NORTHERN 3 VCT PLC

AGM Information • Sep 18, 2017

NORTHERN 3 VCT PLC Company number: 4280530

The following resolutions were passed at a general meeting of the company's shareholders on 18 September 2017:

Ordinary resolution

$\mathbf{1}$ That in addition to the authority conferred on the Directors at the annual general meeting held on 13 July 2017, the Directors be generally and unconditionally authorised pursuant to Section 551 of the Companies Act 2006 (the "Act") to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to a maximum nominal amount of $E[1,100,000]$ in connection with the Offer (as defined in the circular to shareholders dated [21] August 2017 (the "Circular") for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) on the conclusion of the next annual general meeting of the Company after the passing of this resolution or, if earlier, 30 September 2018, save that the Company may before expiry of this authority make an offer or agreement which would or might require shares to be allotted, or rights to subscribe for or to convert any security into shares to be granted, after expiry of this authority and the Directors may allot shares, or grant rights to subscribe for or convert any security into shares, in pursuance of that offer or agreement as if this authority had not expired.

Special resolution

• $\overline{2}$ That, subject to the passing of Resolution 1 above and in addition to the authority conferred on the Directors at the annual general meeting held on 13 July 2017, the Directors may:
• allot equity securities (as defined in Section 560 of the Act) pursuant to the authorisation for the $\overline{a}$ purposes of Section 551 of the Act conferred by Resolution 1 above; and
• $\mathbf b$ sell equity securities which immediately before the sale are held by the Company as treasury shares,

in each case as if Section 561(1) of the Act (existing shareholders' right of pre-emption) did not apply to the allotment or sale, provided that the power conferred by this resolution shall be limited to the allotment or sale of equity securities up to an aggregate nominal value of $E[1,100,000]$ in connection with the Offer (as defined in the Circular) and shall expire on the conclusion of the next annual general meeting of the Company after the passing of this resolution or, if earlier, 30 September 2018, save that the Company may before this power expires make an offer or agreement which would or might require equity securities to be allotted or treasury shares to be sold after the power expires.

Special resolution

$\overline{3}$ That the articles of association of the Company be amended in the first sentence of Article 147 by deleting the date '2019' and substituting the date '2023'.

Special resolution

$\overline{4}$ That subject to the confirmation of the Court, the amount standing to the credit of the share premium account of the Company following the conclusion of the Offer be cancelled and the amount so cancelled be credited to a special reserve of the Company.

CD Mellor Company Secretary