ALBION TECHNOLOGY & GENERAL VCT PLC (the "Company") (Registered No. 04114310) NOTICE OF RESOLUTIONS
At a General Meeting of Albion Technology & General VCT PLC, duly convened and held virtually at 11.00 a.m. on 11 December 2024 the following resolutions were duly passed:
Resolution 1 (Ordinary Resolution)
- 1. That:
- 1.1 the acquisition of the assets and liabilities of Albion KAY VCT PLC (KAY) on the terms set out in the circular to shareholders of the Albion Enterprise VCT PLC, Albion Development VCT PLC, Albion KAY VCT PLC, Albion Crown VCT PLC, Albion Venture Capital Trust PLC and the Company dated 12 November 2024 (a copy of which is produced to the meeting and initialled for the purpose of identification by the chair of the meeting (Circular)) be and hereby is approved; and
- 1.2 in addition to existing authorities, the directors of the Company be and hereby are generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (Act) to exercise all the powers of the Company to allot ordinary shares of 1 penny each in the capital of the Company up to an aggregate nominal amount of £1,750,000 in connection with the AATG/KAY Scheme (as defined in the Circular), provided that the authority conferred by this paragraph 1.2 shall expire 15 months following the date of the passing of this resolution (unless renewed, varied or revoked by the Company in general meeting).
Resolution 2 (Special Resolution).
- 2. That, in addition to existing authorities and the authority conferred by paragraph 1.2 of Resolution 1:
- 2.1 the directors of the Company be and hereby are generally and unconditionally authorised pursuant to section 551 of the Act to exercise all the powers of the Company to allot ordinary shares of 1 penny each in the capital of the Company (Shares) and to grant rights to subscribe for, or convert, any security into Shares (Rights) up to an aggregate nominal value of £500,000, provided that the authority conferred by this paragraph 2.1 shall (unless renewed, varied or revoked by the Company in general meeting) expire on the date falling 15 months after the passing of this resolution or, if earlier, at the conclusion of the annual general meeting of the Company to be held in 2025, but so that this authority shall allow the Company to make before the expiry of this authority offers or agreements which would or might require Shares to be allotted or Rights to be granted after such expiry and the directors of the Company shall be entitled to allot Shares or grant Rights pursuant to any such offers or agreements as if the authority conferred by this resolution had not expired; and
- 2.2 the directors of the Company be and hereby are empowered in accordance with sections 570 and 573 of the Act to allot or make offers or agreements to allot equity securities (as defined in section 560(1) of the Act) for cash, pursuant to the authority conferred upon them by paragraph 2.1 of this resolution, or by way of a sale of treasury shares, as if section 561(1) of the Act did not apply to any such sale or allotment, provided that the power conferred by paragraph 2.1 of this resolution shall be limited to the allotment of equity securities with an aggregate nominal value of up to, but not exceeding, £500,000 in connection with offer(s) for
subscription, where the proceeds of the allotment may be used, in whole or in part, to purchase the Company's Shares in the market and provided that this authority shall (unless renewed, varied or revoked by the Company in general meeting) expire on the date falling 15 months after the passing of this resolution or, if earlier, on the conclusion of the annual general meeting of the Company to be held in 2025, except that the Company may, before the expiry of this authority, make offers or agreements which would or might require equity securities to be allotted after such expiry and the directors of the Company may allot equity securities in pursuance of such offers or agreements as if the power conferred by this resolution had not expired.
Resolution 3 (Special Resolution).
3. That the share premium account of the Company and the capital redemption reserve of the Company be cancelled.
For Albion Capital Group LLP, Corporate Company Secretary on behalf of Albion Technology & General VCT PLC Dated: 11 December 2024