ATI2 Amati Vct 2

 
TIDMATI2 
 
Amati VCT 2 plc 
 
                           (Company number 5121438) 
 
                          Notice of Resolution Passed 
 
At a General Meeting of the Company held on Monday 31 October 2011, the 
following resolution was duly passed. 
 
Special Resolution 
 
That, subject to the conditions (other than the passing of this resolution) set 
out in paragraph 7 of Part III of the circular to the shareholders of the 
Company dated 28 September 2011 (a copy of which is produced to the meeting and 
initialled for the purpose of identification by the chairman of the meeting 
(the "Circular")) having been fulfilled and notwithstanding anything in the 
articles of association of the Company to the contrary, the Scheme, as defined 
and set out in Part III of the Circular, be and hereby is approved and the 
Directors and William Duncan and Sarah Louise Burge of RSM Tenon Limited (the 
"Liquidators") be and they are hereby authorised (insofar as they are not 
already authorised by the articles of association of the Company) to implement 
the Scheme and to execute any document and do any act or thing for the purpose 
of carrying the Scheme into effect and, in particular (but without prejudice to 
the foregoing generality): 
 
 a. the Company (acting by the Liquidators) be and hereby is authorised and 
    directed to enter into, and the Liquidators be and they are hereby 
    authorised and directed, pursuant to section 110 of the Insolvency Act 
    1986, to give effect to, a transfer agreement in the form of the draft 
    which is produced to the meeting and signed for the purpose of 
    identification by the chairman of the meeting which such non-material 
    modifications thereto as the parties to such agreement may agree (the 
    "Transfer Agreement"); and 
 
 b. the Liquidators be and they hereby are authorised and directed to request 
    ViCTory VCT PLC ("ViCTory") to arrange for the creation and issue of New 
    Shares on the basis described in the Transfer Agreement for distribution 
    among the holders of the Shares by way of satisfaction and discharge of 
    their respective interests in so much of all the assets and liabilities of 
    the Company as shall be transferred to ViCTory in accordance therewith and 
    with the Scheme 
 
and for the purposes of this resolution, words and expressions defined in the 
Circular shall have the same meanings in this resolution, save where the 
context requires otherwise. 
 
Details of the proxy votes in respect of the resolution passed at the General 
Meeting received are set out below: 
 
For                        Against                    Withheld 
 
No. of votes: % of votes:  No. of votes: % of votes:  No. of votes: % of votes: 
 
  4,939,796      89.55        576,233       10.45           0            0 
 
For further information please contact Doreen Nic on 0131 243 7215 or email 
 
vct-enquiries@amatiglobal.com. 
 
31 October 2011 
 
 
 
END 
 

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