Result of AGM

Amati VCT plc

Results of Annual General Meeting

At the Annual General Meeting of the Company held on Thursday 23 June 2016 at 2.00pm, the following resolutions were duly passed.

Ordinary Resolutions

1.   To receive and adopt the Directors' Report and financial statements of the Company for the financial year ended 29 February 2016 together with the Independent Auditor's Report thereon.

2.   To approve the Directors' Remuneration Report for the financial year ended 29 February 2016.

3.   To approve a final dividend of 3p per share payable on 12 August 2016 to shareholders on the register at 8 July 2016.

4.   To re-appoint KPMG LLP of Saltire Court, 20 Castle Terrace, Edinburgh, EH1 2EG as auditor of the Company from the conclusion of the Meeting until the conclusion of the next annual general meeting of the Company to be held in 2017 at which financial statements are laid before the Company.

5.   To authorise the directors to fix the remuneration of the auditor.

6.   To re-elect Peter Lawrence as a director of the Company.

7.   To re-elect Charles Pinney as a director of the Company.

8.   To re-elect Brian Scouler as a director of the Company.

9.   To re-elect Julia Henderson as a director of the Company.

10.  To approve the renewal of the Investment Management and Administration Agreement between the Company and Amati Global Investors.

Special Resolutions

To consider, and if thought fit, to pass the following Resolutions as Special Resolutions of the Company:

11.  THAT in substitution for any existing authorities, the directors be and hereby are empowered pursuant to sections 570 and 573 of the 2006 Act to allot or make offers or agreements to allot equity securities (which expression shall have the meaning subscribed to it in section 560 of the 2006 Act) for cash pursuant to the authority given in accordance with section 551 of the 2006 Act by the resolution passed at the general meeting on 7 March 2013 as if section 561(1) of the 2006 Act did not apply to any such allotment, up to an aggregate nominal amount of £3,500,000.  The authority hereby conferred (unless previously renewed or revoked) by this resolution shall expire on the earlier of the date of the annual general meeting of the Company to be held in 2017 and the date which is 15 months after the date on which this resolution is passed.

12.  THAT, in substitution for existing authorities, the Company be and is hereby empowered to make one or more market purchases within the meaning of Section 701 of CA 2006, of the Ordinary Shares (either for cancellation or for the retention of treasury shares for future re-issue or transfer) provided that:

(i)    the maximum aggregate number of Ordinary Shares authorised to be purchased is such number thereof being 14.99% of the issued ordinary share capital of the Company as at the date of this resolution;

(ii)   the minimum price which may be paid per Ordinary Share is 10p per share, the nominal amount thereof;

(iii)   the maximum price (exclusive of expenses) which may be paid per Ordinary Share is an amount equal to 105% of the average of the middle market quotation of such Ordinary Share taken from the London Stock Exchange daily official list for the five business days immediately preceding the day on which such Ordinary Share is purchased;

(iv)  the authority hereby conferred shall expire on the earlier of the annual general meeting of the Company to be held in 2017 and the date which is 15 months after the date on which this Resolution is passed; and

(v)   the Company may make a contract or contracts to purchase its own Ordinary Shares under the authority conferred by this resolution 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 Ordinary Shares pursuant to any such contract.

13.  THAT the Articles of Association of the Company be amended by deletion of Articles 163.1 and 163.2 in their entirety and replacing them with the following:

"163.1   The board shall procure that at the annual general meeting of the Company held in 2020 and at every fifth annual general meeting thereafter an ordinary resolution will be proposed to the effect that the Company shall continue in being a venture capital trust (the "Continuation Resolution").  If, at any such meeting, such resolution is not passed then, subject to article 163.2 below:

(i) the Company shall not issue any further shares except explicitly on the basis that they may not qualify for full VCT reliefs or that those reliefs may be withdrawn (the "Restriction on Issue")

(ii)        the board shall within the period of nine months after the fifth anniversary of the last share issue by the Company done prior to the Continuation Resolution convene a general meeting of the Company at which a special resolution shall be proposed to wind up the Company voluntarily (the "Liquidation Proposals").

The board may as part of the Liquidation Proposals make proposals for the reconstruction of the Company (including for the avoidance of doubt for a rollover of any assets of the Company into any successor vehicle) provided that the proposals would, if approved, also provide shareholders with the opportunity to realise their investments in the Company for cash on a basis not materially less favourable than would be available in a simple winding up.

163.2    At each annual general meeting following a Continuation Resolution not being passed, the board shall procure that a further Continuation Resolution is proposed and if that Continuation Resolution is passed then the obligations in relation to the Restriction on Issue and the Liquidation Proposals shall cease and the next Continuation Resolution to be proposed shall revert to being in accordance with article 163.1 (i.e. five yearly from 2020)."

Proxy votes cast were as follows:

For further information please contact Doreen Nic on 0131 243 7215 or email

vct-enquiries@amatiglobal.com.