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MAVEN INCOME & GROWTH VCT 4 PLC

Registration Form Oct 6, 2025

4835_rf_2025-10-06_2fdfe1e3-2f39-4c84-9596-82a59eb914ca.pdf

Registration Form

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS DOCUMENT OR AS TO WHAT ACTION YOU SHOULD TAKE, YOU SHOULD IMMEDIATELY CONSULT A PERSON AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FSMA) WHO SPECIALISES IN ADVISING ON THE ACQUISITION OF SHARES AND OTHER SECURITIES.

This document constitutes a registration document (the Registration Document) issued by Maven Income and Growth VCT PLC (Maven VCT 1), Maven Income and Growth VCT 3 PLC (Maven VCT 3), Maven Income and Growth VCT 4 PLC (Maven VCT 4) and Maven Income and Growth VCT 5 PLC (Maven VCT 5) (together the Maven VCTs and each a Maven VCT). Additional information relating to the Maven VCTs is contained in a securities note issued by the Maven VCTs (the Securities Note). This Registration Document, the Securities Note and a summary (the Summary) have been prepared in accordance with the Prospectus Regulation Rules under the FSMA and have been approved by the Financial Conduct Authority (FCA) as the competent authority under the UK version of Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (the UK Prospectus Regulation) and constitute a prospectus issued by the Maven VCTs dated 2 October 2025 (the Prospectus). The FCA only approves this Registration Document as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation. Such approval should not be considered as an endorsement of the issuers that are the subject of this Registration Document. The Prospectus has been drawn up as part of a simplified prospectus in accordance with article 14 of the UK Prospectus Regulation. You are advised to read the Prospectus in full.

This document has been prepared for the purposes of complying with the UK Prospectus Regulation, English law and the Prospectus Regulation Rules and the information disclosed may not be the same as that which would be disclosed if this document had been prepared in accordance with the laws of a jurisdiction outside England.

The Maven VCTs and the Directors (whose names are set out on page 87) accept responsibility for the information contained in this document. To the best of the knowledge of the Maven VCTs and the Directors the information contained in the document is in accordance with the facts and the document makes no omission likely to affect its import.

The contents of this document and the information incorporated herein by reference should not be construed as legal, business or tax advice. Neither the Maven VCTs nor any of their Directors or representatives are making any representation to any offeree or purchaser or acquirer of the New Shares regarding the legality of an investment in the New Shares by such offeree or purchaser or acquirer under the laws applicable to such offeree or purchaser or acquirer.

Your attention is drawn to the risk factors set out on pages 3 and 4 of this document. Prospective investors should read the whole text of this document and should be aware that an investment in the Maven VCTs involves a high degree of risk and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. All statements regarding each Maven VCT's business, financial position and prospects should be viewed in light of such risk factors.

MAVEN INCOME AND GROWTH VCT PLC MAVEN INCOME AND GROWTH VCT 3 PLC
(registered in England and Wales (registered in England and Wales
with registered number 03908220) with registered number 04283350)
MAVEN INCOME AND GROWTH VCT 4 PLC MAVEN INCOME AND GROWTH VCT 5 PLC
(registered in Scotland (registered in England and Wales
with registered number SC272568) with registered number 04084875)

Each Maven VCT's existing Shares are listed on the Official List of the FCA and traded on the London Stock Exchange's Main Market for listed securities.

Howard Kennedy Corporate Services LLP (Howard Kennedy), which is authorised and regulated in the United Kingdom for the conduct of investment business by the FCA, is acting as sponsor exclusively for the Maven VCTs and for no one else in connection with the Offers, and, subject to the responsibilities and liabilities imposed by the FSMA or the regulatory regime established thereunder, will not be responsible to any person other than the Maven VCTs for providing the protections afforded to customers of Howard Kennedy or for providing advice to them in relation to the Offers. Howard Kennedy is not making any representation or warranty, express or implied, as to the contents of this document.

Subject to the FSMA, the Prospectus Regulation Rules and applicable laws, the delivery of this document shall not, under any circumstances, create any implication that there has been no change in the affairs of the Maven VCTs since the date of this document or that the information in this document is correct as at any time after this date.

Copies of this Registration Document, the Securities Note and the Summary (and any supplementary prospectus published by the Maven VCTs) are available free of charge from the offices of the Manager, Maven Capital Partners UK LLP, Kintyre House, 205 West George Street, Glasgow G2 2LW, and on each Maven VCT's webpage at: mavencp.com/migvct, mavencp.com/migvct3, mavencp.com/migvct4 and mavencp.com/migvct5.

None of the Shares have been, nor will the New Shares be, registered in the United States under the United States Securities Act of 1933, as amended, (the Securities Act) or under the securities laws of Canada, Australia, Japan or South Africa (each a Restricted Territory) and they may not be offered or sold directly or indirectly within the United States or any of the Restricted Territories or to, or for the account or benefit of, US Persons (as defined in Regulation S made under the Securities Act) or any national, citizen or resident of the United States or any of the Restricted Territories. No offer of New Shares has been, nor will be, made, directly or indirectly, in or into the United States or any of the Restricted Territories or in any other jurisdiction where to do so would be unlawful. In particular, prospective shareholders who are resident in the United States or any Restricted Territory should note that this document is being sent for information purposes only.

The distribution of this document in jurisdictions other than the UK may be restricted by law and, therefore, persons into whose possession this document comes should inform themselves about and observe any of these restrictions. Any failure to comply with any of those restrictions may constitute a violation of the securities law of any such jurisdiction. Any person (including, without limitation, custodians, nominees and trustees) who may have a contractual or legal obligation to forward this document should read the paragraph entitled "Overseas Investors'' on page 78 of this document before taking any action.

Defined terms can be located on pages 82 to 86.

YOUR ATTENTION IS DRAWN TO THE RISK FACTORS ON PAGES 3 AND 4. AN INVESTMENT IN THE NEW SHARES IS ONLY SUITABLE FOR INVESTORS WHO ARE CAPABLE OF EVALUATING THE RISKS AND MERITS OF SUCH AN INVESTMENT AND HAVE SUFFICIENT RESOURCES TO BEAR ANY LOSS THAT MAY ARISE.

CONTENTS

Risk Factors 3
Part 1: The Directors and the Manager 5
Part 2: Investment Policies of the Maven VCTs 18
Part 3: Financial Information on the Maven VCTs 20
Part 4: Portfolio Information of the Maven VCTs 25
Part 5: General Information 43
Section A: Maven VCT 1 – General Information 43
Section B: Maven VCT 3 – General Information 49
Section C: Maven VCT 4 – General Information 56
Section D: Maven VCT 5 – General Information 62
Section E: General Information about the Maven VCTs 69
Part 6: Tax Position for Investors 79
Part 7: Definitions 81
Contact Information 86

RISK FACTORS

The following are those risk factors which are material to each Maven VCT and of which each Maven VCT's respective Directors are aware. Material risk factors relating to the New Shares are contained in the Securities Note. Additional factors that are not presently known to the Directors, or that the Directors currently deem immaterial, may also have an effect on the business, financial condition or results of operations of the relevant Maven VCT.

RISKS RELATING TO THE MAVEN VCTS AND THEIR INVESTMENT POLICIES

Risks Relating to the Portfolios

  • The majority of the investments completed by the Maven VCTs are in smaller private companies, and it can be difficult to value and dispose of such Investee Companies relative to larger more established companies, especially as it can take a number of years for the underlying value or quality of the business to be fully reflected in the market value of smaller companies. In addition, as unquoted companies tend to have less mature businesses, less managerial experience and a higher risk profile, the risk of insolvency in unquoted companies is higher than in larger quoted stocks. All of these factors could lead to volatility in the NAVs of the Maven VCTs.
  • The investments that the Maven VCTs can make are subject to the "risk-to-capital" condition in the Finance Act 2018, which, together with the increased investment restrictions introduced by the Finance (No. 2) Act 2015, is designed to focus investment on businesses that are in an earlier stage of development than those that the Maven VCTs invested in prior to the VCT rule changes introduced in 2015. This may limit the ability of the Maven VCTs to provide further investment to Investee Companies already in the portfolios, which may result in loss or dilution of the investment and could affect the returns to the Maven VCTs and Shareholders. The "risk-to-capital" condition increases the risk profile of Investee Companies as they will be at an earlier stage of their growth. The value of earlier stage companies is often more volatile than mature businesses, making it difficult to predict future value.
  • The Maven VCTs may also invest in businesses quoted on the Alternative Investment Market (AIM), which can be higher risk than investment in larger companies listed on the Main Market of the London Stock Exchange, as they may have limited trading history, product lines, markets or financial resources, and may be dependent on a smaller number of key individuals in the senior management teams. The market for shares in AIM quoted Investee Companies may be less liquid than that for the shares of larger listed companies and may impact the ability of the Maven VCTs to realise investments in a timely fashion and at satisfactory prices.

Risks Relating to Reliance on the Manager

• The ability of each Maven VCT to implement its investment policy and achieve its investment objective is dependent on the performance and expertise of the Manager, in the acquisition, management and disposal of investments, as well as its ability to attract and retain sufficient and suitably qualified members of staff. Each Board has broad discretion to monitor the performance of the Manager and has the power to appoint a replacement, but there can be no guarantee that a suitable replacement would be found. The Manager's performance or that of any replacement cannot be guaranteed and may have an adverse effect on the performance of the Maven VCTs.

Risks Relating to Macroeconomic Factors

  • The ongoing hostilities in the Middle East and Ukraine, and the resulting economic sanctions imposed on the Russian Federation in respect of the latter, continue to have far-reaching consequences for the global economy, the cost of living generally and investments in smaller companies. In particular, the uncertainty in supply caused by the conflict in Ukraine has led to a significant increase in energy and other costs in the UK, which have had an adverse effect on the performance of Investee Companies and, therefore, on the NAVs of the Maven VCTs. The Boards continue to monitor developments in these conflicts and the impact that they have on the global economic environment.
  • Changes in global trade policy, including the introduction of significant US tariffs and ongoing post-Brexit adjustments and geopolitical tensions, could result in increased input costs, supply chain disruptions, or reduced demand for exports. Whilst the Maven VCTs' portfolio companies are primarily UK-based small and medium-sized enterprises (SMEs), some may rely on imported goods and services, sell products into overseas markets or otherwise be affected by global events. In such instances, the impaired profitability of affected portfolio companies could have an adverse effect on the value of the Maven VCTs' investments.
  • Despite interest rates steadily falling since 1 August 2024, they remain at high levels when compared to the previous decade. Even if interest rates are reduced further in 2025 as is anticipated by many commentators, they could continue to have an adverse effect on Investee Companies. Whilst the Directors do not anticipate this being an issue in terms of access to capital, they do anticipate that continued high interest rates could increase the discount rate applied to future earnings for businesses that are seeking investment. This may make it more difficult for the Manager to value existing and prospective Investee Companies, which could have an adverse effect on the NAVs of the Maven VCTs.
  • Inflation remains above the Bank of England's target rate of 2%. Many of the Maven VCTs' portfolio companies are early-stage or growth-stage businesses that may be disproportionately affected by rising input costs, wage inflation, or general economic conditions linked to inflation.

RISKS RELATING TO TAXATION AND REGULATION

  • The sale of New Shares within five years of their issue will require the repayment of some or all of any initial income tax relief obtained on the investment. If a Shareholder disposes of existing Shares in any Maven VCT within six months before or after acquiring New Shares in the same Maven VCT, then the amount of the investment in New Shares on which they can claim VCT tax reliefs will be reduced by an amount equal to the proceeds of the disposal. This restriction does not apply in respect of investment in the New Shares of a different VCT (including other VCTs managed by the same VCT manager) to the VCT in which shares are sold.
  • Any change in government and/or of governmental, economic, fiscal, monetary or political policy, in particular government spending reviews, any changes to taxation, tax reliefs, tax status and other rules or regulations associated with VCTs, could materially affect, directly or indirectly, the operation and/or the performance of the Companies. Each of the Maven VCTs intends to manage its affairs so as to obtain, and thereafter maintain, annual approval as a VCT. However, there can be no guarantee that each of the Maven VCTs will be able to maintain its VCT status. Where a VCT fails to maintain approval as a VCT before Qualifying Investors have held their New Shares in that VCT for five or more years, the income tax relief obtained on the amount subscribed in that VCT will have to be repaid by such investors. In addition, any dividends paid during the financial year in which VCT status is lost are taxable, though dividends paid in previous financial years will not become taxable.
  • Should income tax relief no longer be available on new subscriptions this would likely reduce the Company's ability to raise further funds, which may mean it is no longer able to make new investments, and may also make it difficult for the Company to support its portfolio companies through further investment. This could result in a dilution of the Company's shareholding if other investors invest in these companies and/or constrain the growth of such companies and/or cause those companies to fail due to lack of needed funds.

