BARONSMEAD SECOND VENTURE TRUST PLC

AGM Information • Nov 22, 2018

Baronsmead Second Venture Trust plc

(the "Company") (incorporated and registered in England and Wales under number 04115341)

Notice of Annual General Meeting 2019

Notice is hereby given that the Annual General Meeting ("AGM") of Baronsmead Second Venture Trust plc will be held at 11.00am on Thursday 28 February 2019 at Saddlers' Hall, 40 Gutter Lane, London EC2V 6BR to consider the proposed resolutions as set out in the Notice of Annual General Meeting on pages 5 to 8 of this document.

Important information:

THIS DOCUMENT ANDTHE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRES YOUR IMMEDIATE

ATTENTION. If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own personal financial advice from a stockbroker, solicitor, accountant, or other independent professional adviser immediately.

If you have sold or otherwise transferred all of your shares, please send this document together with the accompanying form of proxy, as soon as possible to the purchaser or transferee, or to the person who arranged the sale or transfer so they can deliver these documents to the person who now holds the shares.

A shareholder may appoint one or more proxies to exercise all or any of their rights to attend, speak and vote at the meeting, provided that each proxy is appointed to exercise the rights attached to a different ordinary share or ordinary shares held by that shareholder. A proxy need not be a member of the Company. To be valid, any form of proxy or other instrument appointing a proxy must be received by post or (during normal business hours only) by hand at the Company's registrar, at the address shown on the form of proxy, or in the case of shares held through CREST, via the CREST system by no later than 11.00am on Tuesday 26 February 2019.

22 November 2018

Dear Shareholder,

Notice of Annual General Meeting 2019

I am pleased to enclose the Notice of Meeting of the Company's AGM which will be held on Thursday 28 February 2019 at 11.00am at Saddlers' Hall, 40 Gutter Lane, London EC2V 6BR. The Notice of AGM, which follows this letter, sets out the business to be considered at the meeting. The purpose of this letter is to explain certain elements of that business to you.

Resolution 1 - To receive the annual report and financial statements for the year ended 30 September 2018

The Directors are required to present the strategic report, Directors' report and Auditor's report and the financial statements for the year ended 30 September 2018 to the meeting. These are contained in the Company's Annual Report and Financial Statements for the year ended 30 September 2018 (the "2018 Annual Report").

Resolution 2 – To declare a final dividend

The Board proposes a final dividend of 4.5 pence per share in respect of the year ended 30 September 2018. If approved, the recommended final dividend will be paid on 8 March 2019 to all ordinary shareholders who are on the register of members on 8 February 2019. The shares will be marked ex-dividend on 7 February 2019.

Resolution 3 - To receive and approve the Directors' Remuneration Report

Under section 420 of the Companies Act 2006 (the "Act"), the Directors must prepare an annual report detailing the remuneration of the Directors and a statement by the chairman of the Remuneration Committee (together, the "Directors' Remuneration Report"). The Act also requires that a resolution be put to shareholders each year for their approval of that report. The Directors' Remuneration Report can be found on pages 33 to 36 of the 2018 Annual Report. Resolution 3 is an advisory vote only.

Resolutions 4 to 7 – To re-elect the Directors

In line with best practice, the Nomination Committee has agreed that all Directors will be submitted for re-election on an annual basis. In accordance with the Articles of Association, new Directors will continue to be elected at their first AGM following appointment.

Therefore, Anthony Townsend, John Davies, Malcolm Groat and Ian Orrock will retire and, being eligible, offer themselves for re-election.

The Board confirms that the performance of each of the Directors seeking re-election continues to be effective and demonstrates commitment to the role, and the Board believes that it is therefore in the best interests of shareholders that each of these Directors be re-elected.

The Directors also believe that the Board includes an appropriate balance of skills, experience and knowledge. Full biographies of all the Directors are set out on page 4 of this document and are also available for viewing on the Company's website (www.baronsmeadvcts.co.uk).

