out in the prospectus and circular sent to shareholders of the Company and dated 6 February 2013, provided in each case that:

a) the maximum aggregate number of shares authorised to be purchased is such number of shares equal to 24.99% of the issued share capital of the Company as at the date of passing of this resolution;.

b) the minimum price which may be paid per share is its nominal value (5p);

c) the maximum price which may be paid per share is an amount equal to 105% of the average of the middle market quotation of such share taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that share is to be purchased;

d) the authority hereby conferred by this resolution 3 shall expire on the earlier of (i) the conclusion of the next annual general meeting of the Company and (ii) the expiry of 18 months following the passing of this resolution unless such authority is renewed prior to such time; and

(e) the Company may make a contract to purchase shares under the authority conferred by this resolution prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority, and may make a purchase of such shares pursuant to any such contract or contracts.

Proxy votes cast were as follows:

Resolution	For	Against	Withheld
1. Authority to allot shares	550,410	5,273	17,297
2. Authority to disapply pre-emption rights	545,245	9,983	17,752
3. Share buy back authority	516,537	40,003	16,440