Pre-Annual General Meeting Information • Jul 10, 2025
Pre-Annual General Meeting Information
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Resolutions passed, other than those as ordinary business, at the Annual General Meeting of Octopus Apollo VCT plc held on 10 July 2025 at 33 Holborn, London, EC1N 2HT.
THAT, in addition to existing authorities, the Directors be and are generally and unconditionally authorised in accordance with s551 of the Companies Act 2006 (the 'Act') to exercise all the powers of Apollo to allot shares in Apollo up to a maximum nominal amount of £317,268 (representing approximately 30% of the Ordinary share capital in issue at the date of this Notice) such authority to expire at the earlier of the conclusion of Apollo's AGM next following the passing of this Resolution and the expiry of 15 months from the passing of the relevant Resolution (unless previously renewed, varied or revoked by Apollo in a general meeting) but so that such authority allows Apollo 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.
THAT in addition to existing authorities, the Directors of Apollo be and hereby are generally and unconditionally authorised in accordance with Section 551 of the Act to exercise all the powers of Apollo to allot shares in Apollo up to a maximum nominal amount of £74,029 in connection with Apollo's dividend reinvestment scheme (representing approximately 7% of the Ordinary share capital in issue as at the date of this Notice) provided that the authority conferred by this Resolution shall expire on the date falling 15 months from the date of the passing of this Resolution or, if earlier, the conclusion of Apollo's next AGM following the passing of this Resolution (unless previously renewed, varied or revoked by Apollo in general meeting) save that this authority shall allow Apollo to make, before the expiry of this authority, any offers or agreements which would or might require Shares to be allotted or rights to be granted after such expiry and the Directors may allot Shares in pursuance of any such offer or agreement notwithstanding the expiry of such authority.
THAT, conditional upon the passing of Resolution 6, and in addition to existing authorities, the Directors of Apollo be and are hereby empowered pursuant to s571 of the Act 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 granted by Resolution 6 as if s561 of the 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(2) of the Act; and (b) the power conferred by this Resolution shall enable Apollo 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.
The power provided by this Resolution shall expire on the date falling 15 months from the date of the passing of this Resolution or, if earlier, the conclusion of Apollo's next AGM following the passing of this Resolution (unless previously renewed, varied or revoked by Apollo in general meeting).
THAT, conditional upon the passing of Resolution 7, and in addition to existing authorities, the Directors of Apollo be and are hereby empowered pursuant to s571 of the Act 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 granted by Resolution 7 as if s561 of the 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(2) of the Act; and
(b) the power conferred by this Resolution shall enable Apollo 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.
The power provided by this Resolution shall expire on the date falling 15 months from the date of the passing of this Resolution or, if earlier, the conclusion of Apollo's next AGM following the passing of this Resolution (unless previously renewed, varied or revoked by Apollo in general meeting).
Resolution 10 proposed as a special resolution
THAT, in addition to existing authorities, Apollo be and is hereby generally and unconditionally authorised to make market purchases (within the meaning of s693(4) of the Act) of Ordinary shares of 0.1p each in Apollo ('Ordinary shares') provided that:
(a) the maximum number of Ordinary shares so authorised to be purchased shall not exceed 158,528,240 Ordinary shares, representing approximately 14.99% of Apollo's issued share capital at the date of this Notice;
(b) the minimum price which may be paid for an Ordinary share shall be its nominal value;
(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 quotation 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(6) of the Market Abuse Regulation; (d) the authority conferred comes to an end at the conclusion of the next AGM of Apollo or upon the expiry of 15 months from the passing of this Resolution, whichever is the earlier; and
(e) that Apollo 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.
Resolution 11 proposed as a special resolution
THAT, subject to the sanction of the High Court, the amount standing to the share premium account of Apollo, at the date the order is made confirming such cancellation by the Court, be and is hereby cancelled, and the amount by which the share capital is so reduced be credited to the reserves of Apollo.
London Services Limited
Registered office _ _ _ _ _ _ _ _ _ _ _ __ _ __ _ _
33 Holborn Octopus Company Secretarial EC1N 2HT Company Secretary
Date: 10 July 2025
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