FORESIGHT 4 VCT PLC - Foresight Group

omission to give notice to, or the non-receipt of notice by, any person entitled thereto shall not
invalidate the proceedings at any general meeting.
(ii) Notice of General Meetings
(1) Every notice calling a general meeting shall specify the place and the day, time and
place of the meeting and the general nature of the business to be transacted. There
shall appear with reasonable prominence in every such notice a statement that a
member entitled to attend and vote is entitled to appoint a proxy or proxies to attend and
vote instead of him and that a proxy need not be a member. In the case of an annual
general meeting, the notice shall also specify the meeting as such.
(2) The Directors shall on the requisition of members in accordance with CA 2006 but
subject as therein provided: (a) give to the members who would, if an annual general
meeting were then to be held, be entitled to receive notice thereof notice of any
resolution which may properly be moved and is intended to be moved at the meeting so
requisitioned; and (b) circulate to such members any statement of not more than one
thousand words with respect to the matter referred to in any proposed resolution for the
business to be dealt with at that meeting.
(3) Pursuant to Section 303 of CA 2006, the Directors must, on a members’ requisition,
forthwith proceed duly to convene a general meeting of the Company. A members
requisition is a requisition of members of the Company holding at the date of the deposit
of the requisition not less than one-tenth of such of the paid up capital of the Company
as at that date carries the right of voting at general meetings of the Company. For these
purposes the Company’s paid up capital held as treasury shares would be disregarded.
The requisition must state the objects of the meeting and must be signed by the
requisitionists and deposited at the registered office of the Company and may consist of
several documents in like form, each signed by one or more requisitionists. If the
Directors do not within 28 days from the date of the deposit of the requisition proceed
duly to convene a meeting, the requisitionists or any of them representing more than
one half of the total voting rights of all of them may themselves convene a meeting but
any meeting so convened must not be held after the expiration of three months from that
date. A meeting convened under this section by requisitionists must be convened in the
same manner as nearly as possible as that in which meetings are to be convened by
Directors.
(iii) Omission to Send Notice
The accidental omission to send a notice of any meeting, or (where forms of proxy are sent
out with notices) to send a form of proxy with a notice to any person entitled to receive the
same, or the non-receipt of a notice of meeting or form of proxy by such a person, shall not
invalidate the proceedings at the meeting.
(iv) Quorum at General Meetings
(1) No business shall be transacted at any general meeting unless a quorum is present.
Two members present in person (or by representative) or by proxy and entitled to vote
shall be a quorum.
(2) If within 15 minutes (or such longer period as the chairman may determine) from the
time fixed for a meeting a quorum is not present or if during a meeting a quorum ceases
to be present, the meeting, if convened on the requisition of members, shall be
dissolved and in any other case shall stand adjourned to such day and to such time
(which must be not less than ten clear days thereafter) and place as may be determined
by the chairman. At such adjourned meeting a quorum shall be two members present in
person or by proxy and entitled to vote. If a quorum is not present within 15 minutes from
the time fixed for holding the adjourned meeting or if during the adjourned meeting a
quorum ceases to be present, the meeting shall be dissolved.
(v) Votes of Members
(1) Subject to any special rights which may apply to any class of shares that may have been
issued or may from time to time be held, every member who is present in person,
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