Noble VCT plc - Foresight Group

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38 | NOBLE VCT PLC Notice of Annual General Meeting Notice is hereby given that an Annual General Meeting of Noble VCT plc will be held on 2 August 2007 at noon in the offices of Noble Corporate Management Limited, 120 Old Broad Street,London EC2N 1AR for the purposes of considering and, if thought fit, passing the following resolutions of which Resolutions 1 to 5 will be proposed as ordinary resolutions and Resolutions 6 to 9 will be proposed as special resolutions: Ordinary Business Resolution 1 To receive the financial statements for the year ended 31 March 2007 together with the reports of the Directors and auditors thereon. Resolution 2 To approve the Directors’ Remuneration Report. Resolution 3 To re-appoint Scott-Moncrieff, Chartered Accountants, as auditors to the Company and to authorise the Directors to fix the audit remuneration. Resolution 4 To appoint Tom Maxwell as a director. Resolution 5 To re-appoint John Gregory as a director. Special Business Resolution 6 That the directors be and hereby are authorised to exercise all of the powers of the Company to allot relevant securities (which expression shall have the meaning ascribed to it in Section 80 of the Companies Act 1985 (“the Act”)) up to an aggregate nominal value of £840,883 provided that this authority shall expire on the fifth anniversary of the date of the passing of this resolution unless renewed, varied or revoked by the Company in general meeting (except that the Company may, before such expiry, make offers or agreements which would or might require equity securities to be allotted after such expiry and notwithstanding such expiry the directors may allot equity securities in pursuance of such offers or agreements) and provided further that this resolution shall (from the date it is passed) be in substitution for the authority and power conferred by Resolution 6 passed at the Company’s Annual General Meeting held on 3 August 2006. Resolution 7 That the directors be and hereby are empowered pursuant to Section 95(1) of the Act to allot or make offers or agreements to allot equity securities (which expression shall have the meaning ascribed to it in Section 94(2) of the Act) for cash pursuant to the authority sought in accordance with Section 80 of the Act by Resolution 7 set out in this notice of Annual General Meeting as if Section 89(1) of the Act did not apply to such allotment provided that this power shall expire on the conclusion of the Annual General Meeting to be held in 2008 and provided further that this power shall be limited to the allotment and issue of equity securities in connection with: (i) the allotment of equity securities with an aggregate nominal value of up to but not exceeding £310,862 pursuant to any dividend re-investment scheme made available to shareholders by the Company; (ii) the allotment of equity securities with an aggregate nominal value of up to but not exceeding 10% of the issued share capital of the Company where the proceeds of the allotment are to be used in whole or in part to purchase the Company’s shares in the market; and (iii) the allotment of equity securities from time to time with an aggregate nominal value of up to but not exceeding 5% of the issued share capital of the Company and provided further that this resolution shall (from the date it is passed) be in substitution for the authority and power conferred by Resolution 7 passed at the Company’s Annual General Meeting held on 3 August 2006. Resolution 8 That the Company be empowered to make market purchases (within the meaning of Section 163 of the Act) of its own shares provided that: (i) the aggregate nominal amount of the shares to be purchased shall not exceed 14.99% of the issued share capital of the Company; (ii) the minimum price which may be paid for shares is 10 pence per share; (iii) the maximum price which may be paid for shares is an amount equal to 105% of the average of the bid price for shares, taken from the London Stock Exchange daily official list for the five business days immediately preceding the day on which the shares are purchased; (iv) the authority conferred by this resolution shall expire on the conclusion of the Annual General Meeting of the Company to be held in the year 2008 unless such authority is renewed prior to such time; and
NOBLE VCT PLC 39 (v) the Company may make a contract to purchase 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 shares pursuant to such contract and provided further that this resolution shall (from the date it is passed) be in substitution for the authority and power conferred by Resolution 8 passed at the Company’s Annual General Meeting held on 3 August 2006. Resolution 9 That the Company be and hereby is authorised generally and unconditionally to use electronic communications with its shareholders, in particular to authorise the Company to send or supply documents or information to its shareholders by making them available on a website. By order of the board Noble Corporate Management Limited Company Secretary 22 June 2007 1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend and, on a poll, to vote on his or her behalf. A proxy need not be a member. Appointment of a proxy will not preclude a member from attending and voting at the meeting should he or she subsequently decide to do so. 2. A reply-paid form of proxy for your use is enclosed. To be valid it should be completed, signed and sent (together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority) to the Company’s registrars, Lloyds TSB Registrars, The Causeway, Worthing, West Sussex BN99 6ZR, so as to be received not later than 48 hours before the time appointed for holding the meeting, any adjourned meeting or, in the case of a poll taken subsequent to the date of the meeting or adjourned meeting, so as to be received not later than 24 hours before the time appointed for taking the poll. 3. In accordance with the requirements of the Act, the Register of Directors’ Interests will be available for inspection at the Annual General Meeting.
Page 1 and 2: Noble VCT plc Report & Accounts Yea
Page 3 and 4: Corporate Policy and Financial High
Page 5 and 6: NOBLE VCT PLC 3 VCT Legislation The
Page 7 and 8: Adviser’s Review NOBLE VCT PLC 5
Page 9 and 10: The quoted holdings sold during the
Page 11 and 12: Investment Portfolio Summary NOBLE
Page 13 and 14: Top 10 Equity Investments The Messa
Page 15 and 16: Integrated Environmental Solutions
Page 17 and 18: NOBLE VCT PLC 15 Audit Committee Th
Page 19 and 20: NOBLE VCT PLC 17 Review of Internal
Page 21 and 22: Results, Dividends and Performance
Page 23 and 24: NOBLE VCT PLC 21 Directors The dire
Page 25 and 26: NOBLE VCT PLC 23 Special Business R
Page 27 and 28: NOBLE VCT PLC 25 Tom Maxwell was ap
Page 29 and 30: Income Statement (incorporating the
Page 31 and 32: Cash Flow Statement for the year en
Page 33 and 34: NOBLE VCT PLC 31 g) Deferred Tax De
Page 35 and 36: 5. Tax on ordinary activities Based
Page 37 and 38: 10. Creditors: amounts falling due
Page 39: NOBLE VCT PLC 37 19. Market price r
Page 44: Noble VCT plc No.1 Colmore Square B

Noble VCT plc - Foresight Group

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