Result of AGM

Downing ONE VCT plc

LEI: 213800R88MRC4Y3OIW86
Result of AGM
15 September 2010

At the Annual General Meeting (“AGM”) of Downing ONE VCT plc held on 15 September 2020, all resolutions were passed.

Details of the proxy votes in respect of the resolutions passed at the AGM received as at 10:30 a.m. on 11 September 2020, 48 hours before the time of the meeting (excluding weekends), at the receiving agent, Downing LLP, are set out below:

	For	Discretionary	Against		Withheld
Resolution No.	No. of	No. of	No. of	Total	No. of
	Votes	Votes	Votes	Votes Cast	Votes
	% of votes	% of votes	% of votes	% of votes
1	4,573,514	96,008	42,366	4,711,888	16,474
	97.06%	2.04%	0.90%	100.00%
2	3,990,384	153,817	314,396	4,458,597	269,765
	89.50%	3.45%	7.05%	100.00%
3	3,974,314	153,817	338,338	4,466,469	261,893
	88.98%	3.44%	7.58%	100.00%
4	4,629,942	66,666	31,754	4,728,362	-
	97.92%	1.41%	0.67%	100.00%
5	4,488,175	93,117	85,304	4,666,596	61,766
	96.18%	2.00%	1.82%	100.01%
6	4,283,940	93,117	171,496	4,548,553	179,809
	94.18%	2.05%	3.77%	100.00%
7	4,278,609	93,117	179,655	4,551,381	176,981
	94.01%	2.05%	3.95%	100.01%
8	4,248,135	142,932	288,237	4,679,304	49,058
	90.79%	3.05%	6.16%	100.00%
9	3,930,367	142,932	583,175	4,656,474	71,888
	84.41%	3.07%	12.52%	100.00%
10	4,161,255	129,347	388,796	4,679,398	48,964
	88.93%	2.76%	8.31%	100.00%

A copy of the resolutions passed will be submitted to the National Storage Mechanism and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism

In view of the ongoing social distancing restrictions, the AGM was held as a closed meeting. As requested, a number of queries were submitted by shareholders to the board in writing. The board commented on the issues raised as follows:

Provision for doubtful income of £2.1 million in note 5 in the Annual Report
This relates to provisions against loan stock interest from investee companies which had been recognised in the previous financial year. The provisions mainly relate to Cadbury House, Quadrate Catering and Quadrate Spa. Each of these has loan stock interest rolling up and payable at the envisaged exit date. These businesses operate in the hospitality sector and were forced to close their sites by the pandemic. The board considered it prudent to provide against the accrued loan stock interest in full while the businesses faced so much uncertainty. The Board agrees that this could have been better presented in the Annual Report and will seek to ensure this is the case in future.

Performance and Investment Adviser
The board accepts that recent performance of Downing ONE has been disappointing. With the benefit of hindsight, it is clear that at least some of the performance issues have arisen from the Company’s investment strategy and classes of assets in which it is invested, with the coronavirus pandemic having a significant impact. The board reviews the performance of the Investment Adviser on an ongoing basis and is of the opinion that retaining the current Investment Adviser remains in the best interests of shareholders at this time. The Board believes that working with the existing Investment Adviser to address issues and encouraging the Adviser to continue to develop its resources has the best prospect of improving performance for shareholders.

Directors’ remuneration levels
The board understands that this is sensitive area but believes that, with a three-person board, the overall cost of the directors’ fees in comparison to the size the company is appropriate and broadly in line with the VCT sector. Shareholders should also note that the Company has a running cost cap in place, provided by the Investment Adviser of 2.6% of net assets per annum, which is one of the lowest such caps in the VCT sector and ensures that total costs borne by shareholders are kept at a reasonable level.

Directors’ tenure and board diversity
The board believes that it has complied with the AIC Corporate Governance Code in terms of disclosures in the Annual Report but notes comments from some shareholders and will seek to enhance disclosures in future reports.

The Annual Report does not disclose the appointment dates of the directors, which are as follows:

Chris Kay                        Appointed 12/11/13
Barry Dean                     Appointed 12/11/13
Stuart Goldsmith             Appointed 13/02/96

The Board has satisfied itself that Stuart Goldsmith continues to act independently despite being a board member for more than 9 years. Stuart has overseen four changes of Investment Manager/Adviser during his time on the board of this company, which took place prior to it merging with several other VCTs to become Downing ONE VCT plc in 2013.

The Directors will, however, take on board the various comments received from shareholders when next reviewing the board structure.