PART 1: THE DIRECTORS AND THE MANAGER

A. THE DIRECTORS

The Directors of each Maven VCT are responsible for the determination of that Maven VCT's investment objective and policy and have overall responsibility for its activities, including the review of investment activity and performance. The Directors of each Maven VCT, together with the Manager, are determined to maintain the VCT status of each Maven VCT and, in this regard, recognise its critical importance to existing and potential Shareholders of that Maven VCT. Each Board has put in place procedures designed to ensure that VCT status is maintained and monitored closely through the provision of regular reports from the Manager on the status of the Maven VCT against the various tests that it must meet in order to maintain its VCT status.

The Directors are all non-executive and (other than Bill Nixon) are all independent of the Manager, and each Board has relevant experience of similar investment funds, regulatory organisations, corporate governance of listed companies, the private equity industry and/or investee companies. Each Board is also responsible for ensuring that its respective Maven VCT is managed so that risks to its profits and assets are minimised. They have each established an ongoing formal process to ensure that risk exposure is reviewed regularly. As part of this regular review, each Board tests market service providers in order to improve both service standards and value for money. Save in respect of Bill Nixon (who is a Director of Maven VCT 3 and Maven VCT 4 and Managing Partner of the Manager and is, therefore, interested in those contracts with Maven VCT 3 and Maven VCT 4 referred to in paragraph 4 in Sections B and C in Part 5 of this document), there are no potential conflicts of interest between any duties owed to any of the Maven VCTs by its Directors and their private interests and/or their other duties.

Corporate Governance

The Listing Rules require listed companies, such as the Maven VCTs, to include in their annual report a statement of how they apply the principles of good corporate governance as set out in the UK Corporate Governance Code (the Code) and whether or not they have complied with the best practice provisions set out in the Code throughout their respective latest accounting period. Where any of the provisions have not been complied with, the relevant Maven VCT must state the provisions in question, the period within which non-compliance occurred and the reasons for non-compliance.

Each Maven VCT is a member of the Association of Investment Companies (AIC). All of the Boards have considered the principles and provisions (as relevant) of the AIC Code of Corporate Governance (the AIC Code). The AIC Code addresses all the principles and provisions set out in the Code, as well as setting out additional provisions on issues that are of specific relevance to investment companies and their activities. Each of the Boards considers that reporting against the principles and provisions of the AIC Code, which has been endorsed by the Financial Reporting Council, provides more relevant information to Shareholders, and that this endorsement means that by reporting against the AIC Code the relevant Company is meeting its obligations under the Code and the associated disclosure requirements of the Listing Rules (and as such does not need to report further on issues contained in the Code that are not relevant to it). Such issues include:

  • Provision 9 (dual role of the chair and chief executive);
  • Provision 19 (tenure of the chair);
  • Provision 25 (internal audit function); and
  • Provision 33 (executive remuneration).

For the financial year ended 28 February 2025, and up to the date of this document, Maven VCT 1 has complied fully with the main principles of the AIC Code, except where noted under the heading "Corporate Governance" in section 1 below.

For the financial year ended 30 November 2024, and as at the date of this document, Maven VCT 3 has complied fully with the main principles of the AIC Code, except where noted under the heading "Corporate Governance" in section 2 below.

For the financial year ended 31 December 2024, and as at the date of this document, Maven VCT 4 has complied fully with the main principles of the AIC Code, except where noted under the heading "Corporate Governance" in section 3 below.

For the financial year ended 30 November 2024, and up to the date of this document, Maven VCT 5 has complied fully with the main principles of the AIC Code, except where noted under the heading "Corporate Governance" in section 4 below.

1. Directors of Maven VCT 1

John Pocock, Chairman and Independent Non-executive Director

John has extensive experience in the information technology and financial sectors and was formerly a director and chief executive of Druid Group plc, a FTSE 250 company that was acquired by Xansa plc in March 2000. He is currently executive chairman of DiffusionData Limited (formerly Push Technology Limited and a current portfolio company) and is a former non-executive director of Electric & General Investment Trust PLC. John is also a director of Synergie Global Limited and Lightsong Media Group Limited.

Alison Fielding, Independent Non-executive Director

Alison is an experienced entrepreneur and non-executive director, with significant expertise in strategy development and implementation for both large and small organisations, having worked as a strategy consultant at McKinsey & Company and having been a former COO at IP Group plc. She is currently a non-executive director and chairman of the remuneration committee at Nanoco Group PLC. Alison is also a non-executive director of Thomas Swan & Co. Limited.

Andrew Harrington, Independent Non-executive Director

Andrew is co-owner of AHV Associates LLP, a boutique investment bank formed in 2001, and works alongside management teams and shareholders across many sectors to advise on transactions such as the purchase or sale of companies and capital raising. He was previously founder and chief executive of Nextcall Telecom, a business backed by venture and private investor capital, before which he was managing director at Salomon Brothers, where he advised on investment, initial public offerings, secondary public market offerings and mergers & acquisitions.

Current and past directorships

The Maven VCT 1 Directors are currently, or have been within the last five years immediately prior to the date of this document, members of the administrative, management or supervisory bodies or partners of the entities specified below:

John Pocock Current directorships/partnerships DIFFUSION DATA LIMITED LIGHTSONG MEDIA GROUP LIMITED MAVEN INCOME AND GROWTH VCT PLC SYNERGIE GLOBAL LTD SYNVEST LIMITED THE SHERBORNE SCHOOL FOUNDATION ZZIP LIMITED

Alison Fielding Current directorships/partnerships MAVEN INCOME AND GROWTH VCT PLC NANOCO GROUP PLC THOMAS SWAN & CO. LIMITED THOMAS SWAN HOLDINGS LIMITED

Andrew Harrington Current directorships/partnerships AHV ASSOCIATES LLP AHV CORPORATE FINANCE LIMITED CORE HOSPITALITY A/S MAVEN INCOME AND GROWTH VCT PLC SUSAN HARRINGTON NY PROPERTY LLP

*See paragraph below on position relating to Castlegate High Park Limited.

Past directorships/partnerships (five years) CASTLEGATE HIGH PARK LIMITED (DISSOLVED)* COGNITO IQ LIMITED COGNITO LIMITED ELECTRIC & GENERAL INVESTMENT FUND YOUNG BRITISH-ENTREPRENEUR LTD

Past directorships/partnerships (five years) CARNEGIE TRUST FOR THE UNIVERSITIES OF SCOTLAND GETECH GROUP PLC QUEEN MARY INNOVATION LIMITED QUEEN MARY BIOENTERPRISES LIMITED ZOTEFOAMS PLC

Past directorships/partnerships (five years) POLICY PEOPLE'S VOTE LTD

None of the Maven VCT 1 Directors in the five years prior to the date of this document:

  • save for those companies and partnerships referred to in the table above, is currently a director of a company or a partner in a partnership or has been a director of a company or a partner in a partnership within the five years immediately preceding the date of this document;
  • has any unspent convictions in relation to fraudulent offences;
  • save for those Maven VCT 1 Directors and the companies referred to in the paragraphs below, has had any bankruptcies, receiverships or liquidations through acting in the capacity of a member of any administrative, management or supervisory bodies or as a partner, founder or senior manager of any partnership or company; or
  • has had any official public recriminations and/or sanctions by any statutory or regulatory authority (including any designated professional body) nor has ever been disqualified by a court from acting as a member of the administrative management or supervisory bodies of any company or firm acting, or in the management or conduct of the affairs of, any company.

Corporate Governance

There are certain areas of the Code with which Maven VCT 1 does not specifically comply and which the AIC does not consider relevant to VCTs.

  • Provision 9 (dual role of the chair and chief executive);
  • Provision 19 (tenure of the chair);
  • Provision 25 (internal audit function); and
  • Provision 33 (executive remuneration).

As permitted by the AIC Code, Maven VCT 1 does not report further on the above provisions.

The Maven VCT 1 Board is of the opinion that Maven VCT 1 has complied fully with the main principles identified in the AIC Code, except as set out below:

• Provision 14 (senior independent director).

A senior independent non-executive director has not been appointed, as the Board considers that each Director has different qualities and areas of expertise on which they may lead.

Board of Directors

The Maven VCT 1 Board currently consists of three non-executive Directors. All of the directors are considered to be independent of the Manager and free of any relationship that could materially interfere with the exercise of their independent judgement. The Maven VCT 1 Board has delegated certain responsibilities and functions to the Audit Committee, the Management Engagement Committee, the Nomination Committee, the Remuneration Committee and the Risk Committee. Each committee is comprised of the full Maven VCT 1 Board.

Andrew Harrington is chairman of the Audit and Risk Committees, which operate within clearly defined terms of reference. The Audit Committee examines the annual and half yearly reports and financial statements and, when considering the annual reports, reviews the scope of the audit and the auditor's report to the Maven VCT 1 Board. Maven VCT 1 also reviews its approach for governing and controlling the provision of non-audit services by the external auditor, so as to safeguard its independence and objectivity.

Maven VCT 1 Shareholders are asked to approve the re-appointment, and the Maven VCT 1 Directors' authority to fix the remuneration, of the auditor, at each annual general meeting. Any non-audit work requires the specific approval of the Audit Committee in each case. Non-audit work, where independence may be compromised or conflicts arise, is prohibited. The Audit Committee considers the external auditor to be independent of Maven VCT 1. The Risk Committee reviews Maven VCT 1's risk management systems, which allow Maven VCT 1 to identify, measure, manage and monitor all risks on a continuous basis. At least one meeting of the Risk Committee is held each quarter and further at such times as required by the Maven VCT 1 Board.

The Management Engagement committee is chaired by John Pocock and, on an annual basis, reviews the management contract with the Manager.

John Pocock is also chairman of the Nomination Committee, which makes recommendations to the Maven VCT 1 Board on matters including the evaluation of the performance of the Maven VCT 1 Board and its committees, succession planning and the identification and nomination of candidates to fill Maven VCT 1 Board vacancies, as and when they arise, for the approval of the Maven VCT 1 Board. The performance of the Maven VCT 1 Board, committees and individual Maven VCT 1 Directors is evaluated through an assessment process, led by the chairman of Maven VCT 1 and the performance of the chairman is evaluated by the other Maven VCT 1 Directors.

Since Maven VCT 1 is a venture capital trust and only has non-executive directors, the Code principles relating to directors' remuneration do not apply (the relevant AIC Code principles are applied instead). Maven VCT 1 has a Remuneration Committee, which is chaired by Alison Fielding. The level of remuneration for the Maven VCT 1 Directors has been set in order to attract and retain individuals of a calibre appropriate to the future development of Maven VCT 1.

2. Directors of Maven VCT 3

Keith Pickering, Chairman and Independent Non-executive Director

Keith is a Fellow of The Institute of Chartered Accountants in England and Wales. He is a partner at Alantra Corporate Finance, formerly Catalyst Corporate Finance, which he founded in 1998 along with two others and where he leads the industrial sectors team in the UK. For over twenty years he played a major role in the growth of Catalyst and in September 2017 the business was sold to Alantra Group, the Spanish listed mid-market investment bank. Prior to establishing Catalyst, Keith spent thirteen years at the predecessor firms of PwC and Deloitte, including a three-year period in East Asia, operating out of Hong Kong.

David Allan, Independent Non-executive Director

David is a legally qualified corporate finance practitioner with significant experience in equity investment, M&A, VCTs and AIM. He is currently an executive director of Aridhia Informatics Limited, a private equity backed technology company. He was formerly a partner of, and is now a consultant with, Davidson Chalmers Stewart LLP, a commercial law firm based in Scotland. Prior to this, David was a partner with law firms Biggart Baillie LLP and Brodies LLP.

Bill Nixon, Non-executive Director

Bill is managing partner of Maven and has 40 years' experience in banking and private equity. He is a Fellow of the Chartered Institute of Bankers in Scotland and obtained an MBA from Strathclyde University in 1996. In the 1990s, Bill was head of the private equity business at Clydesdale Bank plc, then a subsidiary of National Australia Bank, before joining Aberdeen Asset Management PLC (Aberdeen) in 1999. In 2004, he was appointed as principal fund manager to all Aberdeen managed VCTs. In 2009, Bill and his senior colleagues led a management buy-out from Aberdeen to form Maven.

