PROVEN VCT PLC

AGM Information • Aug 2, 2013

THE COMPANIES ACT 2006

Resolutions of ProVen VCT plc

At a General Meeting of the Members of the above named company duly convened and held in The Forest Room at The Hospital Club, 24 Endell Street, Covent Garden, London WC2H 9HQ at 11.30 a.m. on 30 July 2013, the following resolutions were duly passed:-

Ordinary Resolutions

• $1.$ That, the proposed investment policy set out in the circular to shareholders of the Company dated 27 June 2013 (the "Circular") be and is hereby adopted as the investment policy of the Company to the exclusion of all previous investment policies of the Company.
• $2.$ That, the amendments to the investment management fee arrangements of the Company as set out in the Circular be and are hereby approved.

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Grant Whitehouse Secretary