Result of AGM and Board Changes

Downing FOUR VCT plc
LEI: 21380035MV1VRYEXPR95
Result of AGM and Board Changes
8 September 2021

Result of AGM

At the Annual General Meeting of Downing FOUR VCT plc, held at 11.00 a.m. on 8 September 2021, all resolutions were passed.

Details of the proxy votes in respect of the resolutions passed at the Annual General Meeting received as at 11:00 a.m. on 6 September 2021, 48 hours before the time of the meeting (excluding weekends), at Downing LLP are set out below:

	For	Discretionary	Against		Withheld
Resolution No.	No. of	No. of	No. of	Total	No. of
	Votes	Votes	Votes	Votes Cast	Votes
	% of votes	% of votes	% of votes	% of votes
1	1,770,804,315	50,396,496	5,171,180	1,826,371,991	22,500,000
	96.96%	2.76%	0.28%	100.00%
2	1,644,796,105	55,036,496	123,729,890	1,823,562,491	25,309,500
	90.20%	3.02%	6.78%	100.00%
3	1,741,449,317	50,396,496	47,923,428	1,839,769,241	9,102,750
	94.66%	2.74%	2.60%	100.00%
4	1,735,869,090	55,036,496	16,350,125	1,807,255,711	41,616,280
	96.05%	3.05%	0.90%	100.00%
5	1,631,234,680	55,036,496	150,846,265	1,837,117,441	11,754,550
	88.79%	3.00%	8.21%	100.00%
6	1,676,808,307	50,396,496	57,027,188	1,784,231,991	64,640,000
	93.98%	2.83%	3.19%	100.00%

A copy of the resolutions passed will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Board Changes
At the meeting, the Chairman, Sir Aubrey Brocklebank, made the following announcement:

“As noted in my statement in the Annual Report, the Company has undertaken a review of the composition of the Board and undertaken a formal process, with an external recruitment consultant, to identify suitable board candidates.

I am pleased to report that this process is now complete and has produced two new non-executive directors, Dr Andrew Mackintosh and Steven Clarke, who will join the Board with immediate effect.

A brief background on each is as follows:

Dr Andrew Mackintosh has had a distinguished career in industry and investment as a former CEO of FTSE 250 company, Oxford Instruments, before later leading the creation of the Royal Society Enterprise Fund, a pioneering initiative in bringing together scientific expertise and early-stage investment. He was a Board Member of the Intellectual Property Office and a trustee of the Design Council and is currently chairman of Sphere Fluidics Limited, a high-growth biotechnology tools company. He has recently become chairman of UKI2S, a government-backed venture capital fund supporting companies from the UK’s scientific research base.

He has a longstanding interest in enhancing the commercialisation and wider economic impact of UK research. Since 2015 he has been a non-executive director of Ploughshare Innovations Limited, the technology transfer organisation for the UK Ministry of Defence. In 2019 he led a Treasury project which resulted in the publication in April this year of ‘The Mackintosh Report: Getting smarter: a strategy for knowledge & innovation assets in the public sector’ and the launch of an initiative with £17m of government funding to support commercialisation of publicly owned technologies and ideas. Dr Mackintosh has a PhD in physics from the University of Cambridge, is a Fellow of the Institute of Physics and of Hughes Hall, Cambridge and a trustee of City, University of London.

Steven Clarke has 30 years’ experience of investing in technology and data businesses including 21 years as a private equity investor with 3i, August Equity and ICG. Steven now supports founders through fundraising, international growth and exit as an investing non-executive director usually alongside a growth equity fund. Steven is also Chair of investment Committee for Bethnal Green Ventures, a Tech for Good impact investor.

In addition, Chris Allner, a partner of Downing LLP ("Downing"), the investment manager, and chair of Downing's Investment Committee, will also join the Board as a further non-executive director. The Board believes that Chris’ appointment will be beneficial to the relationship between the Board and the Investment Manager. Chris undertakes a similar role on Downing ONE VCT plc, which has worked well. Chris will not be remunerated as a director of Downing FOUR VCT plc.

A final change is that Russell Catley has stepped down as a non-executive director of the Company with immediate effect. Russell joined the Company’s board following the merger with three other VCTs in 2015. Russell has made excellent contributions throughout his period on the board, particularly in respect of the structured product portfolios which were part of the investment strategy of some of the Company’s historic share pools. I and my colleagues will miss working with Russell and wish him all the very best in his future activities.

I believe that these changes result in a board which has an excellent balance of skills and experience to oversee the type of investment activity on which the Company in now focussed. I very much look forward to working with the new directors and the fresh insight that I am certain they will bring.”