David Priseman, Independent Non-executive Director

David has over thirty five years' experience working for major banks, a care home group, a specialist transport consultancy, private equity houses and advising entrepreneurs. He has served on, led and advised boards ranging from start up to £120 million turnover in the care, aviation, software and agriculture sectors. David is currently a non-executive director of Astuta Limited, a buy and build software business specialising in regulatory technology. He also provides finance, strategy and related advisory services to a portfolio of SME clients. David has an MBA, a Diploma in Marketing from the Chartered Institute of Marketing, a Master's Degree in Transport Economics and a Bachelor's Degree in Business Studies and Economics.

Current and past directorships

The Maven VCT 3 Directors are currently, or have been within the last five years immediately prior to the date of this document, members of the administrative, management or supervisory bodies or partners of the entities specified below:

Keith Pickering

Current directorships/partnerships ALANTRA CORPORATE FINANCE LLP CATALYST CORPORATE FINANCE (UK) LLP CHERRY STREET INVESTMENT PARTNERSHIP CHERWELL FILMS LLP MAVEN INCOME AND GROWTH VCT 3 PLC SWALE FILMS LLP

David Allan

Current directorships/partnerships ARIDHIA INFORMATICS LIMITED MAIDSAFE.NET LIMITED MAVEN INCOME AND GROWTH VCT 3 PLC SAORSA LABS LTD TOBAR ADVISORY LIMITED

Bill Nixon

Current directorships/partnerships CUSTODIAN CAPITAL LIMITED DAERVEN BARROW LLP DVEST NOMINEES LIMITED FINANCE DURHAM GP LIMITED GMLF GP LIMITED LINCOLN PRIVATE INVESTMENT OFFICE LLP MAVEN CAPITAL (CARDIFF) LP MAVEN CAPITAL CARDIFF TRUSTEE LIMITED MAVEN CAPITAL (DOUGLAS HOUSE) LP MAVEN CAPITAL GCM LIMITED MAVEN CAPITAL (INVERNESS) LP MAVEN CAPITAL INVESTMENTS LIMITED MAVEN CAPITAL (LLANDUDNO) LLP MAVEN CAPITAL SECURITY TRUSTEE LIMITED MAVEN CAPITAL (SHIRE HALL DURHAM) LP MAVEN CAPITAL (TELFER HOUSE) LLP MAVEN CO-INVEST CI B1 LLP MAVEN CO-INVEST ENERGY A2 LP MAVEN CO-INVEST GP LIMITED MAVEN CO-INVEST ILLUME LP MAVEN CO-INVEST NETWORK LP MAVEN CO-INVEST PRECURSIVE LP MAVEN CO-INVEST PROOF LP MAVEN CO-INVEST PURA LP MAVEN CO-INVEST SPORT A1 LP MAVEN EXECUTIVE INVESTMENTS LLP MAVEN GMLF CI LLP MAVEN GPCO 1 LIMITED MAVEN GPCO 2 LIMITED MAVEN GPCO 3 LIMITED MAVEN GPCO 4 LIMITED MAVEN IFS EQUITY GP LIMITED MAVEN INCOME AND GROWTH VCT 3 PLC MAVEN INCOME AND GROWTH VCT 4 PLC MAVEN MEIF (EM) CIP LLP MAVEN MEIF (EM) GP (ONE) LIMITED MAVEN MEIF (WM) CIP LLP MAVEN MEIF (WM) GP (ONE) LIMITED MAVEN MEIF II ESEM DEBT GP LIMITED MAVEN MIP PE CI LLP MAVEN NEDF GP LIMITED

Past directorships/partnerships (five years)

Past directorships/partnerships (five years) 12 HS LLP BIODATA FLOW CIC (DISSOLVED) INNOVATUS TECHNOLOGIES LIMITED KERGAN STEWART LLP (DISSOLVED) WALLACE ALLAN LIMITED

Past directorships/partnerships (five years) DALGLEN (NO. 1030) LIMITED (IN LIQUDIATION) FINANCE DURHAM LP FIREBALL BLUE HOLDINGS LIMITED GMLF GP LIMITED MAVEN CAPITAL PARTNERS UK LLP MAVEN INCOME AND GROWTH VCT 6 PLC (DISSOLVED) MAVEN MEIF (EM) GP LIMITED (DISSOLVED)** MAVEN MEIF (WM) GP LIMITED (DISSOLVED)** NPIF NW EQUITY (CI) LIMITED (DISSOLVED)** VC RETAIL LIMITED

MAVEN NEDF CI LLP MAVEN NOMINEE LIMITED MAVEN NPIF II NE EQUITY GP LIMITED MAVEN PROPERTY CARRIED INTEREST LIMITED MAVEN PROPERTY INVESTMENTS LIMITED MAVEN SLF CI LLP MAVEN SLF FP LIMITED MAVEN SWIF EQUITY GP LIMITED MEINOM LIMITED NPIF NW EQUITY CARRIED INTEREST LLP NPIF NW EQUITY (GP) LIMITED SLF GP LIMITED

David Priseman Current directorships/partnerships ASTUTA LTD TUMBLEBUG LTD MAVEN INCOME AND GROWTH VCT 3 PLC

Past directorships/partnerships (five years) MILBOTIX LTD QUANTUM CARE LTD QUANTUM CARE DEVELOPMENTS LTD

* The company was placed into members' voluntary (solvent) liquidation. ** Voluntarily struck off the Register of Companies at Companies House.

*** The company was dissolved after being placed into members' voluntary (solvent) liquidation.

None of the Maven VCT 3 Directors in the five years prior to the date of this document:

  • save for those companies and partnerships referred to above, is currently a director of a company or a partner in a partnership or has been a director of a company or a partner in a partnership within the five years immediately preceding the date of this document;
  • has any unspent convictions in relation to fraudulent offences;
  • save for those Maven VCT 3 Directors and the companies referred to above, has had any bankruptcies, receiverships or liquidations through acting in the capacity of a member of any administrative, management or supervisory bodies or as a partner, founder or senior manager of any partnership or company; or
  • has had any official public recriminations and/or sanctions by any statutory or regulatory authority (including any designated professional body) nor has ever been disqualified by a court from acting as a member of the administrative management or supervisory bodies of any company or firm acting, or in the management or conduct of the affairs of, any company.

Corporate Governance

There are certain areas of the Code with which Maven VCT 3 does not specifically comply and which the AIC does not consider relevant to VCTs.

  • Provision 9 (dual role of the chair and chief executive);
  • Provision 19 (tenure of the chair);
  • Provision 25 (internal audit function); and
  • Provision 33 (executive remuneration).

As permitted by the AIC Code, Maven VCT 3 does not report further on the above provisions.

The Maven VCT 3 Board is of the opinion that Maven VCT 3 has complied fully with the main principles identified in the AIC Code, except as set out below:

• Provision 14 (senior independent director).

A senior independent non-executive director has not been appointed, as the Board considers that each Director has different qualities and areas of expertise on which they may lead.

Board of Directors

The Maven VCT 3 Board currently consists of four non-executive directors. All of the Maven VCT 3 Directors, with the exception of Bill Nixon, are considered to be independent of the Manager and free of any relationship that could materially interfere with the exercise of their independent judgement. Bill Nixon is currently the managing partner of Maven and as such is not considered to be independent. The Maven VCT 3 Board has delegated certain responsibilities and functions to the Audit & Risk Committee, the Management Engagement Committee, the Nomination Committee and the Remuneration Committee.

David Priseman is chairman of the Audit & Risk Committee, which operates within clearly defined terms of reference. The committee

examines the annual and half yearly reports and financial statements and, when considering the annual reports, reviews the scope of the audit and the auditor's report to the Maven VCT 3 Board. Maven VCT 3 also reviews its approach for governing and controlling the provision of non-audit services by the external auditor, so as to safeguard its independence and objectivity. Maven VCT 3 Shareholders are asked to approve the re-appointment, and the Maven VCT 3 Directors' authority to fix the remuneration, of the auditor, at each annual general meeting. Any non-audit work requires the specific approval of the committee in each case. Non-audit work, where independence may be compromised or conflicts arise, is prohibited. The Audit & Risk Committee considers the external auditor to be independent of Maven VCT 3. The committee also reviews Maven VCT 3's risk management systems, which allow Maven VCT 3 to identify, measure, manage and monitor all risks on a continuous basis. At least one meeting of the committee is held each quarter and further at such times as required by the Maven VCT 3 Board.

The Management Engagement Committee is chaired by Keith Pickering and, on an annual basis, reviews the management contract with the Manager.

Keith Pickering is also chairman of the Nomination Committee, which makes recommendations to the Maven VCT 3 Board on matters including the evaluation of the performance of the Maven VCT 3 Board and its committees, succession planning and the identification and nomination of candidates to fill Maven VCT 3 Board vacancies, as and when they arise, for the approval of the Maven VCT 3 Board. The performance of the Maven VCT 3 Board, committees and individual Maven VCT 3 Directors is evaluated through an assessment process, led by the chairman of Maven VCT 3, and the performance of the chairman is evaluated by the other Maven VCT 3 Directors.

Since Maven VCT 3 is a venture capital trust and only has non-executive directors, the Code principles relating to directors' remuneration do not apply (the relevant AIC Code principles are applied instead). Maven VCT 3 has a Remuneration Committee, comprising of all the independent Maven VCT 3 Directors and which is chaired by David Allan. The level of remuneration for the Maven VCT 3 Directors has been set in order to attract and retain individuals of a calibre appropriate to the future development of Maven VCT 3.

3. Directors of Maven VCT 4

Fraser Gray, Chairman and Independent Non-executive Director

Fraser was a director of Maven Income and Growth VCT 6 PLC from 1 July 2016 until the completion of its merger with Maven VCT 4. He was appointed as a director of Maven VCT 4 on 18 December 2019 and as chairman on 14 July 2022. Fraser sits on a number of advisory boards, supporting smaller companies on growth and strategic matters. He was previously a managing director in AlixPartners' turnaround and restructuring practice, where he led the provision of restructuring and liquidity improvement solutions to clients across a wide variety of industry sectors. Fraser is a chartered accountant and was formerly a licensed insolvency practitioner and accredited mediator. He is a non-executive director of Denholm Energy Services Limited and was, until 17 February 2023 when the company was sold, chairman of Richard Irvin FM Limited. He was also recently appointed as a director of Blue Mountain Investments Limited, on 26 August 2025, and HSSCI Limited. On 29 August 2025.

Daniel Bittner, Independent Non-executive Director

Daniel has an MBA from the University of St Gallen and worked in the financial sector with JPMorgan, Morgan Stanley and Goldman Sachs before founding the Rhino Partners Real Estate Group in Germany, and acting as a board advisor to Alpha Credit, a Geneva based private debt specialist. In 2002, he founded Arsago Capital Partners AG, of which he is chief executive, where he has managed direct and portfolio investments, including a global macro hedge fund, equity funds, a fixed income arbitrage fund, private equity investments, debt financing and venture capital mining companies.

Brian Colquhoun, Independent Non-executive Director

Brian is a Fellow of the Chartered Banker Institute in Scotland and spent more than three decades at Clydesdale and Yorkshire Bank, working extensively with smaller companies and management teams in supporting their growth ambitions. He held a number of senior roles and has a wide range of experience of corporate lending, credit and relationship management in the SME market. His most recent roles were as UK Head of Commercial Banking, where he held national responsibility for customer growth and satisfaction and as interim chief commercial officer at Unity Trust Bank. Brian is also a non-executive director of Coventry and Warwickshire Growth Hub Limited.

Bill Nixon, Non-executive Director

See Maven VCT 3 above.

Current and past directorships

The Maven VCT 4 Directors are currently, or have been within the last five years immediately prior to the date of this document, members of the administrative, management or supervisory bodies or partners of the entities specified below:

Fraser Gray Current directorships/partnerships AMCOMRI GROUP PLC BLAVEN CAPITAL LIMITED BLUE MOUNTAIN INVESTMENTS LIMITED

Past directorships/partnerships (five years) BOW BRIG LLP MAVEN CO-INVEST CURSOR LIMITED PARTNERSHIP MAVEN CO-INVEST ENDEAVOUR LIMITED PARTNERSHIP

DENHOLM ENERGY SERVICES LIMITED
HSSCI LIMITED
MAVEN C.I EN1 LP
MAVEN CAPITAL (CARDIFF) LP
MAVEN CAPITAL (TEFLER HOUSE) LLP
MAVEN CAPITAL (LLANDUDNO) LLP
MAVEN CO-INVEST DESIGN LP
MAVEN CO-INVEST DPP LIMITED PARTNERSHIP
MAVEN CO-INVEST GLACIER LIMITED PARTNERSHIP
MAVEN CO-INVEST GLACIER 2 LIMITED PARTNERSHIP
MAVEN CO-INVEST GLACIER 3 LIMITED PARTNERSHIP
MAVEN CO-INVEST GLACIER 4 LIMITED PARTNERSHIP
MAVEN CO-INVEST VODAT LIMITED PARTNERSHIP
MAVEN CO-INVEST XK LIMITED PARTNERSHIP
MAVEN INCOME AND GROWTH VCT 4 PLC
MAVEN PROPERTY (CARTERS YARD) LP

MAVEN CO-INVEST FLETCHER LIMITED PARTNERSHIP MAVEN CO-INVEST FLEXLIFE LIMITED PARTNERSHIP MAVEN CO-INVEST RMEC LIMITED PARTNERSHIP MAVEN CO-INVEST SPACE LIMITED PARTNERSHIP MAVEN CO-INVEST TORRIDON CAPITAL LP MAVEN INCOME AND GROWTH VCT 6 PLC (DISSOLVED) RED RIVER CREEK MINING GROUP LLC THE REEL ONE PARTNERSHIP LLP RICHARD IRVIN FM LIMITED ZEBRA REALISATIONS LLP

Bill Nixon Please see Maven VCT 3 above.

