Results of Annual General Meeting
04/10/2021

Results of Annual General Meeting

Pembroke VCT plc (the ”Company”)

At the Annual General Meeting of the Company held on Thursday 30 September 2021 at 9.00am, the following resolutions were duly passed.

Ordinary Resolutions

  1. To receive the Directors’ and the Independent Auditor’s Reports and the Company’s Financial Statements for the year ended 31 March 2021.
  • To approve a final dividend of 3 pence per B Ordinary share in respect of the year ended 31 March 2021 with a record date of 22 October 2021 and a payment date of 22 November 2021.
  • To receive and approve the Directors’ Remuneration Report for the year ended 31 March 2021.
  • To re‑appoint BDO LLP as auditor of the Company to hold office until the conclusion of the next annual general meeting at which accounts are laid before the Company.
  • To authorise the Directors to fix the remuneration of the auditor.
  • To elect Louise Wolfson as a Director of the Company.
  • To elect Mark Stokes as a Director of the Company.
  • To re-elect David Till as a Director of the Company.
  • That, in accordance with article 147 of the Company‘s articles of association (the “Articles”) and in addition to existing authorities, the Directors of the Company be and are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the “Act”) to exercise all the powers of the Company to allot and issue the following B ordinary shares of 1 pence each in the capital of the Company (“B Ordinary Shares”) pursuant to the terms and conditions of the dividend investment scheme adopted by the Company on 3 December 2015 and in connection with any dividend declared or paid in the period commencing on the date of this resolution 9 and ending on the later of the date of the Company’s next annual general meeting or the date falling 15 months after the date of the passing of this resolution:
  1. B Ordinary Shares up to an aggregate nominal amount representing 10% of the issued B Ordinary Share capital from time to time (approximately 12,869,834 B Ordinary Shares at the date of this notice).
  1. That, in addition to any existing authorities, in accordance with section 551 of the Act, the Directors be and are hereby generally and unconditionally authorised to exercise all the powers of the Company to allot:
  1. B Ordinary Shares up to an aggregate nominal amount of £600,000 in connection with offer(s) for subscription; and

b.   B Ordinary Shares up to an aggregate nominal amount representing 20% of the issued B    

      Ordinary Shares from time to time; and

that, in connection with the use of the authority, the Directors may pay commission(s) including in the form of fully or partly paid shares in accordance with article 9 of the Articles and provided that this authority shall, unless renewed, extended, varied or revoked by the Company, expire on the later of the date of the Company’s next annual general meeting or the date falling 15 months after the date of the passing of this resolution save that the Company may, before such expiry, make offers or agreements which would or might require B Ordinary Shares to be allotted and the Directors may allot B Ordinary Shares in pursuance of such offers or agreements notwithstanding that the authority conferred by this resolution has expired.

Special Resolutions

  1. That, in accordance with section 570(1) of the Act, the Directors be and are hereby given power to allot or make offers or agreements to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authorities conferred by resolution 9 above as if section 561 of the Act did not apply to any such allotment, and so that:
  1. Reference to the allotment in this resolution shall be construed with section 560 of the Act;

and

  1. The power conferred by this resolution shall enable the Company to make offers or

             agreements before the expiry of said power which would or might require equity securities to  

             be allotted after the expiry of the said power and the Directors may allot equity securities of

             such offers or agreements notwithstanding the expiry of such power

  1. That, in accordance with section 570(1) of the Act, the Directors be and are hereby given power to allot or make offers or agreements to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authorities conferred by resolution 10 above as if section 561 of the Act did not apply to any such allotment, and so that:
  1. Reference to the allotment in this resolution shall be construed with section 560 of the Act, and
  1. The power conferred by this resolution shall enable the Company to make offers or be

             agreements before the expiry of the said power which would or might require equity

             securities to allotted after the expiry of the said power and the Directors may allot equity

             securities in pursuance of such offers or agreements notwithstanding the expiry of such

             power.

  1. That, subject to the approval of the High Court of Justice, the amount standing to the credit of the share premium account of the Company, at the date the court order is made confirming such cancellation, be and is hereby cancelled.
  1. That the Company be and is hereby generally and unconditionally authorised within the meaning of section 701 of the Act to make market purchases of B Ordinary Shares provided that:
  • the maximum number of B Ordinary Shares hereby authorised to be purchased is an amount

       equal to 14.99% of the issued B Ordinary Share capital of the Company from time to time;

  • the minimum price which may be paid for a B Ordinary Share is 1 pence per share, the

             nominal amount thereof;

  • the maximum price which may be paid for a B Ordinary Share is an amount equal to the

             higher of (a) 105% of the average of the middle market quotation per B Ordinary Share

             taken from the London Stock Exchange Daily Official List for the five business days

             immediately preceding the day on which such B Ordinary Share is to be purchased and (b)

             the amount stipulated by Article 5(6) of the Market Abuse Regulation.

  • the authority hereby conferred shall (unless previously renewed or revoked) expire on the

             earlier of the AGM of the Company to be held in 2022 and the date which is 15 months after

             the date on which this resolution is passed; and

  • the Company may make a contract or contracts to purchase its own B 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 its own B Ordinary

             Shares in pursuance of any such contract or contracts as if the authority conferred hereby had

             not expired.

  Resolution For & Discretionary Against Withheld
1. Directors’ and Independent Auditor’s Reports and Financial Statements 9,133,800 6,002 3,508
2. Final dividend 9,124,032 6,002 13,276
3. Directors’ Remuneration Report 9,004,724 89,125 49,461
4. Re-appoint BDO LLP as auditor 9,084,121 31,785 27,404
5. Auditor remuneration 9,083,338 17,651 42,321
6. Elect Louise Wolfson 9,112,319 6,002 24,989
7. Elect Mark Stokes 9,089,294 15,751 38,265
8. Re-elect David Till 9,096,299 8,746 38,265
9. Allot shares re DIS 9,078,496 41,530 23,284
10. Allot shares re offer and generally 9,082,719 37,307 23,284
11. Authority to disapply pre-emption rights re DIS allotments 8,554,016 558,787 30,507
12. Authority to disapply pre-emption rights re offer and general allotments 8,567,134 537,504 38,672
13. Cancellation of share premium account 9,051,528 39,216 52,566
14. Share buyback authority 9,064,213 63,984 15,113

For further information, please contact:

Andrew Wolfson / Chris Lewis

Pembroke Investment Managers LLP (Manager)

+44 20 7766 6900

Robin Smeaton

The City Partnership (UK) Limited (Company Secretary)

enquiries@city.uk.com

Keith Lassman

Howard Kennedy Corporate Services LLP

+44 20 3755 5561

Media enquiries (Press Office)

Zoe Powell

Share Communications

team@sharecomms.co.uk

new server