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ALBION TECHNOLOGY & GENERAL VCT PLC

Proxy Solicitation & Information Statement Apr 3, 2012

4804_agm-r_2012-04-03_6d48e7e2-5c62-4f48-95a3-8d953e94a1fc.pdf

Proxy Solicitation & Information Statement

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Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 22 June 2012

To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 20 June 2012 at 12.30 pm.

Explanatory Notes:

  • 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
  • 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0870 873 5854 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
  • 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

  • 4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

  • 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
  • 6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0870 873 5854 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
  • 7. Any alterations made to this form should be initialled.
  • 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

MR A SAMPLE < Designation> Additional Holder 1 Additional Holder 2 Additional Holder 3 Additional Holder 4

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

Please use a black pen. Mark with an X

C0000000000

I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Albion Technology & General VCT PLC to be held at the City of London Club, 19 Old Broad Street, London EC2N 1DS on 22 June 2012 at 12.30 pm, and at any adjourned meeting.

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).
Please mark here to indicate that this proxy appointment is one of multiple appointments being made.
Vote
Vote inside the box as shown in this example. Vote
Ordinary Resolutions For Against Withheld For Against Withheld
1. To receive and adopt the Company's accounts for the year ended
31 December 2011 together with the report of the Directors and
Auditor.
10.
Special Resolution
To authorise that the Company be authorised to send all
documents, notices and information to shareholders by electronic
means on an "opt in" basis.
2. To approve the Directors' remuneration report for the year ended
31 December 2011.
11.
Ordinary Resolution
To authorise that the Company amend its existing Articles of
Association by deleting the present Article 4.1 setting out the
authorised share capital of the Company.
3. To re-elect Dr Neil Cross as a Director of the Company. 12. To authorise the Directors to allot relevant securities.
4. To re-elect Lt. Gen Sir Edmund Burton as a Director of the
Company.
Special Resolutions
13.
To authorise the Directors to disapply pre-emption rights.
5. To re-elect Michael Hart as a Director of the Company. 14. To authorise that the Company be able to make market purchases
of Ordinary shares in the Company.
6. To re-elect Mr Patrick Reeve as a Director of the Company. 15.
shares.
To authorise that the Directors be empowered to sell treasury
7. To re-appoint PKF (UK) LLP as Auditor of the Company to hold
office from conclusion of the meeting to the conclusion of the next
meeting at which the accounts are to be laid.
16.
Intention To Attend
To reduce share capital and cancel capital redemption and share
premium reserves of the Company.
8. To authorise the Directors to agree the Auditor's remuneration. Please indicate if you intend to attend the AGM
9. To approve the continuance of the Company as a venture capital
trust.
I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.
Signature Date
In the case of a corporation, this proxy must be given under its
common seal or be signed on its behalf by an attorney or officer duly
authorised, stating their capacity (e.g. director, secretary).

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