Resolutions 8 and 9 - To re-appoint KPMG LLP as auditor of the Company, to hold office until the conclusion of the next general meeting at which financial statements are laid before the Company and to authorise the Directors to determine the remuneration of KPMG LLP

At each meeting at which the Company's accounts are presented to its members, the Company is required to appoint an auditor to serve until the next such meeting. The Board, on the recommendation of the Audit Committee, recommends the re-appointment of KPMG LLP. Resolution 9 gives authority to the Directors to determine the auditor's remuneration.

Resolution 10 - To approve the amendment of the Company's articles of association

Shareholders will be asked at the AGM to approve the amendment of the Company's articles of association to increase the cap on the total fees and expenses payable to the Directors from £150,000 per annum to £200,000 per annum (or such higher amount as the Company may from time to time by ordinary resolution determine).

Following the announcement made on 8 November 2018, where the Manager, Livingbridge VC LLP announced the sale of its fund and investment management business to Gresham House Plc, subject to completion on or around 30 November 2018, it was noted that the Chairman Anthony Townsend would step down as chairman of the Company as he is also the Chairman of Gresham House Plc. Mr Townsend will remain as a non-executive Director and the Board has agreed that John Davis will assume the role of Chairman on an interim basis whilst longer term arrangements are considered.

The Board has been in discussion regarding succession planning and diversity over the past year and will commence a search for a new Director in 2019. The increase in the cap will enable the Board to accommodate up to five Directors, on a temporary basis only, to ensure continuity and minimise disruption, particularly in view of the change of Manager.

Resolution 11 – To authorise the Directors to allot ordinary shares

The authority proposed under Resolution 11 will authorise the Directors, until the fifth anniversary of the passing of the resolution, to allot shares in the Company or grant rights to subscribe for or convert any security into shares in the Company up to an aggregate nominal amount of £10,824,648.75, representing 50 per cent. of the issued share capital of the Company (excluding treasury shares). Any consequent increase in the size of the Company will, in the

opinion of the Directors, be in the interests of shareholders generally. Any issue proceeds will be available for investment in line with the Company's investment policy and may be used to purchase ordinary shares of the Company.

The Directors intend to use this authority for the purposes described below under Resolution 12.

Resolution 12 - To authorise the Directors to disapply pre-emption rights

Resolution 12 renews and extends, subject to the passing of Resolution 11, the Directors' authority to allot equity securities for cash without pre-emption rights applying in certain circumstances. This resolution will authorise the Directors, until the date falling 15 months after the date of the passing of the resolution or, if earlier, the conclusion of the next AGM of the Company, to issue ordinary shares for cash without preemption rights applying of (i) up to an aggregate nominal amount representing 30 per cent. of the Company's issued share capital (excluding shares held in Treasury) as at the date of the passing of the resolution pursuant to one or more offers for subscription, as at the date of the passing of the resolution pursuant to one or more offers for subscription (for illustrative purposes only had Resolution 12 been passed as at the date of this notice this authority would have applied to 64,947,893 shares, being 30 per cent. of the Company's current issued share capital), (ii) up to an aggregate nominal amount representing 10 per cent. of the Company's issued share capital (excluding shares held in Treasury) from time to time pursuant to a dividend reinvestment scheme (which may be at a discount to NAV) and (iii) up to an aggregate nominal amount representing 10 per cent. of the Company's issued share capital (excluding shares held in Treasury) as at the date of the passing of the resolution (if passed) from time to time (which may be at a discount to NAV) for allotments from time to time. (for illustrative purposes only had Resolution 12 been passed as at the date of this notice this authority would have applied to 21,649,298 shares, being 10 per cent. of the Company's current issued share capital).

This power will be exercised only if, in the opinion of the Directors, it would be in the best interests of shareholders as a whole.

Resolution 13 – To approve the purchase of the Company's own shares

The current authority of the Company to make market purchases of up to approximately 14.99 per cent. of its issued share capital expires shortly. The Company's remaining authority is for 29,791,984 shares. Resolution 13 seeks renewal of such authority until the next AGM (or the expiry of 15 months after the passing of the resolution if earlier). The price paid for shares will not be less than the nominal value nor more than the maximum amount permitted to be paid in accordance with the rules of the UK Listing Authority in force as at the date of purchase. This power will be exercised only if, in

the opinion of the Directors, a repurchase would be in the best interests of shareholders as a whole. Any shares repurchased under this authority will either be cancelled or held in Treasury at the discretion of the Board for future re-sale in appropriate market conditions.

