OCTOPUS AIM VCT PLC

AGM Information • Jul 15, 2020

OCTOPUS AIM VCT PLC

(Registered in England No. 03477519)

PRINT OF RESOLUTIONS PASSED AT THE ANNUAL GENERAL MEETING OF OCTOPUS AIM VCT plc (the "Company") held at 33 Holborn, London, EC1N 2HT on Wednesday, 15 July 2020.

SPECIAL BUSINESS ORDINARY RESOLUTION

11. AUTHORITY TO ALLOT RELEVANT SECURITIES

THAT the Directors be generally and unconditionally authorised in accordance with s551 of the Companies Act 2006 to allot shares up to a maximum of 26,534,924 shares (representing approximately 20% of the Ordinary share capital in issue as at the date of this Notice, such authority to expire at the later of the conclusion of the Company's AGM next following the passing of this Resolution and the expiry of 15 months from the passing of the relevant Resolution (unless previously revoked, varied or extended by the Company in general meeting but so that such authority allows the Company to make Offers or agreements before the expiry thereof which would or might require relevant securities to be allotted after the expiry of such authority).

SPECIAL RESOLUTION

12. EMPOWERMENT TO MAKE ALLOTMENTS OF EQUITY SECURITIES

TO empower the Directors pursuant to s571(1) of the Companies Act 2006 to allot or make offers or agreements to allot equity securities (as defined in s560(1) of the said Act) for cash pursuant to the authority referred to in Resolution 11 as if s560(1) of the said Act did not apply to any such allotments and so that:

• (a) Reference to allotment in this Resolution shall be construed in accordance with s560(1) of the said Act; and
• (b) the power conferred by this Resolution shall enable the Company to make any offer or agreement before the expiry of the said power which would or might require equity securities to be allotted after the expiry of the said power and the Directors may allot equity securities in pursuance of such offer or agreement notwithstanding the expiry of such power.

And this power, unless previously varied, revoked or renewed, shall come to an end at the conclusion of the AGM of the Company next following the passing of this Resolution or, if earlier, on the expiry of 15 months from the passing of this Resolution.

SPECIAL RESOLUTION

13. AUTHORITY TO MAKE MARKET PURCHASES

THAT the Company be and is hereby generally and unconditionally authorised to make market purchases (within the meaning of s693(4) of the Companies Act 2006 of Ordinary shares of 1p each in the Company ("Ordinary shares") provided that:

• (a) the number of Ordinary shares so authorised to be purchased shall not exceed 19,852,638 Ordinary shares;
• (b) the minimum price which may be paid for an Ordinary share shall be 1p;
• (c) the maximum price, exclusive of expenses, which may be paid for an Ordinary share is an amount equal to the higher of (i) 105% of the average of the middle market quotations for an Ordinary share taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the Ordinary share is contracted to be purchased; and (ii) the amount stipulated by Article 5(b) of the Market Abuse Regulations;
• (d) the authority conferred by this resolution comes to an end at the conclusion of the next AGM of the Company or upon the expiry of 15 months from the passing of this Resolution, whichever is the later, unless renewed, varied or revoked by the Company in general meeting; and
• (e) that the Company may enter into a contract to purchase its Ordinary shares under this authority prior to the expiry of this authority which would or might be completed wholly or partly after the expiry of this authority.

SPECIAL RESOLUTION

14. CANCELLATION OF SHARE PREMIUM

THAT, subject to the approval of the High Court of Justice, the amount standing to the credit of the share premium account of the Company as at 28 February 2017 be cancelled.

ORDINARY RESOLUTION

15. CONTINUATION OF THE COMPANY AS A VCT

THAT the Company continue as a Venture Capital Trust until 2026.

SPECIAL RESOLUTION

16. CHANGE TO THE ARTICLES OF ASSOCIATION

THAT, the articles of association produced to the AGM, and for the purposes of identification initialled by the Chairman of the Company, be adopted as the articles of association of the Company.

Registered office 33 Holborn London EC1N 2HT -------------------------------

For Company Secretary

Dated: 15 July 2020