Dear Shareholder

I have pleasure in sending notice of this year’s Annual General Meeting for shareholders of New Century AIM VCT 2 Plc, which will be held at Honourable Artillery Company, Armoury House, City Road, London EC1Y 2BQ on Thursday 30 June 2022 at 12.00 p.m.

The business to be considered at the Annual General Meeting (AGM) is detailed in this document along with explanatory notes for each of the resolutions in this notice.

Although all government Covid 19 restrictions have now been removed, I appreciate that Covid 19 still remains very much in the forefront of our minds and I realise that shareholders may not wish to physically attend the AGM. In this case you will use the form enclosed to make your wishes known to the Board.

I would urge all shareholders who feel able to do so to attend the AGM, details of which are enclosed as at the meeting questions will be welcomed and answered to the best of the Board's ability. Would shareholders who wish to attend the AGM please contact the Company Secretary by email in advance at CompanySecretarial@uk.tricorglobal.com so we can make the proper arrangements.

Shareholders are urged to register their proxy votes electronically or by return of both Forms of Proxy which has been sent to shareholders who have opted to receive copies by post. Please return your forms as soon as possible and in any event prior to 12.00 p.m. on Tuesday 28 June 2022. If you hold your shares through a nominee service, please contact the nominee service provider regarding the process for appointing a proxy.

The Board appreciates that beyond voting on the formal business of the meeting, the AGM also serves as a forum for shareholders to raise questions and comments to the Board. Should shareholders wish to ask the Board any questions prior to the AGM, we request that they do so by email to: CompanySecretarial@uk.tricorglobal.com.

The proposed final dividend of 4.0p per share, if approved by shareholders at the AGM, will be paid on the 21 July 2022. The associated ex-dividend date will be the 6 July 2022 and the record date will be the 7 July 2022.

The voting results of all resolutions put before the AGM will be announced as soon as possible following the AGM.

I would urge shareholders to vote in favour of all resolutions and thank you for your continued support.

Yours sincerely

Geoff Gamble
Chairman
1 June 2022

Notice of Annual General Meeting

Notice is hereby given that the fifteenth annual general meeting of New Century AIM VCT 2 PLC will be held at Honourable Artillery Company, Armoury House, City Road, London EC1Y 2BQ on Thursday 30 June 2022 at 12.00 p.m. for the following purposes:

ORDINARY BUSINESS

1. To receive and adopt the financial statements for the year ended 31 December 2021 and the directors’ and auditors’ reports thereon.

2. To declare a final dividend of 4.0 pence per share, such dividend to be payable to shareholders appearing on the company’s share register on 7 July 2022 and for the final dividend to be paid to shareholders on 21 July 2022.

3. To approve the Directors’ Remuneration Report.

4. To re-elect Ian Cameron-Mowat as a director.

5. To give the directors permission to appoint new auditors of the company and to authorise the directors to agree their remuneration.

SPECIAL BUSINESS

To consider and if thought fit, pass Resolution 6 as an Ordinary Resolution and Resolutions 7 and 8 as Special Resolutions:-

Resolutions 6 to 8 seek renewal of the empowerment of the company to make allotments of equity securities, as such permissions lapse at the conclusion of this Annual General Meeting.

Such permissions, passed at General Meeting, would allow the directors to make offers for cash up to a maximum nominal amount of £50,676, if it is deemed that this is in the best interests of the company and its shareholders, without the need to hold a further General Meeting.

6. AUTHORITY TO ALLOT RELEVANT SECURITIES

THAT the directors be generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 (‘the Act’) to allot shares up to a maximum nominal amount of £50,676 (representing 10% of the ordinary share capital in issue at today’s date), this authority to expire at the later of the conclusion of the company’s annual general meeting next following the passing of this resolution and the expiry of 15 months from the passing of the relevant resolution (unless previously revoked, varied or extended by the company in general meeting but so that such authority allows the company to make Offers or agreements before the expiry thereof which would or might require relevant securities to be allotted after the expiry of such authority).

7. EMPOWERMENT TO MAKE ALLOTMENTS OF EQUITY SECURITIES

To empower the directors pursuant to Section 571(1) of the Act to allot or make offers or agreements to allot equity securities (as defined in Section 560(1) of the Act) for cash pursuant to the authority referred to in resolution 5 as if Section 561(1) of the Act did not apply to any such allotments and so that:

  1. reference to allotment in this Resolution shall be construed in accordance with Section 560 (1) of the said Act; and
  2. the power conferred by this Resolution shall enable the company to make any offer or agreement before the expiry of the 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 in pursuance of such offer or agreement notwithstanding the expiry of such power;

and this power, unless previously varied, revoked or renewed, shall come to an end at the conclusion of the annual general meeting of the company next following the passing of this Resolution or, if earlier, on the expiry of 15 months from the passing of this resolution.

8. AUTHORITY TO MAKE MARKET PURCHASES

THAT the company be and is hereby generally and unconditionally authorised to make market purchases (within the meaning of Section 693(4) of the Act) of ordinary shares of 10p each in the company (“ordinary shares”) provided that:

  1. the maximum number of ordinary shares so authorised to be purchased shall not exceed 14.99% of the present issued Ordinary share capital of the company;
  2. the minimum price which may be paid for an ordinary share shall be 10p;
  3. the maximum price, exclusive of expenses, which may be paid for an ordinary share is an amount equal to 95 per cent of the last published Net Asset Value per share of the company; the authority conferred comes to an end at the conclusion of the next annual general meeting of the company or upon the expiry of 15 months from the passing of this resolution, whichever is the later; and
  4. the company may enter into a contract to purchase its ordinary shares under this authority prior to the expiry of this authority which would or might be completed wholly or partly after the expiry of this authority.

By Order of the Board

Registered Office:
4th Floor, 50 Mark Lane
London EC3R 7QR

Monica Peters FCG
(for Tricor Secretaries Limited)
Company Secretary

1 June 2022

NOTES

  1. A member entitled to attend and vote at the annual general meeting may appoint one or more proxies to attend and vote in his/her stead. A proxy need not be a member.
  2. A form of proxy is enclosed which, to be effective, must be completed and delivered to the registrars of the company, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen B62 8HD so as to be received by no later than 48 hours before the time the annual general meeting is scheduled to begin. The completion and return of the form of proxy will not affect the right of a member to attend and vote at the annual general meeting.

 

Copyright Business Wire 2022