CLOSE BROTHERS

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CLOSE BROTHERS PROTECTED VCT PLCNotice is hereby given that the Annual General Meeting of Close Brothers Protected VCT PLC will beheld at 11 a.m. on 12 August 2005 at 10 Crown Place, London EC2A 4FT for the purpose of dealingwith the following business of which item 5 is special business.Ordinary Business1. To receive and adopt the accounts and the reports of the Directors and Auditors for the year ended31 March 2005.2. To reappoint Deloitte & Touche LLP as Auditors for the ensuing year and to authorise the Directorsto fix their remuneration.3. To approve the Directors’ remuneration report.4. To declare a final revenue dividend of 1.50 pence per share for the year ended 31 March 2005payable to Shareholders on the register at the close of business on 22 July 2005.Special BusinessTo consider and, if thought fit, pass the following resolution which will be proposed as a SpecialResolution:5. That the Company be generally and unconditionally authorised to make one or more marketpurchases (within the meaning of Section 163(3) of the Companies Act 1985) of Ordinary Sharesof 50 pence each in the capital of the Company (“Shares”) provided that:(a) the maximum aggregate number of Shares authorised to be purchased is 2,444,306(representing 10 per cent. of the issued share capital);(b)(c)(d)NOTICE OF MEETINGthe minimum price which may be paid for a Share is 50 pence;the maximum price which may be paid for a Share is an amount equal to 5 per cent. above theaverage of the middle market quotations for a share in the London Stock ExchangeDaily Official List for the five business days immediately preceding the day on which thatShare is purchased;this authority expires at the conclusion of the next Annual General Meeting of the Companyor eighteen months from the date of the passing of this resolution whichever is earlier; and(e) the Company may make a contract or contracts to purchase Shares under this authority beforethe expiry of the authority which will or may be executed wholly or partly after the expiry ofthe authority, and may make a purchase of Shares in pursuance of any such contractor contracts.By order of the Board,C KinnearSecretaryRegistered Office10 Crown PlaceLondon EC2A 4FT Date: 12 July 200538
CLOSE BROTHERS PROTECTED VCT PLCNotes1. A shareholder entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, on a poll,to vote in his stead. Such proxy need not be a member of the Company.2. A form of proxy is enclosed and to be valid must be lodged with the Registrars of the Company not less than forty-eighthours before the time fixed for the meeting.3. The register of interests of Directors kept by the Company in accordance with Section 325 of the Companies Act 1985will be open for inspection at the meeting.4. No Director has a contract of service with the Company.NOTICE OF MEETING(continued)39
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