Brian Colquhoun

LIMITED

Daniel Bittner Current directorships/partnerships ARSAGO CAPITAL PARTNER AG RHINO PARTNERS IMMOBILIEN GMBH

Current directorships/partnerships

Past directorships/partnerships (five years) N/A

Past directorships/partnerships (five years) N/A

* The company was dissolved after being placed into members' voluntary (solvent) liquidation.

** The company was dissolved after a voluntary strike off.

MAVEN INCOME AND GROWTH VCT 4 PLC

*** The company was dissolved after a compulsory strike off. **** The company was placed into members' voluntary (solvent) liquidation.

COVENTRY AND WARWICKSHIRE GROWTH HUB

None of the Maven VCT 4 Directors in the five years prior to the date of this document:

  • save for those companies and partnerships referred to above, is currently a director of a company or a partner in a partnership or has been a director of a company or a partner in a partnership within the five years immediately preceding the date of this document;
  • has any unspent convictions in relation to fraudulent offences;
  • save for those Maven VCT 4 Directors and the companies referred to above, has had any bankruptcies, receiverships or liquidations through acting in the capacity of a member of any administrative, management or supervisory bodies or as a partner, founder or senior manager of any partnership or company; or
  • has had any official public recriminations and/or sanctions by any statutory or regulatory authority (including any designated professional body) nor has ever been disqualified by a court from acting as a member of the administrative management or supervisory bodies of any company or firm acting, or in the management or conduct of the affairs of, any company.

Corporate Governance

There are certain areas of the Code with which Maven VCT 4 does not specifically comply and which the AIC does not consider relevant to VCTs.

  • Provision 9 (dual role of the chair and chief executive);
  • Provision 19 (tenure of the chair);
  • Provision 25 (internal audit function); and
  • Provision 33 (executive remuneration).

As permitted by the AIC Code, Maven VCT 4 does not report further on the above provisions.

The Maven VCT 4 Board is of the opinion that Maven VCT 4 has complied fully with the main principles identified in the AIC Code, except as set out below:

• Provision 14 (senior independent director).

A senior independent non-executive director has not been appointed, as the Board considers that each Director has different qualities and areas of expertise on which they may lead.

Maven VCT 4 Board

Following the appointment of Daniel Bittner on 1 April 2025 and the retirement of Steven Scott at the Maven VCT 4 2025 AGM, the Maven VCT 4 Board currently consists of four non-executive directors. All of the Maven VCT 4 Directors, with the exception of Bill Nixon, are considered to be independent of the Manager and free of any relationship that could materially interfere with the exercise of their independent judgement. Bill Nixon is currently the managing partner of Maven and as such is not considered to be independent. The Maven VCT 4 Board has delegated certain responsibilities and functions to the Audit Committee, the Management Engagement Committee, the Nomination Committee and the Risk Committee.

Brian Colquhoun has assumed Steven Scott's previous role as chairman of the Audit Committee, which operates within clearly defined terms of reference. The Audit Committee examines the annual or half-yearly reports and financial statements and, when considering the annual reports, reviews the scope of the audit and the auditor's report to the Maven VCT 4 Board. Maven VCT 4 also reviews its approach for governing and controlling the provision of non-audit services by the external auditor, so as to safeguard its independence and objectivity. Maven VCT 4 Shareholders are asked to approve the re-appointment, and the Maven VCT 4 Directors' authority to fix the remuneration, of the auditor at each annual general meeting. Any non-audit work, other than interim reviews, requires the specific approval of the Audit Committee in each case. Non-audit work, where independence may be compromised or conflicts arise, is prohibited. The Audit Committee, which meets at least twice each year, considers the external auditor to be independent of Maven VCT 4.

The Management Engagement Committee is chaired by Fraser Gray and, on an annual basis, reviews the management contract with the Manager.

Fraser Gray is also chairman of the Nomination Committee, which makes recommendations to the Maven VCT 4 Board on matters including the evaluation of the performance of the Maven VCT 4 Board and its committees, succession planning and the identification and nomination of candidates to fill Maven VCT 4 Board vacancies, as and when they arise, for the approval of the Maven VCT 4 Board. The performance of the Maven VCT 4 Board, committees and individual Maven VCT 4 Directors is evaluated through an assessment process, led by the chairman of Maven VCT 4, and the performance of the chairman of Maven VCT 4 is evaluated by the other Maven VCT 4 Directors.

Following the retirement of Steven Scott at the Maven VCT 4 2025 AGM, Daniel Bittner was appointed chairman of the Risk Committee, which comprises the full Maven VCT 4 Board. At least one meeting is held each quarter and further at such times as required by the Maven VCT 4 Board. The principal function of the Risk Committee is to review Maven VCT 4's risk management systems, which allows Maven VCT 4 to identify, measure, manage and monitor all risks on a continuous basis.

Since Maven VCT 4 is a venture capital trust and only has non-executive directors, the Code principles relating to directors' remuneration do not apply (the relevant AIC Code principles are applied instead). Maven VCT 4 does not have a remuneration committee, and matters relating to remuneration policy and Maven 4 VCT Directors' remuneration are dealt with by the Maven 4 VCT Board as a whole (with Fraser Gray as its chairman). The level of remuneration for the Maven VCT 4 Directors has been set in order to attract and retain individuals of a calibre appropriate to the future development of Maven VCT 4.

4. Directors of Maven VCT 5

Graham Miller, Chairman and Independent Non-executive Director

Graham began his business career with Murray Johnstone Private Equity in 1987. He became a director in 1994 and was involved in the management of Murray Johnstone's first Venture Capital Trust at the inception of the VCT industry in 1995. He was Corporate Development Director of Avon Rubber PLC from 1998 to 2001, responsible for M&A and developing joint venture partnerships in Brazil, Turkey and China. He returned to the private equity industry with 3i plc from 2001 to 2008 and since then has operated as an independent Director and private investor in numerous businesses.

Brian Phillips, Independent Non-executive Director

Brian is a member of the Institute of Chartered Accountants of Scotland and has over 35 years' board level experience across industry, private equity investment and corporate finance. He is a member of the Advisory Boards of Harwood Private Equity III, IV, V and VI and is a partner in Imbiba, a small UK private equity business in the hospitality sector. He is currently a non-executive director of AIMquoted Tissue Regenix Group Plc, a healthcare business providing wound care products, and NAHL Group Plc, a provider of services to catastrophic injury sufferers, together with legal services. He is also a director of Motocaddy Limited, a distributor of golf products; Purple Dragon (Holdings) Limited, a high end family club operator; and Pet Mate Limited, a distributor of pet products and accessories.

Jane Stewart, Independent Non-executive Director

Jane is a member of the Institute of Chartered Accountants of Scotland and has over 25 years' board level experience across industry, equity investment and corporate finance. She has served as chair and non-executive director on many private company boards at varying stages of growth, predominantly in the environmental and technology sectors. Jane is an ambassador of Women's Enterprise Scotland, a Women in Innovation 2022 National Award Winner, and achieved the accolade of Highly Commended Scottish Businesswoman of the Year 2017. She is currently a non-executive director of Macphie Limited, a family owned added-value food

ingredients manufacturer, Offshore Renewable Energy (ORE) Catapult, the UK's leading technology innovation and research centre for offshore renewable energy, and Integrated Graphene Holdings Ltd, an advanced materials company specialising in 3D carbon nanomaterial.

Current and past directorships

The Maven VCT 5 Directors are currently, or have been within the last five years immediately prior to the date of this document, members of the administrative, management or supervisory bodies or partners of the entities specified below:

Graham Miller

Current directorships/partnerships MAVEN CAPITAL (PARADIGM PORTFOLIO 1) LP MAVEN CO-INVEST HORIZON LP MAVEN CO-INVEST GALILEO LP MAVEN CO-INVEST GALILEO 2 LP MAVEN CO-INVEST KERRERA LP MAVEN CO-INVEST ACADEMY LP MAVEN CO-INVEST IRIS LP MAVEN CO-INVEST NETWORK LP MAVEN INCOME AND GROWTH VCT 5 PLC

Jane Stewart

Current directorships/partnerships INTERGRATED GRAPHENE HOLDING LIMITED MAVEN INCOME AND GROWTH VCT 5 PLC MACPHIE LIMITED OFFSHORE RENEWABLE ENERGY CATAPULT

Brian Phillips

Current directorships/partnerships E&P DL LTD IMBIBA CAPITAL LTD IMBIBA GROWTH LLP IMBIBA II (FP) LLP IMBIBA II (GP) LLP MAVEN INCOME AND GROWTH VCT 5 PLC MOTOCADDY HOLDINGS LTD MOTOCADDY LTD MUIRFIELD FINANCE LIMITED MUIRFIELD HOLDCO LTD MUIRFIELD MIDCO LTD NAHL PLC PET MATE FINANCE LIMITED PET MATE LIMITED PET MATE MIDCO LIMITED PET MATE TOPCO LIMITED THE JANE BUBEAR SPORT FOUNDATION TISSUE REGENIX GROUP PLC

Past directorships/partnerships (five years) BAREFRUIT LIMITED FIDELIUS FINANCIAL HOLDINGS LTD FTS VENUS LTD HARBOUR ARCH QUAY LIMITED HARBOUR ARCH QUAY MANAGEMENT COMPANY LIMITED MAVEN COINVEST BATH STREET LP MAVEN CO-INVEST CRAWFORD LIMITED PARTNERSHIP (DISSOLVED)* MAVEN CO-INVEST CURSOR LIMITED PARTNERSHIP MAVEN CO-INVEST FLETCHER LIMITED PARTNERSHIP MAVEN CO-INVEST R & M LIMITED PARTNERSHIP MAVEN CO-INVEST RMEC LIMITED PARTNERSHIP MAVEN CO-INVEST ROPLEY LIMITED PARTNERSHIP MAVEN CO-INVEST SPS LIMITED PARTNERSHIP (DISSOLVED)* MAVEN CO-INVEST TORRIDON CAPITAL LP PLYMOUTH CITY AIRPORT LIMITED SUGAR QUAY HOLDINGS LIMITED SUGAR QUAY LIMITED SUTTON EAST DEVELOPCO NO1 LIMITED SUTTON EAST HOLDINGS LIMITED SUTTON HARBOUR CAR PARKS LIMITED SUTTON HARBOUR COMPANY SUTTON HARBOUR GROUP PLC SUTTON HARBOUR PROJECTS LIMITED SUTTON HARBOUR PROPERTY AND REGENERATION LIMITED SUTTON HARBOUR SERVICES LIMITED WESTFIELD MEDICAL GROUP LIMITED WESTFIELD MEDICAL LIMITED

Past directorships/partnerships (five years) INTERNET FOR BUSINESS LIMITED (NOW KNOWN AS MANAGED IT REALISATIONS LIMITED) TOPOLYTICS LIMITED (in liquidation)

Past directorships/partnerships (five years) ETHOS PARTNERS LLP PREODAY LTD

PURPLE DRAGON (HOLDINGS) LTD QIKSERVE HOLDINGS LIMITED TANYGRAIG LTD

* The limited partnership was dissolved after a voluntary dissolution. ** The company was dissolved after a voluntary strike off.

None of the Maven VCT 5 Directors in the five years prior to the date of this document:

• save for those companies and partnerships referred to in the table above, is currently a director of a company or a partner in a partnership or has been a director of a company or a partner in a partnership within the five years immediately preceding the date of this document;

  • has any unspent convictions in relation to fraudulent offences;
  • has had any bankruptcies, receiverships or liquidations through acting in the capacity of a member of any administrative, management or supervisory bodies or as a partner, founder or senior manager of any partnership or company; or
  • has had any official public recriminations and/or sanctions by any statutory or regulatory authority (including any designated professional body) nor has ever been disqualified by a court from acting as a member of the administrative management or supervisory bodies of any company or firm acting, or in the management or conduct of the affairs of, any company.