The authority sought would replace the authority previously given to the Directors. The maximum number of Ordinary Shares authorised to be purchased pursuant to the authority represents approximately 14.99 per cent. of the total number of Ordinary Shares in issue as at the date of this notice.

Resolution 14 – Notice period for general meetings

Under the Act, the notice period required for all general meetings of the Company is 21 clear days. AGMs will always be held on at least 21 clear days' notice but shareholders can approve a shorter notice period for other general meetings.

The Board believes that it is in the best interests of shareholders of the Company to have the ability to call meetings on no less than 14 clear days' notice should a matter require urgency. The Board is therefore proposing Resolution 14 to approve the reduction in the minimum notice period from 21 clear days to 14 clear days for all general meetings other than AGMs. The Directors do not intend to use less than 21 clear days' notice unless immediate action is required.

Board recommendation

The Directors believe that the resolutions contained within the Notice of AGM are in the best interests of the Company and shareholders as a whole and unanimously recommend that shareholders vote in favour of them, as the Directors intend to do in respect of their beneficial shareholdings. As at 22 November 2018 the total beneficial shareholdings held by the Directors was 463,828 ordinary shares, which represented 0.214% of the total voting rights.

Action to be taken

If you would like to vote on the resolutions but will not be attending the AGM, you may appoint a proxy by completing and returning the enclosed proxy form. Alternatively, if you hold your shares in CREST, you can appoint a proxy via the CREST system. Notice of your appointment of a proxy should reach the Company's registrar, Computershare Investor Services plc, at the address shown on the proxy form, by no later than 11.00am on Tuesday 26 February 2019. If you hold your shares through a nominee service, please contact the nominee service provider regarding the process for appointing a proxy.

Yours sincerely,

Anthony Townsend

Chairman

Baronsmead Second Venture Trust plc Directors Biographies

Anthony Townsend (Chairman)

Anthony joined the Board in August 2009. He has over 40 years' experience in financial services. He was previously a director of Rea Brothers Group plc, a non-executive director of Worldwide Healthcare Trust plc and was chairman of the Association of Investment Companies. He is chairman of, Gresham House plc, BMO Global Smaller Companies plc (formally F&C Global Smaller Companies plc), and Finsbury Growth & Income Trust plc, and a non-executive director of Hansa Capital Ltd.

John Davies

John was appointed to the Board following the merger of the Company and Baronsmead VCT 5 plc on 30 November 2016. Prior to the merger, he served as a director of Baronsmead VCT 5 from February 2006. He was a Director of BlackRock Smaller Companies Trust plc until his retirement in July 2011. He was Managing Director of 3i Asset Management Ltd (1985- 2002), responsible for the management of three investment trusts and the group's quoted portfolio. He is also a director of Gardens Pensions Trustees Ltd, a corporate trustee of the 3i Group Pension Scheme and is a member of the investment committee of the scheme.

Malcolm Groat

Malcolm was appointed to the Board following the merger of the Company and Baronsmead VCT 4 plc on 11 March 2016. Prior to the merger, he served as a director of Baronsmead VCT 4 plc from April 2014. He is a fellow of the Institute of Directors, the Institute of Chartered Accountants in England and Wales and the Royal Society for the Encouragement of Arts, Manufactures and Commerce. During his career, Malcolm has worked as finance director for global businesses in engineering, construction and financial services. Malcolm currently holds directorships at established companies Corps Security, Maritime House and Tekcapital plc, at young ventures daVictus plc, TomCo Energy plc, and Golden Saint Technologies plc

Ian Orrock

Ian joined the Board in October 2010. He has wide experience having founded, developed and sold a number of businesses particularly focussing on the international media, technology and telecoms sectors ("TMT") and has worked at board level in quoted global organisations. He was also a non-executive director of Henderson Private Equity Investment Trust plc. He is currently a director of a number of TMT businesses including Arkessa Limited, Iotic-Labs Ltd and Silchester Limited.

