(Company Number 0594126U
Hargreave HaleAlM VCT2 plc ("the Company'')
Notice of Resolutions Passed
The Annual General Meeting of the Company was held on 12 July 2016 at 10.30 a.m. at Accurist House, 44 Baker Street, London WlU 7AL.
The following resolutions were duly passed:
Ordinary Business
It t ,., I
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- To receive and, if thought fit, to accept the reports of the directors and auditor and the audited financial statements for the year ended 29 February 2016;
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- To receive and approve the Directors' Remuneration Report for the year ended 29 February 2016;
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- To approve the Directors' Remuneration Policy, the full text of which is contained in the ,.. Directors' Remuneration Report for the year ended 29 February 2016;
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- To re-appoint BDO LLP as auditors to the Company and to authorise the directors to determine their remuneration;
- To re-elect Giles Hargreave as a director of the Company; 5.
- To re-elect Davld Hurst-Brown as a director of the Company; 6.
- To approve a final dividend of 4.00 pence per ordinary share in respect of the year ended 29 February 2016. 7.
SpeGlal BuEiness
Ordinary Reso/ufions
- THAT, the directors be and are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 ("the Acf') to exercise all the povvers of the Company to allot ordinary shares of 1p each in the capital of the Company ("Ordinary Shares') and to grant rights to subscribe for or convert any securig into Ordinary Shares in the Company ('Rights") up to an aggregate nominal value of €180,000, this authority to expire on the earlier of the conclusion of the Company's next annual general meeting in 2017 and the expiry of 15 months from the passing of this resolution (unless previously revoked, varied or extended by the Company in general meeting), save that this authority shall allow the Company to make before the expiry of this authority offers or agreements which would or might require Ordinary Shares to be alfotted or Rights to be granted after the expiry of such authority. The authority being sought under this resolution is in substitution for any
,,r ). ii j e_xisting authorities with the exception of that authority obtained at the general meeting of the Company held on 12 January 2016.
Specla/ Reso/uflons
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THAT, the directors be and are hereby empowered pursuant to section 570 and section 573 of the Act during the period commencing on the passing of this resolution and expiring on the conclusion of the Company's next annual general meeting in 2017 or on the expiry of 15 months from the date of the passing of this resolution, whichever is the earlier (unless previously revoked, varied or renewed by the Gompany in general meeting), to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authority given to directors pursuant to resolution Iabove, or by way of sale of treasury shares, as if section 561 of the Act did not apply to any such allotment or sale, save that this authority shall allow the Company to make offers or agreements before the expiry which would or might require Ordinary Shares to be allotted or sold and the directors may allot equity securities or sell shares after the expiry in pursuance of such offers or agreements as if the powers conferred hereby had not so expired. The power being sought under this resolution is in substitution for any existing powers, with the exception of that power obtained at the general meeting of the Company held on 12 January 2016.
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THAT, in substitution for any existing authority but without prejudice to the exercise of any such power prior to the date hereol the Company be generally and unconditionally authorised to make one or more market purchases (within the meaning of section 693(4) of the Act) of Ordinary Shares on such terms and in such manner as the directors may determine (either for cancellation or for retention as treasury shares for future re-issue, transfer or cancellation) provided that:
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a) the maximum aggregate number of Ordinary Shares authorised to be purchased shall not exceed 5,046,875 Ordinary Shares, or if lower, such number of Ordinary Shares (rounded down to the nearest whole Ordinary \$hare) as shall equal 14.99o/o ofthe issued share capital at the date of the passing of this resolution;
- ., b) the maximum price, exclusive of expenses, which may be paid for an Ordinary Share is an amount equal to 1060/o of the average of the middle market quotrations for an Ordinary Share taken from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day on which the Ordinary Shares are contracted to be purchased;
- c) the minimum price which may be paid for an Ordinary Share shall be 1p (the nominal value thereof);
- d) this authority shall expire at the concluEion of the Company's next annual general meeting in 2O17 or on the expiry of 15 months following the passing of the resolution, whichever is the earlier (unless previously revoked, varied or renewed by the Company in general meeting); and
- e) 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 or completed 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.
By order of the Board
S^A-n\,*,B^^-
David Hurst-Brown Chairman
Hargreave Hale AIM VCT 2 Plc
Minutes of Annual General Meeting
Held at 10.30 am on 12 July 2016 at the Company's registered office at Atcurist House, 44 Baker Street,london WIU 7A[
Present David Hurst-Brown (Chairman), Philip Cammerman, Giles Hargreave, Stuart Brookes (Company Secretary), Oliver Bedford
The chairman presented the proxy figures provided by the Registrars and the following resolutions were passed:
- t. To receive and, ifthought fit, to accept the reports ofthe directors and auditor and the audited financial statements for the year ended 29 February 2016;
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- To receive and approve the Directors' Remuneration Report for the year ended 29 February 20t6;
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- To approve the Directors' Remuneration Policy, the full text of which is contained in the Directors' Remuneration Report for the year ended 29 February 2016;
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- To re-appoint BDO LLP as auditors to the Company and to authorise the directors to determine their remuneration;
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- To re-elect Giles Hargreave as a director of the Company;
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- To re-elect David Hurst-Brown as a director of the Company;
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- To approve a final dividend of 4.@ pence per ordinary share in respect of the year ended 29 February 2016.
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- To authorise the Directors to allot Ordinary Shares under Section 551of the Companies Act 2006;
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- To authorise the Directors pursuant to Sections 570 and 573 of the Companies Act 2005 to allot equity securities for cash without regard to pre-emption rights; and
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- To renew the Company's authority to buy-in its Ordinary Shares.
There being no further business the Chairman directed Hargreave Hale to issue an announcement that all Resolutions had been passed and the meeting was declared closed.
By order of the Board
arra . . . . . . . . . . . . . . . . . . . .
David Hurst-Brown Chairman