Maven VCT 5 Board

Following the appointment of Brian Phillips on 1 January 2025, and the retirement of Gordon Humphries at the Maven VCT 5 2025 AGM, the Maven VCT 5 Board currently consists of three directors, all of whom are non-executive and considered to be independent of the Manager and free of any relationship that could materially interfere with the exercise of their independent judgement. The Maven VCT 5 Board has delegated certain responsibilities and functions to the Audit Committee, the Management Engagement Committee, the Nomination Committee, the Remuneration Committee and the Risk Committee.

Brian Phillips, due to his recent and relevant financial experience, has assumed Gordon Humphries' previous role as chairman of the Audit Committee, which operates within clearly defined terms of reference. The Audit Committee examines the annual or half yearly reports and financial statements and, when considering the annual reports, reviews the scope of the audit and the auditor's report to the Maven VCT 5 Board. Maven VCT 5 also reviews its approach for governing and controlling the provision of non-audit services by the external auditor, so as to safeguard its independence and objectivity. Maven VCT 5 Shareholders are asked to approve the reappointment, and the Maven VCT 5 Directors' authority to fix the remuneration, of the auditor, at each annual general meeting. Any non-audit work requires the specific approval of the Audit Committee in each case. The provision of non-audit work by the external auditor is prohibited. The Audit Committee, which meets at least three times each year, considers the external auditor to be independent of Maven VCT 5. The Risk Committee reviews Maven VCT 5's risk management systems, which allow Maven VCT 5 to identify, measure, manage and monitor all risks on a continuous basis. At least one meeting of the Risk Committee is held each quarter and further at such times as required by the Maven VCT 5 Board.

The Management Engagement committee is chaired by Graham Miller and, on an annual basis, reviews the management contract with the Manager.

Graham Miller is chairman of the Nomination Committee, which makes recommendations to the Maven VCT 5 Board on matters including the evaluation of the performance of the Maven VCT 5 Board and its committees, succession planning and the identification and nomination of candidates to fill Maven VCT 5 Board vacancies, as and when they arise, for the approval of the Maven VCT 5 Board. The performance of the Maven VCT 5 Board, committees and individual Maven VCT 5 Directors is evaluated through an assessment process, led by the chairman of Maven VCT 5 and the performance of the chairman is evaluated by the other Maven VCT 5 Directors.

Since Maven VCT 5 is a venture capital trust and only has non-executive directors, the Code principles relating to directors' remuneration do not apply (the relevant AIC Code principles are applied instead). Maven VCT 5 has a Remuneration Committee, comprising the full Maven VCT 5 Board and which is chaired by Jane Stewart. The level of remuneration for the Maven VCT 5 Directors has been set in order to attract and retain individuals of a calibre appropriate to the future development of Maven VCT 5.

Corporate Governance

There are certain areas of the Code with which Maven VCT 5 does not specifically comply and which the AIC does not consider relevant to VCTs.

  • Provision 9 (dual role of the chair and chief executive);
  • Provision 19 (tenure of the chair);
  • Provision 25 (internal audit function); and
  • Provision 33 (executive remuneration).

As permitted by the AIC Code, Maven VCT 5 does not report further on the above provisions.

The Maven VCT 5 Board is of the opinion that Maven VCT 5 has complied fully with the main principles identified in the AIC Code, except as set out below:

• Provision 14 (senior independent director).

A senior independent non-executive director has not been appointed, as the Board considers that each Director has different qualities and areas of expertise on which they may lead.

B. THE MANAGER

Maven Capital Partners UK LLP is appointed as each Company's investment manager and is authorised and regulated by the FCA (Reg. No. 495929). It took over the management of Maven VCT 1, Maven VCT 3 and Maven VCT 4 when senior members of the private equity division of Aberdeen Asset Management PLC (Aberdeen) bought out the business in 2009 and formed Maven. The management team at the time of the buyout had been solely responsible for VCT activities at Aberdeen since October 2004, and the key staff and services provided to those VCTs were unchanged on transfer to Maven. Maven was appointed as investment manager of Maven VCT 5 in 2011. On 1 July 2021, Maven was acquired by Mattioli Woods plc (now Mattioli Woods Limited), one of the UK's leading providers of wealth management services, which de-listed after being acquired by Pollen Street Capital in the summer of 2024.

The Manager currently manages eight non-VCT funds, under delegation, in addition to the Maven VCTs and Renovar. The Manager will pursue an active investment strategy on behalf of the Maven VCTs. The experience of the Manager aligns with the published investment policies of the Maven VCTs.

Maven Capital Partners UK LLP is a limited liability partnership incorporated and registered in England and Wales on 14 August 2008 under number OC339387 pursuant to the Limited Liability Partnerships Act 2000 (LEI: 213800M1GRNH1K5UIU30). The registered office of Maven is 1 New Walk Place, Leicester, England, LE1 6RU. Maven's principal place of business is Kintyre House, 205 West George Street, Glasgow G2 2LW (telephone number 0141 306 7400). Maven is authorised to advise on and manage investments, arrange deals in investments and to make arrangements with a view to transactions in investments. The principal legislation under which Maven operates is the Limited Liability Partnership Act 2000 and the applicable provisions of CA 2006 (and regulations made thereunder). Maven is domiciled in England.

Maven is paid the following fees in respect of its appointment as investment manager, administrator, and secretary of each of the Maven VCTs.

1. Maven VCT 1

Investment Management Fee

Maven is entitled to an investment management fee of 2.0% per annum of the net asset value of Maven VCT 1 at the previous quarter end, payable quarterly in arrears and exclusive of VAT (if any).

Performance Incentive Fees

Maven is also entitled to a performance incentive fee, payable in respect of the six month periods to the end of August and February in each financial year, calculated as 10% of the NAV total return of Maven VCT 1 before taking into account the effects of distributions and purchases of Maven VCT 1's own shares effected during that period, and provided that the annualised NAV total return was not less than 5% of the NAV of Maven VCT 1 as at the beginning of the relevant period. To ensure that any incentive is only payable on incremental performance, the net asset value from which the fee is measured is rebased to the high watermark level whenever a fee above the minimum amount becomes payable.

Administration and Secretarial Fee

Maven is entitled to a fixed annual fee for the provision of company secretarial, accounting and other management and administrative services of £105,000 per annum, (which amounted to £100,000 in the previous financial year up to 28 February 2025). This fee is subject to annual adjustment by reference to increases in the UK Retail Price Index, is payable quarterly in arrears and is exclusive of VAT (if any). Any increase in the fee will be subject to a maximum of 5% (calculated as a % of the administration and secretarial fee from the previous year).

Cap on Annual Running Costs

The annual running costs of Maven VCT 1 are capped at 3.5% of its average net asset value for the relevant financial period, adjusted annually and excluding performance fees and all regulatory, compliance and exceptional costs.

Arrangement and Monitoring Fees

In addition to the fees described above, Maven may receive arrangement fees in relation to investments made by Maven VCT 1, such fees being paid by the investee companies. Maven may also receive monitoring fees from investee companies and any fees payable in respect of non-executive directors appointed to the boards of investee companies.

2. Maven VCT 3

Investment Management Fee

Maven is entitled to an investment management fee of 2.5% per annum of the net asset value of Maven VCT 3 at the previous quarter end, payable quarterly in arrears and exclusive of VAT (if any).

Performance Incentive Fees

Maven is also entitled to a performance incentive fee, for each six month period ending 31 May and 30 November, of an amount equal to 15% of any increase in the total return (before applying any performance incentive fee) as at the end of the relevant six month period to the total return (after accruing for the performance incentive fee payable for that period) compared to the end of the last six month

period on which a performance incentive fee was paid. Total return for these purposes means net asset value, adjusted for dividends, share buybacks and share issues since the period in respect of which the last performance incentive fee was paid. The performance incentive fee will be exclusive of VAT (if any). To ensure that any incentive is only payable on incremental performance, the net asset value from which the fee is measured is rebased to the high watermark level whenever a fee above the minimum amount becomes payable.

Administration and Secretarial Fee

Maven is also entitled to an annual fee for the provision of company secretarial, accounting and other management and administrative services (which amounted to £128,845 in the previous financial year up to 30 November 2024). This fee is subject to annual adjustment by reference to increases in the UK Retail Price Index, is payable quarterly in arrears and is exclusive of VAT (if any).

Cap on Annual Running Costs

The annual running costs of Maven VCT 3 are capped at 3.5% of its average net asset value for the relevant financial period, adjusted annually and excluding performance fees and all regulatory, compliance and exceptional costs.

Arrangement and Monitoring Fees

In addition to the fees described above, Maven may receive arrangement fees in relation to investments made by Maven VCT 3, such fees being paid by the investee companies. Maven may also receive monitoring fees from investee companies and any fees payable in respect of non-executive directors appointed to the boards of investee companies.

3. Maven VCT 4

Annual Investment Management Fee

Maven is entitled to an investment management fee of 2.5% per annum of the net asset value of Maven VCT 4 at the previous quarter end, payable quarterly in arrears and exclusive of VAT (if any).

Performance Incentive Fees

Maven is also entitled to a performance incentive fee for each six month period ending 30 June and 31 December of an amount equal to 20% of any increase in the total return (before applying any performance incentive fee) as at the end of the relevant six month period to the total return (after accruing for the performance incentive fee payable for that period) compared to the end of the last six month period on which a performance incentive fee was paid. Total return for these purposes means net asset value, adjusted for dividends, share buybacks and share issues since the period in respect of which the last performance incentive fee was paid. The performance incentive fee will be exclusive of VAT (if any). To ensure that any incentive is only payable on incremental performance, the net asset value from which the fee is measured is rebased to the high watermark level whenever a fee above the minimum amount becomes payable.

Administration and Secretarial Fee

Maven is entitled to an annual fee for the provision of company secretarial and administrative services (which amounted to £140,701 for the year ended 31 December 2024). This fee is subject to annual adjustment by reference to increases in the UK Retail Price Index, is payable quarterly in arrears and is exclusive of VAT (if any).

Cap on Annual Running Costs

The total management and administrative expenses of Maven VCT 4, inclusive of irrecoverable VAT but exclusive of transaction costs and expenses relating to the acquisition and disposal of investments, are capped at 3.5% of its net asset value at the end of the relevant financial period, calculated before the deduction of management and administration expenses or any exceptional items such as merger or performance incentive fees in respect of that financial year.

Arrangement and Monitoring Fees

In addition to the fees described above, Maven may receive arrangement fees in relation to investments made by Maven VCT 4, such fees being paid by the investee companies. Maven may also receive monitoring fees from investee companies and any fees payable in respect of non-executive directors appointed to the boards of investee companies.

4. Maven VCT 5

Annual Investment Management Fee

Maven is paid a base investment management fee of 1.75% of net asset value per annum, paid quarterly in arrears. Fees are exclusive of VAT (if any).

Performance Fees

Maven is entitled to receive:

• a sum equal to 15% of the total return over cost generated by each private equity investment that achieves a realisation in the

most recent financial year, adjusted for any realised losses incurred in respect of other private equity investments in that year and subject to an annual hurdle of 4% on the realised private equity investments; and

• a sum equal to 7.5% of any annual increase in value of the quoted portfolio (excluding investments in investment trusts, investment companies and other investment funds which are quoted), including any distributions from such investments in the quoted portfolio but adjusted to reflect the value of any acquisitions and disposals (at the relevant acquisition or disposal price) of quoted investments during the relevant period(but for the avoidance of doubt, including the performance of such investments over the time they have been held in the relevant period)..

The performance fees are subject to a high watermark and are only payable if the net asset value exceeds the net asset value on the base date in respect of which a performance fee was last paid. The base date for the valuation of the inherited private equity investments is set at 28 February 2011 and the value for these investments is subsequently recalculated as at 30 November each year from 2012 onwards. Such fees are exclusive of VAT (if any). Further details of the amendments to the performance incentive fee arrangement are set out in paragraphs 4(e) of section D of Part 5 below.

Administration and Secretarial Fee

Maven is entitled to an annual fee for the provision of company secretarial and administrative services (which amounted to £120,000 for the year ended 30 November 2024). The fee is subject to annual adjustment by reference to increases in the UK Retail Price Index and is exclusive of VAT (if any).

Cap on Annual Running Costs

The total expenses of Maven VCT 5 are capped at 3.00% of its net asset value per annum, adjusted annually and excluding performance fees and exceptional costs, such as regulatory and compliance costs.