Baronsmead Second Venture Trust plc Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of Baronsmead Second Venture Trust plc will take place at 11.00am on Thursday 28 February 2019 at Saddlers' Hall, 40 Gutter Lane, London EC2V 6BR to transact the business set out in the resolutions below.

Unless a poll is called, voting on all resolutions will be by way of a show of hands. Resolutions 1 to 11 will be proposed as ordinary resolutions; this means that for each of those ordinary resolutions to be passed, more than half of the votes cast must be in favour. Resolutions 12 to 14 will be proposed as special resolutions; this means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour.

Ordinary Business

• 1. To receive the strategic report, Report of the Directors and Auditors and the Financial Statements for the year ended 30 September 2018.
• 1. To declare a final dividend of 4.5 pence per share.
• 1. To receive and approve the Directors' Remuneration Report for the year ended 30 September 2018.
• 1. To re-elect Anthony Townsend as a Director.
• 1. To re-elect John Davies as a Director.
• 1. To re-elect Malcolm Groat as a Director.
• 1. To re-elect Ian Orrock as a Director.
• 1. To re-appoint KPMG LLP as the Independent Auditors.
• 1. To authorise the Directors to determine the remuneration of the Independent Auditors.
• 1. THAT the limit set out in article 101 of the articles of association of the Company in relation to Directors' remuneration be increased from £150,000 to £200,000.
• 1. THAT, in substitution for all subsisting authorities to the extent unused, the Directors of the Company be and are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the "Act"), to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the

Company ("Rights") up to an aggregate nominal amount of £10,824,648.75, during the period commencing on the passing of this resolution and expiring on the fifth anniversary of the date of the passing of this resolution (unless previously revoked, varied, renewed or extended by the Company in 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 or grant Rights pursuant to any such offers or agreements as if the power conferred by this resolution had not expired.

The following resolutions will be proposed as Special Resolutions at the AGM:

• 1. THAT, subject to the passing of resolution 11 set out in the notice of this meeting and in substitution for all subsisting authorities to the extent unused, the Directors be and are hereby empowered, pursuant to sections 570 and 573 of the Act, to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authority given pursuant to resolution 11 set out in the notice of this meeting, or by way of a sale of treasury shares, as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to:
• (a) the allotment of equity securities up to an aggregate nominal amount representing 30 per cent. of the issued share capital of the Company (excluding treasury shares) pursuant to one or more offers for subscription;
• (b) the allotment of equity securities up to an aggregate nominal amount representing 10 per cent. of the issued share capital of the Company (excluding treasury shares) from time to time which may be at a discount to NAV pursuant to any dividend reinvestment scheme operated by the Company; and
• (c) the allotment of equity securities (otherwise than pursuant to sub-paragraphs (a) and (b) above) up to an aggregate nominal amount representing

Baronsmead Second Venture Trust plc Notice of Annual General Meeting

10 per cent. of the issued share capital of the Company (excluding treasury shares) from time to time which may be at a discount to NAV

and in each case where such proceeds of issue may be used to purchase shares in the Company and the power conferred by this resolution shall expire on the date falling 15 months after the date of the passing of this resolution (unless previously revoked, varied, renewed or extended by the Company in general meeting) or, if earlier, at the conclusion of the next AGM of the Company, except that the Company may, before such expiry, make offers or agreements which would or might require equity securities to be allotted after such expiry and the Directors shall be entitled to allot equity securities pursuant to any such offers or agreements as if the power conferred by this resolution had not expired.

• 1. THAT, in substitution for all subsisting authorities to the extent unused, the Company be and hereby is empowered to make market purchases within the meaning of section 693(4) of the Act of ordinary shares of 10p each in the capital of the Company ("Ordinary Shares") provided that:
• (a) the aggregate number of Ordinary Shares which may be purchased shall not exceed 32,452,297 or, if lower, such number of Ordinary Shares as shall equal 14.99 per cent. of the issued Ordinary Shares as at the date of the passing of this resolution (excluding any Ordinary Shares held in Treasury);
• (b) the minimum price which may be paid for an Ordinary Share is the nominal value thereof of 10 pence;
• (c) the maximum price which may be paid for an Ordinary Share is an amount equal to the higher of

