BRITISH SMALLER COMPANIES VCT PLC

AGM Information • Jul 29, 2011

Company Number 3134749

THE COMPANIES ACT 1985

COMPANY LIMITED BY SHARES

SPECIAL RESOLUTIONS

of

BRITISH SMALLER COMPANIES VCT plc

Passed the 29th day of July 2011

At an Annual General Meeting of the above named Company duly convened and held at 33 St James Square, London, SW1Y 4JS on the 29th day of July 2011 the following resolutions were duly considered and passed as ordinary and special resolutions of the Company:-

ORDINARY RESOLUTION

8 That the directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £378,831 representing approximately 10% of the share capital in issue as at 13 June 2011 provided that this authority shall, unless renewed, varied or revoked by the Company, expire on the earlier of the date which is 15 months from the date hereof or the date of the next annual general meeting of the Company, 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 subscribe for or to convert any security into shares to be granted, after such expiry. All previous authorities to allot given to the directors, other than the authority granted pursuant to resolution 3 (authority to allot shares in respect of the dividend reinvestment scheme) at the general meeting of the Company held on 11 January 2011, be and are hereby revoked provided that such revocation shall not have retrospective effect.

SPECIAL RESOLUTIONS

9 That the directors be and are hereby empowered in accordance with section $570(1)$ of the Companies Act 2006 during the period commencing on the passing of this resolution and expiring, unless renewed, varied or revoked by the Company, on the earlier of the conclusion of the Company's next annual general meeting or the expiry of 15 months following the passing of this resolution, to allot equity securities (as defined in section 560 of the Companies Act 2006) for cash pursuant to the general authority conferred upon the directors in resolution 8 above, or by way of a sale of treasury shares, as if section 561 of the Companies Act 2006 did not apply to such allotment provided that this power is limited to the allotment of equity securities in the Company up to an aggregate nominal amount of 10% of the issued share capital of the Company as at 13 June 2011, but so that this authority shall allow the Company to make offers or agreements before the expiry and the directors may allot equity securities in pursuance

$\mathbf{1}$

of such offers or agreements as if the powers conferred hereby had not so expired. This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section $560(2)$ of the Companies Act 2006 as if in this resolution the words "pursuant to the general authority conferred upon the directors in resolution 8 above" were omitted. All previous authorities granted to the directors to allot equity securities as if Section 561 of the Companies Act 2006 did not apply, other than the authority granted pursuant to resolution 5 (authority to disapply Section 561 to the allotment of equity securities in connection with the dividend reinvestment scheme) at the general meeting of the Company held on 11 January 2011, be and are hereby revoked provided that such revocation shall not have retrospective effect.

• 10 That in substitution for any existing authority but without prejudice to the exercise of any such power prior to the date hereof, the Company be generally and unconditionally authorised to make one or more market purchases (within the meaning of Section 693(4) of the Companies Act 2006) of Ordinary shares of 10.0p in the capital of the Company provided that:
• $(i)$ the maximum aggregate number of Ordinary shares that may be purchased is 5,354,699 being 14.99% of the issued Ordinary shares as at 13 June 2011;
• the maximum price which may be paid for an Ordinary share is an amount equal to the $(ii)$ maximum amount permitted to be paid in accordance with the rules of the UK Listing Authority in force as at the date of purchase;
• (iii) the minimum price which may be paid for an Ordinary share is its nominal value;
• (iv) this authority shall take effect from 29 July 2011 and shall expire at the conclusion of the Company's next Annual General Meeting or on the expiry of 15 months following the passing of the resolution, whichever is the earlier; and
• $(v)$ the Company may make a contract or contracts to purchase Ordinary shares under this authority before the expiry of the authority which will or may be executed wholly or partly after the expiry of the authority, and may make a purchase of Ordinary shares in pursuance of any such contract or contracts.

Chairman

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