Arrangement and Monitoring Fees

In addition to the fees described above, Maven may receive arrangement fees in relation to investments made by Maven VCT 5, such fees being paid by the investee companies. Maven may also receive monitoring fees from investee companies and any fees payable in respect of non-executive directors appointed to the boards of investee companies.

PART 2: INVESTMENT POLICIES OF THE MAVEN VCTS

1. Maven VCT 1

The following section contains a description of the investment policy of Maven VCT 1 as at the date of this document.

Investment Objective and Policy

Maven VCT 1 aims to achieve long-term capital appreciation and generate income for Shareholders.

Maven VCT 1 intends to achieve its objective by:

  • investing the majority of its funds in a diversified portfolio of shares and securities in smaller, unquoted UK companies and AIM/AQSE quoted companies that meet the criteria for VCT qualifying investments and have strong growth potential;
  • investing no more than £1.25 million in any company in one year and no more than 15% of Maven VCT 1's assets by cost in one business at any time; and
  • borrowing up to 15% of net asset value, if required and only on a selective basis, in pursuit of its investment strategy.

Maven VCT 1 manages and minimises investment risk by:

  • diversifying across a large number of companies;
  • diversifying across a range of economic sectors;
  • actively and closely monitoring the progress of investee companies;
  • co-investing with other clients of Maven, other VCT managers and/or co-investment partners;
  • ensuring valuations of underlying investments are made fairly and reasonably;
  • taking steps to ensure that the share price discount is managed appropriately; and
  • choosing and appointing an FCA authorised investment manager with the appropriate skills, experience and resources required to achieve the investment objective, with ongoing monitoring to ensure the Manager is performing in line with expectations.

2. Maven VCT 3

The following section contains a description of the investment policy of Maven VCT 3 as at the date of this document.

Investment Objective and Policy

Maven VCT 3 aims to achieve long-term capital appreciation and generate income for Shareholders.

Maven VCT 3 intends to achieve its objective by:

  • investing the majority of its funds in a diversified portfolio of shares and securities in smaller, unquoted UK companies and AIM/AQSE quoted companies that meet the criteria for VCT qualifying investments and have strong growth potential;
  • investing no more than £1.25 million in any company in one year and no more than 15% of Maven VCT 3's assets by cost in one business at any time; and
  • borrowing up to 15% of net asset value, if required and only on a selective basis, in pursuit of its investment strategy.

Maven VCT 3 manages and minimises investment risk by:

  • diversifying across a large number of companies;
  • diversifying across a range of economic sectors;
  • actively and closely monitoring the progress of investee companies;
  • co-investing with other clients of Maven, other VCT managers and/or co-investment partners;
  • ensuring valuations of underlying investments are made fairly and reasonably;
  • taking steps to ensure that the share price discount is managed appropriately; and
  • choosing and appointing an FCA authorised investment manager with the appropriate skills, experience and resources required to achieve the investment objective, with ongoing monitoring to ensure the Manager is performing in line with expectations.

3. Maven VCT 4

The following section contains a description of the investment policy of Maven VCT 4 as at the date of this document.

Investment Objective and Policy

Maven VCT 4 aims to achieve long-term capital appreciation and generate income for Shareholders.

Maven VCT 4 intends to achieve its objective by:

  • investing the majority of its funds in a diversified portfolio of shares and securities in smaller, unquoted UK companies and AIM/AQSE quoted companies that meet the criteria for VCT qualifying investments and have strong growth potential;
  • investing no more than £1.25 million in any company in one year and no more than 15% of Maven VCT 4's assets by cost in one business at any time; and
  • borrowing up to 15% of net asset value, if required and only on a selective basis, in pursuit of its investment strategy.

Maven VCT 4 manages and minimises investment risk by:

  • diversifying across a large number of companies;
  • diversifying across a range of economic sectors;
  • actively and closely monitoring the progress of investee companies;
  • co-investing with other clients of Maven, other VCT managers and/or co-investment partners;
  • ensuring valuations of underlying investments are made fairly and reasonably;
  • taking steps to ensure that the share price discount is managed appropriately; and
  • choosing and appointing an FCA authorised investment manager with the appropriate skills, experience and resources required to achieve the investment objective, with ongoing monitoring to ensure the Manager is performing in line with expectations.

4. Maven VCT 5

The following section contains a description of the investment policy of Maven VCT 5 as at the date of this document.

Investment Objective and Policy

Maven VCT 5 aims to achieve long-term capital appreciation and generate income for Shareholders.

Maven VCT 5 intends to achieve its objective by:

  • investing the majority of its funds in a diversified portfolio of shares and securities in smaller, unquoted UK companies and AIM/AQSE quoted companies that meet the criteria for VCT qualifying investments and have strong growth potential;
  • investing no more than £1.3 million in any company in one year and no more than 15% of Maven VCT 5's assets by cost in one business at any time; and
  • borrowing up to 15% of net asset value, if required and only on a selective basis, in pursuit of its investment strategy.

Maven VCT 5 manages and minimises investment risk by:

  • diversifying across a large number of companies;
  • diversifying across a range of economic sectors;
  • actively and closely monitoring the progress of investee companies;
  • co-investing with other clients of Maven, other VCT managers and/or co-investor partners;
  • ensuring valuations of underlying investments are made fairly and reasonably;
  • taking steps to ensure that the share price discount is managed appropriately; and
  • choosing and appointing an FCA authorised investment manager with the appropriate skills, experience and resources required to achieve the investment objective, with ongoing monitoring to ensure the Manager is performing in line with expectations.

PART 3: FINANCIAL INFORMATION ON THE MAVEN VCTS

1. Maven VCT 1

The most recent audited financial information on Maven VCT 1 is published in the annual report for the year ended 28 February 2025.

The annual report referred to above was audited by Johnston Carmichael LLP of 7-11 Melville Street, Edinburgh EH3 7PE without qualification and without statements under sections 495 to 497 of CA 2006. Johnston Carmichael LLP is a member of the Institute of Chartered Accountants in England and Wales.

The annual report referred to above was prepared in accordance with Financial Reporting Standard 102 and the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts'. The annual report contains a description of Maven VCT 1's financial condition, changes in financial condition and results of operation and the information in the pages of the annual report and the interim report referred to below are being incorporated by reference and can be accessed at the following webpage: mavencp.com/migvct

Where these documents make reference to other documents, such other documents are not incorporated into and do not form part of this document. The pages of the annual report that are not referred to below are either not relevant to investors or are covered elsewhere in this document.

Such information includes the following:

Description 2025 Annual Report
Balance sheet Page 73
Income statement Page 71
Statement of changes in equity Page 72
Cash flow statement Page 74
Notes to the financial statements Page 75
Auditor's report Page 64

Such information also includes operating/financial reviews as follows:

Description 2025 Annual Report
Objective Pages 2 and 14
Performance summary Pages 4, 5 and 6
Results and dividend Pages 4 and 5
Investment policy Page 14
Chairman's statement Page 9
Investment Manager's review Page 22
Portfolio summary Page 39
Valuation policy Page 76

The key figures that summarise Maven VCT 1's financial position in respect of the financial year ended 28 February 2025, which have been extracted without material adjustment from the historical financial information referred to above, are set out in the following table:

Description 2025 Annual Report
Investment income (£'000) 1,043
Net return on ordinary activities before taxation (£'000) 3,569
Earnings per Share (p) 2.22
Dividends per Share (p) (paid in the period) 2.30
Dividends paid per Share (p) (in respect of the period) 2.40
Net assets (£'000) 65,680
NAV per Share (p) 39.37

The most recent unaudited NAV per Share announced by Maven VCT 1 prior to the publication of this document was the NAV per Maven VCT 1 Share of 36.36p as at 31 August 2025 announced on 15 September 2025.

No Significant Change

Save for the announcement of the unaudited NAV of 36.36p as at 31 August 2025 and the payment of the 2025 final dividend of 1.25p per share (paid on 18 July 2025) and an increased interim dividend of 1.50p per Maven VCT 1 Share (paid on 29 August 2025), there has been no significant change in the financial performance or position of Maven VCT 1 since 28 February 2025, the date to which

Maven VCT 1's latest audited annual financial information has been published, up to the date of this document.

2. Maven VCT 3

The most recent audited financial information on Maven VCT 3 is published in the annual report for the year ended 30 November 2024 and unaudited information in the interim report for the six-month period ended 31 May 2025.

The annual report referred to above was audited by Johnston Carmichael LLP of 7-11 Melville Street, Edinburgh EH3 7PE without qualification and without statements under sections 495 to 497 of CA 2006. Johnston Carmichael LLP is a member of the Institute of Chartered Accountants in England and Wales.

The annual report and the interim report referred to above were prepared in accordance with Financial Reporting Standard 102 and the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts'. The annual report contains a description of Maven VCT 3's financial condition, changes in financial condition and results of operation and the information in the pages of the annual report and the interim report referred to below are being incorporated by reference and can be accessed at the following webpage: mavencp.com/migvct3

Where these documents make reference to other documents, such other documents are not incorporated into and do not form part of this document. The pages of the annual report and interim report that are not referred to below are either not relevant to investors or are covered elsewhere in this document.

Such information includes the following:

Description 2024 Annual Report 2025 Interim Report
Balance sheet Page 73 Page 32
Income statement Page 71 Page 29
Statement of changes in equity Page 72 Page 30
Cash flow statement Page 74 Page 33
Notes to the financial statements Page 75 Page 34
Auditor's report Page 64 n/a

Such information also includes operating/financial reviews as follows:

Description
Objective
2024 Annual Report
Pages 2 and 14
2025 Interim Report
Page 2
Performance summary Pages 4, 5 and 6 Pages 5, 6 and 7
Results and dividend Pages 4 and 5 Pages 5 and 6
Investment policy Page 14 n/a
Chairman's statement Page 9 n/a
Investment Manager's review/Interim
review
Page 22 Page 8
Portfolio summary Page 39 Page 22
Valuation policy Page 76 n/a

The key figures that summarise Maven VCT 3's financial position in respect of the financial year ended 30 November 2024, and the six-month period ended 31 May 2025, which have been extracted without material adjustment from the historical financial information referred to above, are set out in the following table:

Description 2024 Annual Report 2025 Interim Report
Investment income (£'000) 1,128 551
Net return on ordinary activities before
taxation (£'000)
2,488 (960)
Earnings per Share (p) 2.08 (0.74)
Dividends per Share (p) (paid in the
period)
3.15 2.15
Dividends paid per Share (p) (in
respect of the period)
3.15 2.00
Net assets (£'000) 62,146 67,250
NAV per Share (p) 51.31 48.42

The most recent unaudited NAV per Share announced by Maven VCT 3 prior to the publication of this document was the NAV per Maven VCT 3 Share of 46.50p as at 31 August 2025 announced on 15 September 2025.

No Significant Change

Save for the announcement of the unaudited NAV of 46.50p as at 31 August 2025 and the payment of an increased interim dividend of 2.00p per Maven VCT 3 Share (paid on 29 August 2025), there has been no significant change in the financial performance or position of Maven VCT 3 since 31 May 2025, the date to which Maven VCT 3's latest unaudited interim financial information has been published, to the date of this document.

3. Maven VCT 4

The most recent audited financial information on Maven VCT 4 is published in the annual report for the year ended 31 December 2024 and unaudited information in the interim report for the six-month period ended 30 June 2025.

The annual report referred to above was audited by Johnston Carmichael LLP of 7-11 Melville Street, Edinburgh EH3 7PE without qualification and without statements under sections 495 to 497 of CA 2006. Johnston Carmichael LLP is a member of the Institute of Chartered Accountants in England and Wales.

The annual report and the interim report referred to above were prepared in accordance with Financial Reporting Standard 102 and the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts'. The annual report contains a description of Maven VCT 4's financial condition, changes in financial condition and results of operation and the information in the pages of the annual report and the interim report referred to below are being incorporated by reference and can be accessed at the following webpage: mavencp.com/migvct4

Where these documents make reference to other documents, such other documents are not incorporated into and do not form part of this document. The pages of the annual report and interim report that are not referred to below are either not relevant to investors or are covered elsewhere in this document.

