MAVEN INCOME AND GROWTH VCT 3 PLC

AGM Information • Feb 17, 2016

Mayen Income and Growth VCT 6 PLC (the Company) Registered in England & Wales; Company No. 3870187

At the General Meeting of the Company held at 1-2 Royal Exchange Buildings, London EC3V 3LF on Wednesday 17 February 2016 at 10.30 am, the following Resolutions were duly passed:

Special Resolutions

• 1. That:
• $(i)$ each of the issued ordinary shares of 50p each in the Company be and they hereby are subdivided into one ordinary share of 10p in the Company (a "Share") and one deferred share of 40p in the Company ("Deferred Share"), each having the rights and restrictions set out in the New Articles (as defined in, and to be adopted pursuant to, paragraph 1(iii) of this resolution);
• $(ii)$ the Company, acting by its directors, be and hereby is authorised to enter into a contract to purchase all the issued Deferred Shares in accordance with the New Articles (such contract to be in the form tabled at the meeting and initialled by the chairman for the purposes of identification and which as at the date of the meeting has been on display at the Company's registered office and available for inspection by members for not less than 15 days) for an aggregate price of 1p. such authority to expire 18 months from the date of the passing of this resolution; and
• $(iii)$ the existing articles of association of the Company be substituted by the articles of association produced to the meeting and initialled by the chairman for identification (the "New Articles") and such articles of association are hereby adopted as the articles of association in place of the existing articles of association of the Company.
• $2.$ That, subject to the passing of resolution 5 set out in this notice, and in addition to existing authorities, The directors of the Company be and hereby are empowered in accordance with sections 570 and 573 of the CA 2006 to allot or make offers to or agreements to allot equity securities (which expression shall have the meaning ascribed to it in section 560(1) of the CA 2006) for cash pursuant to the authority given pursuant to resolution 5, as if section 561(1) of the CA 2006 did not apply to such allotment and issue, provided that the power conferred by this resolution shall be limited to the allotment and issue of shares up to an aggregate nominal value of £3,000,000 and provided further that the proceeds may be used, in whole or in part, to purchase the Company's shares in the market and provided further that the authority conferred by this resolution shall expire on the date falling 18 months from the passing of this resolution (unless renewed, varied or revoked by the Company in a general meeting), but so that this authority shall allow the Company to make before the expiry of this authority offers or agreements which would or might require shares to be allotted or rights to subscribe for, or to convert any security into, shares in the capital of the Company ("Rights") to be granted after such expiry and the directors shall be entitled to allot shares and grant Rights pursuant to any such offers or agreements as if the authority conferred by this resolution had not expired.
• $3.$ That, subject to the sanction of the High Court, the amount standing to the credit of the share premium account of the Company, at the date an order is made confirming such cancellation by the Court, be and hereby is cancelled.
• $4.$ That, subject to the sanction of the High Court, the amount standing to the credit of the capital redemption reserve of the Company, at the date an order is made confirming such cancellation by the Court, be and hereby is cancelled.

Ordinary Resolutions

• $5_i$ That, in addition to existing authorities, the directors of the Company be and hereby are generally and unconditionally authorised pursuant to section 551 of the CA 2006 to exercise all the powers of the Company to allot and issue shares in the capital of the Company and to grant Rights up to an aggregate nominal amount of £3,000,000, provided that the authority conferred by this resolution shall expire on the date falling 18 months from the passing of this resolution (unless renewed. varied or revoked by the Company in a general meeting), but so that this authority shall allow the Company to make before the expiry of this authority offers or agreements which would or might require shares to be allotted or Rights to be granted after such expiry and the directors shall be entitled to allot shares and grant Rights pursuant to any such offers or agreements as if the authority conferred by this resolution had not expired.
• $6.$ That, the IMA Deed of Amendment and Restatement, details of which are as set out on page 14 of the circular issued to the Company's shareholders dated 14 January 2016 (the "Circular"), be approved; and
• $7.$ That, the payment by the Company to Mayen of an Offer Administration Fee of 3% of the amounts remitted to the Company (including any amounts requested to be facilitated to financial advisers as initial adviser charges) under accepted applications in relation to an offer for subscription of up to £15,000,000 of New Shares on the terms of the Prospectus, such payment being pursuant to an offer agreement dated 14 January 2016 between the Company (1), the directors of the Company (2), Maven (3) and Howard Kennedy (4), details of which are set out on pages 13 and 14 of the Circular, be approved.
• 1. That, the proposed subscription by Bill Nixon of £200,000 for New Shares under the Offer, be approved.

Maven Capital Partners UK LLP, Secretary

Authorised Signatory