FORESIGHT 4 VCT PLC - Foresight Group

days immediately preceding the day on which such share is to be purchased; and
(ii) the amount stipulated by Article 5(1) of the Buy Back and Stabilisation
Regulation 2003;
(d) the authority conferred by this paragraph 2.12.5(c) shall expire on the conclusion of the
annual general meeting of the Company to be held in 2013 (unless renewed, varied or
revoked by the Company in a general meeting); and
(e) the Company may make a contract to purchase shares under the authority conferred by
this paragraph 2.12.5(c) prior to the expiry of such authority which will or may be
executed wholly or partly after the expiration of such authority and may make a
purchase of such shares.
2.12.6 That, the amount standing to the credit of the share premium account of the Company and
the capital redemption reserve of the Company at the date an order is made confirming such
cancellation by the Court, be and hereby is cancelled.
3. MEMORANDUM AND ARTICLES OF ASSOCIATION
In this paragraph 3, reference to ‘Directors’ means the directors of the Company from time to time,
reference to the ‘Board’ means the board of directors of the Company from time to time and reference to
‘the Act’ means CA 2006.
Memorandum
The Memorandum, which, by virtue of Section 28 of CA 2006, is now treated as being part of the Articles,
provides that the Company’s principal object and purpose is to carry on the business of a VCT. The
objects of the Company are set out in full in clause 4 of the Memorandum.
Articles
Revised Articles incorporating amendments to reflect, inter alia the creation and issue of the C Shares
will be proposed to Shareholders for approval at the General Meeting. A summary of the proposed
changes are set out in Part VII of the Circular, which is being incorporated by reference and can be
accessed at the website of Foresight GP (www.foresightgroup.eu) and is also available for inspection
through the National Storage Mechanism which can be accessed at the website www.hemscott/nsm.do.
The following is a summary of the current Articles. Statutory references are subject to as updated from
time to time.
3.1 Share Capital
(1) Subject to the provisions of CA 2006 relating to authority, pre-emption rights and otherwise, and to
any resolution of the Company in general meeting passed pursuant thereto, all unissued shares
shall be at the disposal of the Directors, and they may allot or otherwise dispose of them to such
persons, at such times and on such terms as they think fit, provided that no share shall be issued at
a discount.
(2) The Company may from time to time by ordinary resolution increase, consolidate or subdivide their
share capital.
(3) The Company may issue shares which are liable to be redeemed on such terms and condition as
the Directors may determine.
3.2 General Meetings
(i) Convening of General Meetings
An annual general meeting and any general meeting at which it is proposed to pass a special
resolution or (except as provided by CA 2006) a resolution of which special notice has been
given to the Company, must be called by at least 21 days notice in writing and any other
general meeting by at least 14 days notice in writing. The period of notice must in each case
be exclusive of the day in which the notice is served or deemed to be served and of the day in
which the meeting is to be held provided that a general meeting shall, notwithstanding that it
may have been called by a shorter notice than that specified above, be deemed to have been
duly called if it is so agreed in accordance with CA 2006; provided also that the accidental
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