Such information includes the following:

Description 2024 Annual Report 2025 Interim Report
Balance sheet Page 76 Page 32
Income statement Page 74 Page 29
Statement of changes in equity Page 75 Page 30
Cash flow statement Page 77 Page 33
Notes to the financial statements Page 78 Page 34
Auditor's report Page 67 n/a

Such information also includes operating/financial reviews as follows:

Description 2024 Annual Report 2025 Interim Report
Objective Pages 2 and 15 Page 2
Performance summary Pages 4, 5, 6 and 7 Pages 5, 6 and 7
Results and dividend Pages 4, 5 and 6 Pages 5 and 6
Investment policy Page 15 n/a
Chairman's statement Page 10 n/a
Investment Manager's review/Interim
review
Page 23 Page 8
Portfolio summary Page 40 Page 22
Valuation policy Page 79 n/a

The key figures that summarise Maven VCT 4's financial position in respect of the financial year ended 31 December 2024 and the six month period ended 30 June 2025, which have been extracted without material adjustment from the historical financial information referred to above, are set out in the following table:

Description 2024 Annual Report 2025 Interim Report
Investment income
(£'000)
1,522 672
Net return on ordinary activities before
taxation (£'000)
2,235 (1,543)
Earnings per Share (p) 1.58 1.02
Dividends per Share (p) (paid in the
period)
3.75 1.75
Dividends paid per Share (p) (in
respect of the period)
3.75 2.75
Net assets (£'000) 84,232 88,137
NAV per Share (p) 59.47 56.72

The most recent NAV per Share announced by Maven VCT 4 prior to the publication of this document is the one stated in the interim report for the period ended 30 June 2025 (see above).

No Significant Change

Save for the announcement of the unaudited NAV of 56.72p as at 30 June 2025 and the payment of an increased interim dividend of 2.75p per Maven VCT 4 Share (paid on 29 August 2025), there has been no significant change in the financial performance or position of Maven VCT 4 since 30 June 2025, the date to which Maven VCT 4's latest unaudited interim financial information has been published, to the date of this document.

4. Maven VCT 5

The most recent audited financial information on Maven VCT 5 is published in the annual report for the year ended 30 November 2024, and unaudited information in the interim report for the six-month period ended 31 May 2025.

The annual report referred to above was audited by Johnston Carmichael LLP of 7-11 Melville Street, Edinburgh EH3 7PE without qualification and without statements under sections 495 to 497 of CA 2006. Johnston Carmichael LLP is a member of the Institute of Chartered Accountants in England and Wales.

The annual report and the interim report referred to above were prepared in accordance with Financial Reporting Standard 102 and the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts'. The annual report contains a description of Maven VCT 5's financial condition, changes in financial condition and results of operation and the information in the pages of the annual report and the interim report referred to below are being incorporated by reference and can be accessed at the following webpage: mavencp.com/migvct5

Where these documents make reference to other documents, such other documents are not incorporated into and do not form part of this document. The pages of the annual report and interim report that are not referred to below are either not relevant to investors or are covered elsewhere in this document.

Such information includes the following:

Description 2024 Annual Report 2025 Interim Report
Balance sheet Page 77 Page 34
Income statement Page 75 Page 31
Statement of changes in equity Page 76 Page 32 and 33
Cash flow statement Page 78 Page 35
Notes to the financial statements Page 79 Page 36
Auditor's report Page 68 n/a

Such information also includes operating/financial reviews as follows:

Description 2024 Annual Report 2025 Interim Report
Objective Pages 2 and 15 Page 2
Performance summary Pages 4, 5 and 6 Pages 5, 6 and 7
Results and dividend Pages 4, 5 and 6 Pages 5 and 6
Investment policy Page 15 n/a
Chairman's statement Page 9 n/a
Investment Manager's review/Interim
review
Page 23 Page 8
Portfolio summary Page 41 Page 23
Valuation policy Page 80 n/a

The key figures that summarise Maven VCT 5's financial position in respect of the financial year ended 30 November 2024, and the six month period ended 31 May 2025, which have been extracted without material adjustment from the historical financial information referred to above, are set out in the following table:

Description 2024 Annual Report 2025 Interim Report

Investment income (£'000) 974 470
Net return on ordinary activities before
taxation (£'000)
4,137 130
Earnings per Share (p) 2.00 0.06
Dividends per Share (p) (paid in the
period)
2.10 1.00
Dividends paid per Share (p) (in
respect of the period)
2.00 1.25
Net assets (£'000) 67,389 73,170
NAV per Share (p) 32.39 31.47

The most recent unaudited NAV per Share announced by Maven VCT 5 prior to the publication of this document was the NAV per Maven VCT 5 Share of 30.17p as at 31 August 2025 announced on 15 September 2025.

No Significant Change

Save for the announcement of the unaudited NAV of 30.17p as at 31 August 2025 and the payment of an increased interim dividend of 1.25p per Maven VCT 5 Share (paid on 29 August 2025), there has been no significant change in the financial performance or position of Maven VCT 5 since 31 May 2025, the date to which Maven VCT 5's latest unaudited interim financial information has been published, to the date of this document.

PART 4: PORTFOLIO INFORMATION OF THE MAVEN VCTS

1. Maven VCT 1

The investment portfolio of Maven VCT 1 is shown below (the valuations being the latest valuations carried out by the Board as set out in its audited annual report for the year ended 28 February 2025) with disposals and new investments undertaken since 28 February 2025. New investments are valued at cost (unaudited) at the time of investment*. As at 30 September 2025 (being the latest practicable date prior to the publication of this document), the most recently published portfolio information, set out below, represented 90.8% of the net asset value of Maven VCT 1. Unless otherwise stated, all the investments set out below are in portfolio companies incorporated in the UK. None of the Maven VCT 1's investments comprise assets admitted to trading on a regulated market.

Maven Income and Growth VCT PLC Investment Portfolio Summary As at 28 February 2025

Investment Sector Valuation
£'000
Cost
£'000
% of total
assets
Structure
Unlisted
Bright Network (UK) Limited Learning &
development/recruitment
technology
1,978 1,164 3.0 Equity
Horizon Ceremonies Limited (trading as
Horizon Cremation)
Business services 1,928 988 2.9 Debt/equity
Summize Limited Software & technology 1,904 796 2.9 Equity
Rockar 2016 Limited (trading as Rockar) Software & technology 1,750 948 2.7 Debt/equity
Bud Systems Limited Learning &
development/recruitment
technology
1,473 846 2.2 Equity
2degrees Limited (trading as
Manufacture 2030)
Software & technology 1,357 922 2.1 Equity
HCS Control Systems Group Limited Industrials & engineering 1,246 846 1.9 Debt/equity
Zinc Digital Business Solutions Limited Software & technology 1,201 801 1.8 Equity
CYSIAM Limited Software & technology 1,145 373 1.7 Equity
Novatus Global Limited Software & technology 1,115 238 1.7 Equity
Martel Instruments Holdings Limited Industrials & engineering 1,058 807 1.6 Debt/equity
Precursive Limited Software & technology 1,000 1,000 1.5 Equity
Hublsoft Group Limited Software & technology 969 786 1.5 Debt/equity
Biorelate Limited Software & technology 937 555 1.4 Equity
DiffusionData Limited Software & technology 915 964 1.4 Equity
mypura.com Group Limited (trading as
Pura)
Business services 912 498 1.4 Equity
NorthRow Limited Software & technology 905 1,179 1.4 Debt/equity
Enpal Limited (trading as Guru Systems) Software & technology 888 888 1.4 Debt/equity
Liftango Group Limited Software & technology 888 888 1.4 Debt/equity
Delio Limited Software & technology 882 882 1.3 Equity
Vodat Communications Group (VCG)
Holding Limited
Business services 852 567 1.3 Debt/equity
Horizon Technologies Consultants
Limited
Industrials & engineering 828 796 1.3 Equity
Nano Interactive Group Limited Marketing & advertising
technology
819 727 1.2 Debt/equity
Ensco 969 Limited (trading as DPP) Industrials & engineering 780 557 1.2 Debt/equity
Relative Insight Limited Marketing & advertising
technology
760 760 1.2 Equity
BioAscent Discovery Limited Pharmaceuticals,
biotechnology & healthcare
734 174 1.1 Equity
MirrorWeb Holdings LLC Software & technology 708 708 1.1 Equity
Sensoteq Limited Software & technology 697 697 1.1 Equity
Blackdot Solutions Limited Software & technology 696 696 1.1 Equity
Metrion Biosciences Limited Pharmaceuticals,
biotechnology & healthcare
696 696 1.1 Equity
CODILINK UK Limited (trading as Coniq) Software & technology 675 450 1.0 Equity
WaterBear Education Limited Business services 649 245 1.0 Debt/equity
Plyable Limited Software & technology 647 647 1.0 Equity
Reed Thermoformed Packaging Limited
(trading as iPac Packaging Innovations)
Business services 631 448 1.0 Debt/equity
Learning &
Filtered Technologies Limited development/recruitment
technology
621 725 0.9 Debt/equity
Laverock Therapeutics Limited Pharmaceuticals,
biotechnology & healthcare
597 597 0.9 Equity
Whiterock Group Limited Software & technology 470 470 0.7 Debt/equity
Automated Analytics Limited Marketing & advertising
technology
426 249 0.6 Equity
Connected Data Company Limited Business services 423 423 0.6 Equity
Flow UK Holdings Limited Business services 420 598 0.6 Debt/equity
McKenzie Intelligence Services Limited Business services 403 159 0.6 Equity
Boomerang Commerce Inc (trading as
CommerceIQ)
Rico Developments Limited (trading as
Software & technology
Marketing & advertising
389 451 0.6 Equity
Adimo) technology 380 760 0.6 Debt/equity
ebb3 Limited Software & technology
Learning &
356 252 0.5 Debt/equity
HiveHR Limited development/recruitment
technology
346 346 0.5 Debt/equity
Kani Payments Holdings Limited Software & technology 336 336 0.5 Equity
Snappy Shopper Limited Software & technology 309 309 0.5 Equity
ORCHA Health Limited Pharmaceuticals,
biotechnology & healthcare
302 497 0.5 Equity
Growth Capital Ventures Limited Software & technology 300 288 0.5 Equity
The Algorithm People Limited (trading as
Optimize)
Software & technology 299 140 0.5 Equity
AMufacture Limited Industrials & engineering 261 261 0.4 Debt/equity
Alderley Lighthouse Labs Limited Pharmaceuticals,
biotechnology & healthcare
249 249 0.4 Equity
Learning &
iAM Compliant Limited development/recruitment
technology
246 149 0.4 Equity
Fixtuur Limited (formerly Shortbite
Limited)
Software & technology 239 884 0.4 Equity
Cat Tech International Limited Industrials & engineering 238 206 0.4 Debt/equity
RiskSmart Limited Business services 199 199 0.3 Equity
Zing TopCo Limited (trading as Zing) Business services 185 185 0.3 Debt/equity
XR Games Limited Software & technology 174 515 0.3 Debt/equity
TC Communications Holdings Limited Business services 136 413 0.2 Debt/equity
RevLifter Limited Marketing & advertising
technology
100 100 0.1 Equity
ISN Solutions Group Limited Business services 84 323 - Debt/equity
C4X Discovery Holdings PLC Pharmaceuticals,
biotechnology & healthcare
28 40 - Equity
Other unlisted investments 21 3,011 -
Total unlisted 43,160 37,672 65.7
AIM/AQSE quoted
GENinCode PLC 172 557 0.4
Kanabo Group PLC 91 1,639 0.2
Cambridge Cognition Holdings PLC 64 62 0.1
Incanthera PLC 37 46 0.1
Arecor Therapeutics PLC 36 167 -
Eden Research PLC 30 59 -
Vianet Group PLC 22 37 -
Avacta Group PLC 17 7 -
Seeen PLC 11 148 -
Gelion PLC 10 121 -
Other AIM/AQSE investments 58 1,005 -
Total AIM/AQSE quoted 548 3,848 0.8
Private equity investment trusts
HgCapital Trust PLC 702 434 1.1
Patria Private Equity Trust PLC (formerly
abrdn Private Equity Opportunities Trust
PLC)
500 349 0.8
ICG Enterprise Trust PLC 449 343 0.7
NB Private Equity Partners Limited 1 410 430 0.6
HarbourVest Global Private Equity
Limited1 371 194 0.6
Pantheon International PLC
CT Private Equity Trust PLC
357
339
307
276
0.5
0.5
Partners Group Private Equity Limited1
111
109
110
100
0.2
0.2
Caledonia Investments PLC
Apax Global Alpha Limited1 107 121 0.1
Total private equity investment trusts 3,455 2,664 5.3
Global equity investment trust
Alliance Witan PLC (formerly Alliance
Trust PLC) 304 280 0.5
Total global equity investment trust 304 280 0.5
Real estate investment trust
Care REIT PLC (formerly Impact
Healthcare REIT PLC) 91 114 0.1
Total real estate investment trust 91 114 0.1
Infrastructure investment trusts
Pantheon Infrastructure PLC 293 270 0.4
3i Infrastructure PLC2 238 249 0.4
BBGI Global Infrastructure SA3 218 220 0.3
International Public Partnerships
Limited1
109 140 0.2
Foresight Environmental Infrastructure
Limited (formerly JLEN Environmental
1
Assets Group Limited)
89 150 0.1
Total infrastructure investment trusts 947 1,029 1.4
Open-ended investment companies
Royal London Short Term Fixed Income
Fund (Class Y Income) 1,008 1,018 1.6
Royal London Short Term Money Market
Fund (Class Y Income)
1,004 1,010 1.5
Total open-ended investment
companies
2,012 2,028 3.1
Money market funds
abrdn Liquidity Fund (Lux) - Sterling
Fund K-1 Inc GBP
1,000 1,000 1.5
BlackRock Institutional Sterling Liquidity
Fund (Core)
1,000 1,000 1.5
BlackRock Institutional Sterling
Government Liquidity Fund (Core Dis)
1,000 1,000 1.5
Goldman Sachs Sterling Government
Liquid Reserves Ireland (Institutional)
1,000 1,000 1.5
HSBC Sterling Liquidity Fund (Class A) 1,000 1,000 1.5
Fidelity Institutional Liquidity Sterling
Fund (Class F)
500 500 0.9
Total money market funds 5,500 5,500 8.4
Total investments 56,017 53,135 85.3

