Aberdeen Income and Growth VCT PLC - Aberdeen Asset ...

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Notice of Meeting continued7. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message(a CREST Proxy Instruction) must be properly authenticated in accordance with CRESTCo’s specifications, and mustcontain the information required for such instruction, as described in the CREST manual. The message, regardless ofwhether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointedproxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent (Capita; ID: RA10) not laterthan 48 hours before the time fixed for the Meeting. For this purpose, the time of receipt will be taken to be the time(as determined by the timestamp applied to the message by the CREST Application Host) from which the issuer’s agentis able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change ofinstructions to proxies appointed through CREST should be communicated to the appointee through other means.8. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that CRESTCodoes not make available special procedures in CREST for any particular message. Normal system timings and limitationswill, therefore, apply in relation to the input of CREST Proxy Instruments. It is the responsibility of the CREST memberconcerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a votingservice provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessaryto ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CRESTmembers and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to thosesections of the CREST Manual concerning practical limitations of the CREST system and timings.9. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of theUncertificated Securities Regulations 2001.10. In order to facilitate voting by corporate representatives at the Meeting, arrangements will be put in place at the Meetingso that:(i) if a corporate Shareholder has appointed the Chairman of the Meeting as its corporate representative to vote on a pollin accordance with the directions of all of the other corporate representatives for that Shareholder at the Meeting,then on a poll those corporate representatives will give voting directions to the Chairman and the Chairman will vote(or withhold a vote) as corporate representative in accordance with those directions; and(ii) if more than one corporate representative for the same corporate Shareholder attends the Meeting but the corporateShareholder has not appointed the Chairman of the Meeting as its corporate representative, a designated corporaterepresentative will be nominated, from those corporate representatives who attend, who will vote on a poll and theother corporate representatives will give voting directions to that designated corporate representative. CorporateShareholders are referred to the guidance issued by the Institute of Chartered Secretaries and Administrators onproxies and corporate representatives (www.icsa.org.uk) for further details of this procedure.11. Except as provided above, members who have general queries about the Meeting should write to the Company Secretaryor the Registrar at appropriate address, as shown under Corporate Information in the Annual Report. You may not use anyelectronic address provided either in this Notice of Meeting or any related documents (including the Annual Report andproxy form) to communicate with the Company for any purpose other than those expressly stated.12. No Director has a service contract with the Company, but copies of Directors’ letters of appointment will be available forinspection for at least 15 minutes prior to the Meeting and during the Meeting.A reply-paid form of proxy for your use is enclosed.AThe biographies of the Directors are detailed on page 14.The Directors’ Remuneration Report, referred to in Resolution 2, is on pages 20 and 21.Details of Resolutions 3 to 10 are contained in the Directors’ Report on pages 15 to 19 as follows:Resolution 3Resolutions 4 and 5Resolutions 6 and 7Resolution 8Resolutions 9 and 10Results and dividendsDirectorsAuditorsPurchase of Ordinary SharesIssue of new Ordinary SharesRegistered in England and Wales - Company Number 390822044 Aberdeen Income and Growth VCT PLC
Corporate SummaryCompany profileAberdeen Income and Growth VCT PLC (formerly MurrayVCT 4 PLC) is a venture capital trust (VCT) and a constituentof the FTSE All-Share Index. It has one class of share and wasincorporated on 12 January 2000.Investment objectiveThe Company aims to achieve long term capital appreciationand generate maintainable levels of income for Shareholders.BenchmarkThere is no meaningful venture capital trust index againstwhich to compare the performance of the Company.However, for reporting to the Board and Shareholders, theManager uses comparisons with appropriate indices and theCompany’s peer group.Capital structureThe Company’s issued share capital as at 28 February 2009consisted of 35,355,071 Ordinary Shares of 10p each.Total assets and Net Asset Value per shareAt 28 February 2009, the Company had total assets of£22,371,000 and a Net Asset Value per share of 63.3p.DividendA final dividend of 2.0p per share has been proposed inrespect of the year ended 28 February 2009 to be paid on24 July 2009 to Shareholders on the register at close ofbusiness on 26 June 2009.Continuation dateThe Articles of Association require the Directors to put aproposal for the continuation of the Company, in its thenform, to Shareholders at the Company’s tenth AnnualGeneral Meeting to be held in 2010, and thereafter at fiveyearly intervals.Risks and uncertaintiesInvestments in smaller unlisted and AIM or PLUS quotedcompanies carry substantially greater risk, in terms of priceand liquidity, than investments in larger companies or incompanies listed on the Official List. In addition, manyof the businesses in which the Company invests may beexposed to the risk of political change, exchange controls,tax or other regulations that may affect their value andmarketability.The levels and bases of tax reliefs may change.As the volume of the Company’s shares traded on themarket is likely to be small, the shares may trade at asignificant discount to Net Asset Value.In order to qualify as a VCT, within the accounting periodbeginning not more than three years after the receipt ofapplications, the Company must have at least 70% by valueof its investments in qualifying holdings. The Company mayinvest in a number of companies which are not consideredto be qualifying investments for a VCT.Further details of the Company’s risk profile are containedin the Directors Report and Note 18 to the FinancialStatements.Management agreementThe Company has an agreement with Aberdeen AssetManagers Limited, a subsidiary of Aberdeen AssetManagement PLC, for the provision of management,company secretarial and administrative services. Please referto the Directors’ Report and Notes 3 and 4 to the FinancialStatements for details of the management and secretarialfees payable.Share dealingShares in the Company can be purchased and sold in theopen market through a stockbroker. Seymour Pierce Limitedis stockbroker to Aberdeen Income and Growth VCT PLC.For qualifying investors buying shares on the open market:• dividends are free of income tax;• no capital gains tax is payable on a disposal of shares;• there is no minimum holding period;• the value of shares, and income from them, can fall aswell as rise;• tax regulations and rates of taxation may be subjectto change;• VCTs tend to be invested in smaller, unlisted companieswith a higher risk profile; and• the secondary market for VCT shares can be illiquid.Aberdeen Income and Growth VCT PLC 45
Page 2 and 3: Contents1 Financial HighlightsAnnua
Page 4 and 5: Financial Highlights continuedNAV t
Page 6 and 7: Chairman’s Statement continuedPor
Page 8: Investment Manager’s ReviewInvest
Page 11 and 12: Summary of Investment ChangesFor th
Page 13: InvestmentValuation£’000Cost£
Page 16 and 17: Your BoardThe Board of four Directo
Page 18 and 19: Directors’ Report continuedThe In
Page 20 and 21: Directors’ Report continuedIn lig
Page 22 and 23: Directors’ Remuneration ReportThe
Page 24 and 25: Statement of Corporate GovernanceTh
Page 26 and 27: Statement of Corporate Governance c
Page 28 and 29: Statement of Corporate Governance c
Page 30 and 31: Independent Auditors’ Report to t
Page 32 and 33: Balance SheetAs at 28 February 2009
Page 34 and 35: Notes to the Financial StatementsFo
Page 36 and 37: Notes to the Financial Statements c
Page 39 and 40: 9 Participating Interests (continue
Page 41 and 42: Year endedYear ended15 Reconciliati
Page 43 and 44: Within Within Within Within Within
Page 45: 10. To consider and, if thought fit
Page 50: Aberdeen Asset Managers Limited10 Q

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