• (i) 105 per cent. of the average of the middle market value for an Ordinary Share taken from the London Stock Exchange daily official list for the five business days immediately preceding the day on which such Ordinary Share is to be purchased; and

• (ii) the amount stipulated by Article 5(1) of the Buyback and Stabilisation Regulation 2003;

• (d) the authority conferred by this resolution shall expire on the date falling 15 months after the date of the passing of this resolution or, if earlier, the conclusion of the next AGM of the Company, unless such authority is renewed prior to such time; and
• (e) the Company may make a contract to purchase Ordinary Shares under the authority conferred by this resolution prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority.
• 1. THAT, a general meeting (other than an AGM) may be called on not less than 14 clear days' notice, provided that this authority shall expire at the conclusion of the next AGM of the Company.

By order of the Board

Livingbridge VC LLP

Company Secretary

22 November 2018 Registered Office: 100 Wood Street, London EC2V 7AN

Baronsmead Second Venture Trust plc Important Notes

The following notes explain your general rights as a shareholder and your right to attend and vote at this AGM or to appoint someone else to vote on your behalf.

• 1. To be entitled to attend and vote at the meeting (and for the purposes of the determination by the Company of the votes they may cast), members must be registered in the Register of Members of the Company by 11.00am on Tuesday 26 February 2019 (or in the event of any adjournment, 48 hours before the time of the adjourned meeting). Changes to the Register of Members of the Company after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
• 1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend, speak and vote on his or her behalf. A proxy need not also be a member, but must attend the meeting to represent you. Details of how to appoint the Chairman of the meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.
• 1. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Company's registrars, Computershare Investor Services PLC, helpline on 0800 923 1534 or you may photocopy the proxy form. Please indicate in the box next to the proxy holder's name, the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• 1. A personalised form of proxy is enclosed with Shareholders' copies of this document. To be valid, it should be lodged with the Company's registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY so as to be received not later than 48 hours before the time appointed for the meeting or any adjourned meeting or, in the case of a poll taken subsequent to the date of the meeting or adjourned meeting, so as to be received no later than 24 hours before the time appointed for taking the poll.
• 1. A person authorised by a corporation is entitled to exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company. On a vote on a resolution on a show of hands, each authorised person has the same voting rights as the corporation would be entitled to. On a vote on a resolution on a poll, if more than one authorised person purports to exercise a power in respect of the same share:
• (a) if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way; or

• (b) if they do not purport to exercise the power in the same way as each other, the power is treated as not exercised.

• 1. Any person receiving a copy of this Notice as a person nominated by a member to enjoy information rights under section 146 of the Companies Act 2006 (a "Nominated Person") should note that the provisions in Notes 2 and 3 above concerning the appointment of a proxy or proxies to attend the meeting in place of a member, do not apply to a Nominated Person as only Shareholders have the right to appoint a proxy. However, a Nominated Person may have a right under an agreement between the Nominated Person and the member by whom he or she was nominated to be appointed, or to have someone else appointed, as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may have a right under such an agreement to give instructions to the member as to the exercise of voting rights at the meeting.
• 1. Nominated persons should also remember that their main point of contact in terms of their investment in the Company remains the member who nominated the Nominated Person to enjoy information rights (or, perhaps the custodian or broker who administers the investment on their behalf). Nominated Persons should continue to contact that member, custodian or broker (and not the Company) regarding any changes or queries relating to the Nominated Person's personal details and interest in the Company (including any administrative matter). The only exception to this is where the Company expressly requests a response from a Nominated Person.
• 1. Appointment of a proxy will not preclude a member from subsequently attending and voting at the meeting should the member subsequently decide to do so. A member can only appoint a proxy using the procedures set out in these notes and the notes to the proxy card. The termination of the authority of a person to act as a proxy must be notified to the Company in writing. Amended instructions must be received by Computershare Investor Services PLC by the deadline for receipt of proxies. Should a member wish to appoint a proxy electronically, such proxy appointment must be registered electronically at www.eproxyappointment.com, so as to be received not later than 48 hours before the time appointed for the meeting or any adjourned meeting or, in the case of a poll taken subsequent to the date of the meeting or adjourned meeting, so as to be received no later than 24 hours before the time appointed to take the poll. To vote electronically, you will be asked to provide the Control Number, Shareholder Reference Number (SRN) and PIN, details of which are contained in the personalised proxy card enclosed. This is the only acceptable means by which proxy instructions may be submitted electronically.
• 1. As at 22 November 2018 the Company's issued share capital consists of 232,791,189 ordinary Shares of which 16,298,214 are held in treasury. The total number of treasury shares held by the Company represents 7.53% of the Company's issued share capital (excluding treasury shares). The total number of voting rights in the Company is 216,492,975.
• 1. A copy of the Notice of AGM and the information required by Section 311A Companies Act 2006 is included on the Company's website, www.baronsmeadvcts.co.uk.

