EDGE_G_4 12-59-34_Layout 1 - The Tax Shelter Report

42 Edge Performance VCT plc
(n)
(o)
(p)
(q)
(v) to approve an increase in the maximum aggregate amount which may be paid in fees to non-executive
Directors of the Company;
(vi) to authorise the Directors to allot G Shares as if Section 561 of the Companies Act (statutory pre-emption
rights) did not apply, with such authorisation expiring on the later of 15 months from the date of the
passing of the Resolution and the conclusion of the Company’s 2011 annual general meeting;
(vii) to cancel the share premium account arising on the issue of G Shares from time to time;
(viii) to adopt new Articles of Association in substitution for and to the exclusion of all existing Articles of
Association; and
(ix) to authorise the Company for the purposes of Section 701 of the Companies Act to make one or more
market purchases (as defined in Section 693 of the Companies Act) of G Shares.
The G Shares, on Admission, will rank pari passu in all respects and will rank in full for all dividends and other
distributions thereafter declared, made or paid on the G Share capital of the Company.
At an extraordinary general meeting of the Company held on 26 June 2007, it was resolved that, subject to
the approval of the High Court of Justice, the share premium account of the Company in respect of the Ordinary
Shares and the C Shares be cancelled. Such High Court approval was granted on 12 September 2007. At an
extraordinary general meeting of the Company held on 5 November 2007, it was resolved that subject to the
approval of the High Court of Justice, the share premium account of the Company in respect of the D Shares
be cancelled. Such High Court approval was granted on 15 October 2008. At a general meeting of the
Company held on 14 January 2009, it was resolved that subject to the approval of the High Court of Justice,
the share premium account of the Company in respect of the E Shares be cancelled. Such High Court approval
was granted on 9 December 2009. At a general meeting of the Company held on 16 December 2009, it was
resolved that subject to the approval of the High Court of Justice, the share premium account of the Company
in respect of the F Shares be cancelled. Such High Court approval was obtained on 15 September 2010.
The Ordinary Shares, the C Shares, the D Shares, the E Shares, the F Shares and the G Shares are in
registered form and capable of being held in certificated and uncertificated form. None of the G Shares is
being marketed or made available in whole or in part to the public in conjunction with the applications for
Admission other than pursuant to the Offer. The E Shares to be issued pursuant to the Offer are being issued
at a price of 100p per share, representing a premium of 90p over the nominal value of 10p each.
None of the C Shares, D Shares, E Shares, F Shares or G Shares confers special rights on any major
shareholder.
III: 5.1.10
I:21.2.8
3. Memorandum and articles of association
The principal objects of the Company, which are set out in clause 4 of its Memorandum of Association, are to act
as a venture capital trust company and to carry on business as a general commercial company.
The Articles of Association of the Company contain, inter alia, provisions to the following effect:
(a) Voting rights
Subject to paragraph (f) below, and to any special terms as to voting upon which any shares may for the time
being, be held, on a show of hands every member who (being an individual) is present in person or (being a
corporation) is present by its duly appointed representative shall have one vote and on a poll every member
present in person or by representative or proxy shall have one vote for every share in the capital of the Company
held by him. A proxy need not be a member of the Company.
(b) Variation of rights
If at any time the capital of the Company is divided into different classes of shares all or any of the rights or
privileges attached to any class of shares in each of the Company may be varied or abrogated with the consent
in writing of the holders of three-fourths in nominal value of the issued shares of that class or with the sanction
of an extraordinary resolution passed at a separate general meeting of the holders of the shares of that class.
At every such separate general meeting (except an adjourned meeting), the quorum shall be two persons
holding or representing by proxy one third in nominal value of the issued shares of that class.
(c) Alteration of capital
The Company may by ordinary resolution increase its share capital, consolidate and divide all or any of its share
capital into shares of a larger nominal value, sub-divide all or any of its shares into shares of a smaller nominal
value and cancel any shares not taken, or agreed to be taken, by any person. The Company may, subject to
I:21.2.1
I:21.2.3
III:4.5
I:21.2.4
I:21.2.8
I:21.2.8