CRWN Albion Crown Vct Plc

 
TIDMCRWN 
 
 
   Crown Place VCT PLC 
 
   LEI No 213800SYIQPA3L3T1Q68 
 
   AGM STATEMENT 
 
   At an Annual General Meeting of Crown Place VCT PLC, duly convened and 
held at The Charterhouse, Charterhouse Square, London EC1M 6AN on 27 
November 2019, the following resolutions were passed: 
 
   Ordinary resolutions numbers 1 to 6 were passed. The following items of 
Special business were passed, of which resolutions 7 and 8 were passed 
as ordinary resolutions and 9 and 10 were passed as special resolutions. 
 
   Special business 
 
   7. Increase in Directors' aggregate remuneration 
 
   That the aggregate amount of the ordinary remuneration of the Directors 
under Article 74 of the Articles of Association of the Company be 
increased to an amount not exceeding GBP150,000 per annum. 
 
   The table below sets out the proxy votes which were cast in advance of 
the Meeting for the ordinary resolution passed on a show of hands. 
 
 
 
 
 
 Resolution 7              For                      Against           Withheld 
--------------  -------------------------  -------------------------  -------- 
                                                           % Votes 
                   Votes     % Votes cast    Votes          cast       Votes 
--------------  -----------  ------------  ---------  --------------  -------- 
Increase In 
 directors' 
 aggregate 
 remuneration     7,098,152        76.74%  2,151,765          23.26%   490,556 
--------------  -----------  ------------  ---------  --------------  -------- 
 
 
 
 
   The Board note that 76.74% of the votes cast were in favour of the 
ordinary resolution. However, 23.26% of shareholders voted against the 
resolution. In accordance with UK Corporate Governance, the Board will 
reflect carefully on feedback from shareholders to understand more fully 
the reasons for the opposition to this resolution. 
 
   An update on the review process will be made in accordance with the UK 
Corporate Governance Code within six months of the Meeting. 
 
   8. Authority to allot shares 
 
   That the Directors be generally and unconditionally authorised in 
accordance with section 551 of the Companies Act 2006 (the "Act") to 
allot shares in the Company up to an aggregate nominal amount of 
GBP414,341 (representing approximately 20 per cent. of the issued share 
capital as at the date of this Notice) provided that this authority 
shall expire 15 months from the date that this resolution is passed, or 
if earlier, at the conclusion of the next Annual General Meeting, but so 
that the Company may, before the expiry of such period, make an offer or 
agreement which would or might require shares to be allotted or rights 
to subscribe for or convert securities into shares to be granted after 
such expiry and the Directors may allot shares pursuant to such an offer 
or agreement as if the authority had not expired. 
 
   9. Authority for the disapplication of pre-emption rights 
 
   That the Directors be empowered, pursuant to section 570 and 573 of the 
Act, to allot equity securities (within the meaning of section 560 of 
the Act) for cash pursuant to the authority conferred by resolution 
number 8 and/or to sell ordinary shares held by the Company as treasury 
shares for cash as if section 561(1) of the Act did not apply to any 
such allotment or sale. 
 
   Under this power the Directors may impose any limits or restrictions and 
make any arrangements which they deem necessary or expedient to deal 
with any treasury shares, fractional entitlements, record dates, legal, 
regulatory or practical problems in, or laws of, any territory or other 
matter, arising under the laws of, or the requirements of any recognised 
regulatory body or any stock exchange in, any territory or any other 
matter. 
 
   This power shall expire 15 months from the date that this resolution is 
passed or, if earlier, the conclusion of the next Annual General Meeting 
of the Company, save that the Company may, before such expiry, make an 
offer or agreement which would or might require equity securities to be 
allotted after such expiry and the Directors may allot equity securities 
in pursuance of any such offer or agreement as if this power had not 
expired. 
 
   10. Authority to purchase own shares 
 
   That, subject to and in accordance with the Company's Articles of 
Association, the Company be generally and unconditionally authorised, 
pursuant to and in accordance with section 701 of the Act, to make 
market purchases (within the meaning of Section 693(4) of the Act) of 
Ordinary shares of 1 penny each in the capital of the Company ("Ordinary 
shares"), on such terms as the Directors think fit, provided always 
that: 
 
   (a) the maximum aggregate number of Ordinary shares hereby authorised to 
be purchased is 31,054,880 shares or, if lower, such number of Ordinary 
shares representing 14.99 per cent. of the issued Ordinary share capital 
of the Company as at the date of the passing of this resolution; 
 
   (b) the minimum price, exclusive of any expenses, which may be paid for 
an Ordinary share is 1 penny; 
 
   (c) the maximum price, exclusive of any expenses, which may be paid for 
a share shall be an amount equal to the higher of (a) 105% of the 
average of the middle market quotations for the share, as derived from 
the London Stock Exchange Daily Official List, for the five business 
days immediately preceding the date on which the share is purchased; and 
(b) the amount stipulated by Article 5(1) of the Buy-back and 
Stabilisation Regulation 2003; 
 
   (d) the authority hereby conferred shall, unless previously revoked, 
varied or renewed, expire 15 months from the date that this resolution 
is passed or, if earlier, at the conclusion of the next Annual General 
Meeting; and 
 
   (e) the Company may enter into a contract or contracts to purchase 
shares under this authority before the expiry of the authority which 
will or may be executed wholly or partly after the expiry of the 
authority, and may make a purchase of shares in pursuance of any such 
contract or contracts as if the authority conferred hereby had not 
expired. 
 
   27 November 2019 
 
   For further information please contact: 
 
   Albion Capital Group LLP 
 
   Company Secretary 
 
   Tel: 020 601 1850 
 
 
 
 

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