Baronsmead Second Venture Trust plc Important Notes

• 1. Section 319A of the Companies Act 2006 requires the Directors to answer any question raised at the AGM which, relates to the business of the meeting, although no answer need be given (a) if to do so would interfere unduly with the preparation of the meeting or involve disclosure of confidential information; (b) if the answer has already been given on the Company's website; or (c) if it is undesirable in the best interests of the Company or the good order of the meeting.
• 1. Members satisfying the thresholds in section 527 of the Companies Act 2006 can require the Company to publish a statement on its website setting out any matter relating to (a) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM; or (b) any circumstances connected with an auditor of the Company ceasing to hold office since the last AGM, that the members propose to raise at the meeting. The Company cannot require the members requesting the publication to pay its expenses, any statement required to be placed on the website must also be sent to the Company's auditors no later than the time it makes its statement available on the website. The business which may be dealt with at the meeting includes any statement that the Company has been required to publish on its website.
• 1. Members satisfying the thresholds in section 338 of the Companies Act 2006 may require the Company to give, to members of the Company entitled to receive notice of the AGM, notice of a resolution which those members intend to move (and which may properly be moved) at the AGM. A resolution may properly be moved at the AGM unless: (i) it would, if passed, be ineffective (whether by reason of any inconsistency with any enactment or the Company's constitution or otherwise); (ii) it is defamatory of any person; or (iii) it is frivolous or vexatious. A request made pursuant to this right may be in hard copy or electronic form, must identify the resolution of which notice is to be given, must be authenticated by the person(s) making it and must be received by the Company not later than six weeks before the date of the AGM.
• 1. Members satisfying the thresholds in section 338A of the Companies Act 2006 may request the Company to include in the business to be dealt with at the AGM any matter (other than a proposed resolution) which may properly be included in the business at the Annual General Meeting. A matter may properly be included in the business at the AGM unless (i) it is defamatory of any person or (ii) it is frivolous or vexatious. A request made pursuant to this right may be in hard copy or electronic form, must identify the matter to be included in the business, must be accompanied by a statement setting out the grounds for the request, must be authenticated by the person(s) making it and must be received by the Company not later than six weeks before the date of the AGM.
• 1. By attending the meeting, members and their proxies and representatives are understood by the Company to have agreed to receive any communications relating to the Company's shares made at the meeting.
• 1. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by utilising the procedures described in the CREST manual, which is available to download from the Euroclear website (www.euroclear.com/CREST). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
• 1. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST manual. The message must be transmitted so as to be received by the Issuer's agent (3RA50) by the latest time for receipt of proxy appointments specified in note 4 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST applications host) from which the issuers agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
• 1. CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings.
• 1. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) of the Uncertificated Securities Regulations 2001.
• 1. The 2018 Annual Report incorporating this notice of meeting, details of the number of shares in respect of which members are entitled to exercise voting rights at the AGM as at 22 November 2018 (the business day prior to publication of this notice) and, if applicable, any members' statements, members' resolutions or members' matters of business received by the Company after the dates of this notice will be available on the Company's website, www.baronsmeadvcts.co.uk
• 1. None of the Directors has a contract of service with the Company. A copy of the generic terms and conditions of appointment that have been adopted by the Directors will be available for inspection at the registered office of the Company during usual business hours on any weekday (except weekends and public holidays) until the date of the AGM and at the place of the AGM for a period of fifteen minutes prior to and during the AGM.