22 March 2021
GRESHAM HOUSE RENEWABLE ENERGY VCT 2 PLC
(the "Company")
Result of 2021 Annual General Meeting
Gresham House Renewable Energy VCT 2 plc, announces that at the Company's 2021 Annual General Meeting held today, all resolutions were passed by way of a poll and the results of the poll, including the proxy votes received, are set out below.
Resolutions 1 to 8 (inclusive) were proposed as ordinary resolutions and resolutions 9 and 10 were proposed as special resolutions.
In accordance with Listing Rule 9.6.2 copies of all the resolutions passed, other than ordinary business, will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
| | Resolution | Votes For* | % | Votes Against | % | Total votes validly cast | Total votes cast as % of issued share capital | Vote Withheld ** |
| 1 | Receive and adopt the Directors' Report and Accounts. | 7,088,407,689 | 100 | 0 | 0 | 7,088,407,689 | 27.08 | 0 |
| 2 | Approve the Directors' Remuneration Report. | 6,690,440,119 | 94 | 387,957,570 | 5 | 7,078,379,689 | 27.05 | 10,010,000 |
| 3 | Re-appoint BDO LLP as the Company's auditor. | 7,083,227,514 | 100 | 5,180,175 | 0 | 7,088,407,689 | 27.08 | 0 |
| 4 | Authorise the Directors to determine the auditor's remuneration. | 7,088,407,689 | 100 | 0 | 0 | 7,088,407,689 | 27.08 | 0 |
| 5 | Re-elect Christian Yates as a Director. | 6,780,294,884 | 96 | 308,112,805 | 4 | 7,088,407,689 | 27.08 | 0 |
| 6 | Re-elect Giles Clark as a Director. | 6,785,475,059 | 96 | 302,932,630 | 4 | 7,088,407,689 | 27.08 | 0 |
| 7 | Elect Andrew Donovan as a Director. | 6,780,294,884 | 96 | 308,112,805 | 4 | 7,088,407,689 | 27.08 | 0 |
| 8 | Approve the continuation of the Company as a venture capital trust, for a further five year period, be approved. | 2,184,329,262 | 31 | 4,904,078,427 | 69 | 7,088,407,689 | 27.08 | 0 |
| 9 | Authorise the Company to make market purchases of its shares. | 6,693,537,213 | 94 | 394,870,476 | 6 | 7,088,407,689 | 27.08 | 0 |
| 10 | Authorise the Directors to call a general meeting, other than an annual general meeting, on not less than 14 clear days' notice. | 6,700,450,119 | 95 | 387,957,570 | 5 | 7,088,407,689 | 27.08 | 0 |
* Includes discretionary votes
** A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.
Resolution 8, which related to the continuation of the Company as a venture capital trust for a period of five years, has not passed. In the light of the votes against this resolution, the Company will undertake a detailed review of the feedback received on this matter to ensure it fully understands shareholders' concerns. The Board takes seriously its responsibilities to uphold the highest standards of corporate governance and is open to constructive dialogue with shareholders and shareholder bodies.
In light of Resolution 8 not achieving the required majority to pass, the Company will be required to draw up proposals for voluntary liquidation, reconstruction or other re-organisation of the Company for consideration by the members in a General Meeting to be held within four months of the AGM. The Directors will work, alongside the directors of Gresham House Renewable Energy VCT 1 plc, over the next four months to devise the best possible proposals to put to shareholders, seeking to maximise the return to shareholders whilst preserving the tax position of those who invested in 2018.
END
For further information, please contact:
| Gresham House Asset Management | renewablenergy@greshamhouse.com |
| | |
| JTC (UK) Limited - Company Secretary | GreshamVCTs@jtcgroup.com |
LEI: 213800GQ3JQE2M214C75
Notes:
As at close of business on 18 March 2021, the Company's issued share capital comprised 26,133,036 Ordinary Shares and 39,463,845 'A' Shares, excluding shares held in treasury, and the total number of voting rights in the Company were 26,172,499,845, being 26,133,036,000 votes attributable to Ordinary Shares and 39,463,845 rights attributable to "A" Shares.
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