FORESIGHT VCT PLC FORESIGHT 2 VCT PLC ... - Foresight Group

FORESIGHT VCT PLC
(Registered in England and Wales with registered number 03421340)
NOTICE OF GENERAL MEETING
Notice is hereby given that a general meeting of Foresight VCT plc (‘‘the Company’’) will be held at
9.00 a.m. on 30 September 2011 at the offices of Martineau, 35 New Bridge Street, London EC4V 6BW
for the purposes of considering and, if thought fit, passing the following resolutions, which will be
proposed as special resolutions.
1. That, subject to the passing of resolution 1 to be proposed at each of the separate meetings of the
holders of ordinary shares of 1p each in the capital of the Company and the holders of the planned
exit ordinary shares of 1p each in the capital of the Company convened for 9.30 a.m. and 9.35 a.m.
on 30 September 2011 respectively (‘‘Class Meetings’’):
1.1 the articles of association of the Company (‘‘the Articles’’) be and hereby are amended to allow for
the creation and issue of infrastructure ordinary shares of 1p each (‘‘Infrastructure Shares’’), in
particular to reflect the rights and restrictions to be attached to such Infrastructure Shares as set
out in Part III of the joint circular to shareholders of the Company and Foresight 2 VCT plc
(‘‘Circular’’), a copy of the Articles in the form to be adopted being tabled at the meeting and
initialed by the chairman for the purposes of identification;
1.2 in addition to existing authorities, the directors be and are hereby 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 Infrastructure Shares and to grant rights to subscribe for or to
convert any security into Infrastructure Shares (‘‘Rights’’) up to an aggregate nominal amount of
£180,000, provided that the authority conferred by this resolution shall expire on the fifth
anniversary of the date of the passing of this resolution (unless renewed, varied or revoked by the
Company in a general meeting), save that the Company shall be entitled to make offers or
agreements before the expiry of this authority which would or might require Infrastructure Shares to
be allotted or Rights to be granted after such expiry and the directors shall be entitled to allot
Infrastructure Shares and grant Rights pursuant to any such offer or agreement as if this authority
had not expired;
1.3 in addition to existing authorities, the directors be and hereby are empowered pursuant to sections
570 and 573 of the Act to allot equity securities (which expression shall have the meaning ascribed
to it in section 560(1) of the Act) for cash pursuant to the authority conferred by paragraph 1.2 of
this resolution or by way of a sale of treasury shares, as if section 561(1) of the Act did not apply to
such allotment, provided that the power conferred by this paragraph 1.3 shall expire on the
conclusion of the annual general meeting of the Company to be held in 2012 (save that the
Company shall be entitled to make offers or agreements before the expiry of such power which
would or might require shares to be allotted and issued after such expiry and the directors shall be
entitled to allot shares pursuant to any such offer or agreement as if this power had not expired)
and provided further that this power shall be limited to:
(i) the allotment and issue of Infrastructure Shares with an aggregate nominal value of up to
£150,000 in connection with an offer for subscription;
(ii) the allotment and issue of Infrastructure Shares at an issue price of 1p per share with an
aggregate nominal value of up to 10% of the issued Infrastructure Share capital of the
Company from time to time to Foresight Group LLP in connection with performance incentive
arrangements with the Company; and
(iii) the allotment and issue of Infrastructure Shares with an aggregate nominal value of up to
10% of the issued Infrastructure Share capital of the Company from time to time
in each case where the proceeds may, in whole or part, be used to purchase Infrastructure Shares
in the Company;
1.4 in addition to existing authorities, the Company be and hereby is empowered to make one or more
market purchases (within the meaning of section 693(4) of the Act) of its own Infrastructure Shares
(either for cancellation or for the retention as treasury shares for future re-issue or transfer)
provided that:
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