Trading Emissions PLC Regulatory News (TRE)

Trading Emissions PLC

Notice of Extraordinary General Meeting

Trading Emissions PLC (the "Company") announces that it is posting a Letter (the "Letter") convening an Extraordinary General Meeting (the "EGM") to all Shareholders today. The Letter contains proposals to amend the terms of the Directors Incentive Plan (the "DIP" or the "Plan") which was originally adopted in December 2012.

The Company adopted the Plan to align the interests of those Directors of the Company participating in the Plan ("Participating Directors") with the interests of the Company and Shareholders in terms of implementing the realisation investment policy of the Company and maximising distributions to Shareholders ("Distributions").

To compensate for the substantial time and effort they were devoting to the affairs of the Company, under the terms of the Plan, the total amount potentially payable to the Participating Directors under the Plan could not exceed, in total, one per cent. of each Distribution made.

Since the Plan was put in place, the investment advisory services provided by EEA Fund Management Limited, and consequently the fees paid to them, have continued to reduce. The ongoing significantly increased workload has been shared by the Participating Directors with the aim to maximise the proceeds of realisations of the Company's investment portfolio, minimise liabilities and contingent liabilities and thereby maximise Distributions.

Having considered various alternative options, and after consultation with Shareholders and the Company's advisers, the Company has concluded that the DIP remains the appropriate way to continue to compensate and align the interests of the Participating Directors with the interests of the Company and Shareholders, but propose that it is amended such that the aggregate amount payable under the terms of the Plan should increase from one per cent. of each further Distribution, to two per cent. of each further Distribution. The Company believes this proposed change to the DIP appropriately compensates and aligns the interests of the Participating Directors to maximise further Distributions.

The Participating Directors in the DIP are each deemed to be related parties of the Company for the purposes of the AIM Rules, and the proposed change to the Plan is considered to be a "Related Party Transaction" pursuant to AIM Rule 13. The Directors (other than the Participating Directors) (the "Independent Directors"), having consulted with Liberum in its capacity as the Company's nominated adviser, consider that the terms of the proposed change to the Plan are fair and reasonable insofar as the Shareholders are concerned.

In addition, under the Plan 25 per cent. of all amounts due to the Participating Directors on each Distribution are held in escrow ("Escrow") and are to be released to each Participating Director on the earlier of the disposal of all the Company's investments or the total net asset value of the Company having declined to less than £1,000,000. Furthermore, if any Participating Director were to cease to be a Director by way of voluntary resignation or their appointment as Director being terminated for cause, not only would they cease to be entitled to participate in the Plan in respect of further Distributions, but they would forfeit amounts held on their behalf in Escrow. In line with the reduction in the net asset value and the number of investments held by the Company, the Directors have sought to reduce the costs of operating the Company. As a consequence, Norman Crighton and Christopher Agar have expressed their intentions to resign as Directors at the forthcoming Annual General Meeting of the Company, to be held on 5 December 2014. After consultations with Shareholders, the Company believes it is appropriate that the amounts under the DIP held in Escrow to Mr Crighton's account should be released to him.

The EGM will be held at 10.30 a.m. on 7 January 2015 at IOMA House, Hope Street, Douglas, Isle of Man, IM1 1AP.

 These documents will also shortly be available from the Company's website www.tradingemissionsplc.com.

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