Notes:

*the Company has, since 28 February 2025:

made the following investments:

(i) £136,810 in Alderley Lighthouse Labs Limited (21 May 2025, equity) (ii) £124,338 in AMufacture Limited (27 May 2025, equity and loan) (iii) £484,026 in Arimon Limited (31 March and 27 June 2025, equity) (iv) £1,000,000 in Aviva Investors Sterling Government Liquidity Fund (Class 3) (23 April 2025, equity) (v) £35,556 in DiffusionData Limited (25 March 2025, equity) (vi) £500,000 in Fidelity Institutional Liquidity Sterling Fund (Class F) (12 March 2025, equity) (vii) £100,000 in Fixtuur Limited (20 May 2025, equity) (viii) £125,034 in Foresight Solar Fund Limited (6 May and 20 May 2025, equity) (ix) £125,521 in GENinCode PLC (4 March 2025, equity) (x) £75,729 in Kerrera TopCo Limited (3 April 2025, equity) (xi) £107,086 in Land Securities Group PLC (14 May and 9 June 2025, equity) (xii) 124,376 in Laverock Therapeutics Limited (5 June 2025, equity) (xiii) £90,052 in mypura.com Group Limited (20 June 2025, equity) (xiv) £171,524 in Plyable Limited (12 March 2025, equity) (xv) £324,999 in PowerPhotonic Limited (30 June 2025, equity) (xvi) £60,000 in Relative Insight Limited (26 June 2025, equity) (xvii) £16,006 in RevLifter Limited (21 March 2025, equity) (xviii) £215,943 in Sensoteq Limited (25 March 2025, equity) (xix) £22,241 in The Algorithm People Limited (29 April 2025, equity) (xx) £152,603 in Tritax BigBox REIT PLC (14 May and 13 June 2025, equity) (xxi) £154,085 in Zinc Digital Business Solutions Limited (24 March 2025, equity) (xxii) £104,325 in Automated Analytics Limited (5 August 2025, equity) (xxiii) £20,436 in Plyable Limited (22 August 2025, loan)

and realised the following equity and loan investments:

(i) BBGI Global Infrastructure SA for £219,120 on 4 June 2025

(ii) Care REIT PLC for £125,382 on 23 May 2025

(iii) GradTouch Limited for £76,092 between 4 April and 6 June 2025

(iv) Horizon Ceremonies Limited for £1,705,389 on 2 July 2025

(v) ISN Solutions Group Limited for £75,729 on 3 April 2025

(vi) GradTouch Limited for £10,269 on 1 September 2025

Save for the above investments and realisations and general movements in cash/listed fixed income balances as a result of ongoing investments and realisations, and for general working capital purposes, there has been no material change to the valuations used to prepare the above analysis (as at 28 February 2025, being the date by reference to which those valuations were undertaken).

1 The investment trusts indicated above are companies incorporated in Guernsey.

2 The investment trusts indicated above are companies incorporated in Jersey.

3 The investment trusts indicated above are companies incorporated in Luxembourg.

2. Maven VCT 3

The investment portfolio of Maven VCT 3 is shown below (the valuations being the latest valuations carried out by the Board as set out in its unaudited interim report for the six month period ended 31 May 2025) with disposals and new investments undertaken since 31 May 2025. New investments are valued at cost (unaudited) at the time of investment*. As at 30 September 2025 (being the latest practicable date prior to the publication of this document), the most recently published portfolio information, set out below, represented 90.6% of the net asset value of Maven VCT 3. Unless otherwise stated, all the investments set out below are in portfolio companies incorporated in the UK. None of the Maven VCT 3's investments comprise assets admitted to trading on a regulated market.

Maven Income and Growth VCT 3 PLC Investment Portfolio Summary As at 31 May 2025

Investment Valuation
£'000
Cost
£'000
% of total
assets
Structure
Unlisted
Horizon Ceremonies Limited (trading as
Horizon Cremation)
Business services 2,729 1,288 4.0 Debt/equity
Summize Limited Software & technology 1,994 796 3.0 Equity
Bright Network (UK) Limited Learning &
development/recruitment
technology
1,969 1,139 2.9 Equity
2degrees Limited (trading as
Manufacture 2030)
Software & technology 1,929 896 2.9 Equity
Rockar 2016 Limited (trading as Rockar) Software & technology 1,771 971 2.6 Debt/equity
Bud Systems Limited Learning &
development/recruitment
technology
1,593 762 2.4 Equity
Ensco 969 Limited (trading as DPP) Industrials & engineering 1,398 957 2.1 Debt/equity
HCS Control Systems Group Limited Industrials & engineering 1,099 746 1.6 Debt/equity
CYSIAM Limited Software & technology 1,095 448 1.6 Equity
The Algorithm People Limited (trading as
Optimize)
Software & technology 1,041 486 1.5 Equity
Blackdot Solutions Limited Software & technology 995 995 1.5 Equity
WaterBear Education Limited Business services 984 370 1.5 Debt/equity
Zinc Digital Business Solutions Limited Software & technology 919 768 1.4 Equity
DiffusionData Limited Software & technology 918 780 1.4 Equity
Biorelate Limited Software & technology 909 547 1.4 Equity
Liftango Group Limited Software & technology 888 888 1.3 Debt/equity
Hublsoft Group Limited Software & technology 882 705 1.3 Debt/equity
Martel Instruments Holdings Limited Industrials & engineering 879 671 1.3 Debt/equity
Vodat Communications Group (VCG)
Holding Limited
Business services 852 567 1.3 Debt/equity
BioAscent Discovery Limited Pharmaceuticals,
biotechnology & healthcare
839 199 1.2 Equity
Nano Interactive Group Limited Marketing & advertising
technology
820 727 1.2 Debt/equity
Sensoteq Limited Software & technology 782 782 1.2 Equity
Plyable Limited Software & technology 775 775 1.2 Equity
Relative Insight Limited Marketing & advertising
technology
760 760 1.1 Equity
Precursive Limited Software & technology 750 750 1.1 Equity
mypura.com Group Limited (trading as
Pura)
Business services 716 516 1.1 Equity
CODILINK UK Limited (trading as Coniq) Software & technology 675 450 1.0 Equity
Novatus Global Limited Software & technology 627 134 0.9 Equity
Delio Limited Software & technology 624 833 0.9 Equity
Metrion Biosciences Limited Pharmaceuticals,
biotechnology & healthcare
597 597 0.9 Equity
Enpal Limited (trading as Guru Systems) Software & technology 581 581 0.9 Debt/equity
Laverock Therapeutics Limited Pharmaceuticals,
biotechnology & healthcare
498 498 0.7 Equity
RiskSmart Limited Business services 497 199 0.7 Equity
MirrorWeb Holdings LLC Software & technology 479 479 0.7 Equity
Marketing & advertising
Automated Analytics Limited technology 477 247 0.7 Equity
Whiterock Group Limited
Horizon Technologies Consultants
Software & technology 470 470 0.7 Debt/equity
Limited Industrials & engineering 466 448 0.7 Equity
Connected Data Company Limited Business services 423 423 0.6 Equity
Flow UK Holdings Limited Business services 420 597 0.6 Debt/equity
McKenzie Intelligence Services Limited Business services 403 159 0.6 Equity
AMufacture Limited Industrials & engineering 394 385 0.6 Debt/equity
Alderley Lighthouse Labs Limited Pharmaceuticals,
biotechnology & healthcare
386 386 0.6 Equity
ebb3 Limited Software & technology 356 326 0.5 Debt/equity
Learning &
HiveHR Limited development/recruitment
technology
346 346 0.5 Debt/equity
Fixtuur Limited (formerly Shortbite
Limited)
Software & technology 332 960 0.5 Equity
Growth Capital Ventures Limited Software & technology 331 319 0.5 Equity
NorthRow Limited Software & technology
Learning &
328 1,115 0.5 Debt/equity
Filtered Technologies Limited development/recruitment
technology
318 917 0.5 Debt/equity
Snappy Shopper Limited Software & technology 309 309 0.5 Equity
Boomerang Commerce Inc (trading as
CommerceIQ) Software & technology 303 773 0.5 Equity
Kani Payments Holdings Limited Software & technology
Learning &
249 249 0.4 Equity
iAM Compliant Limited development/recruitment
technology
246 149 0.4 Equity
TC Communications Holdings Limited Business services 241 980 0.4 Debt/equity
Cat Tech International Limited Industrials & engineering 238 206 0.4 Debt/equity
Zing TopCo Limited (trading as Zing) Business services 185 185 0.3 Debt/equity
Reed Thermoformed Packaging Limited
(trading as iPac Packaging Innovations)
Business services 140 100 0.2 Debt/equity
XR Games Limited Software & technology 134 353 0.2 Debt/equity
Arimon Limited (trading as Digilytics) Software & technology 126 126 0.2 Equity
RevLifter Limited Marketing & advertising
technology
116 116 0.2 Equity
Pharmaceuticals, Equity
C4X Discovery Holdings PLC
Kerrera TopCo Limited (trading as Kube
biotechnology & healthcare 82 119 -
Networks) Software & technology 76 76 - Equity
Other unlisted investments 15 3,005 -
Total unlisted 42,774 36,904 63.6
AIM quoted
Diaceutics PLC 286 161 0.4
GENinCode PLC 150 884 0.3
MaxCyte Inc 130 137 0.3
Cambridge Cognition Holdings PLC 56 62 0.1
Eden Research PLC 54 83 -
Kanabo Group PLC 25 1,611 -
Vianet Group PLC 19 31 -
Spectral AI 19 99 -
ReNeuron Group PLC 13 278 -
Other quoted investments 21 1,011 -
Total AIM quoted 773 4,357 1.1
Private equity investment trusts
HgCapital Trust PLC 810 420 1.2
Patria Private Equity Trust PLC (formerly
abrdn Private Equity Opportunities Trust
PLC)
536 374 0.8
ICG Enterprise Trust PLC 507 380 0.8
CT Private Equity Trust PLC 343 253 0.5
NB Private Equity Partners Limited1 320 371 0.5
HarbourVest
Global
Private
Equity
Limited1
286 167 0.4
Partners Group Private Equity Limited1 254 270 0.4
Pantheon International PLC 196 138 0.3
Apax Global Alpha Limited1 170 219 0.3
Total private equity investment trusts 3,422 2,592 5.2
Global equity investment trusts
Alliance Witan PLC 178 149 0.3
JPMorgan Global Growth & Income PLC 171 150 0.2
Total global equity investment trusts 349 299 0.5
Real estate investment trusts
Tritax BigBox REIT PLC 103 99 0.2
Land Securities Group PLC 55 52 0.1
Total real estate investment trust 158 151 0.3
Infrastructure investment trusts
Pantheon Infrastructure PLC
3i Infrastructure PLC2
281 251 0.4
277 270 0.4
BBGI Global Infrastructure SA3 249 260 0.4
International Public Partnerships Limited1
Foresight Environmental Infrastructure
189 235 0.3
Limited (formerly JLEN Environmental
1
Assets Group Limited)
167 270 0.2
Foresight Solar Fund Limited 123 125 0.1
Total infrastructure investment trusts 1,286 1,411 1.9
Open-ended investment companies
Royal London Short Term Money Market
Fund (Class Y Income)
1,004 1,011 1.5
Royal London Short Term Fixed Income
Fund (Class Y Income)
Total open-ended investment
992 1,000 1.5
companies 1,996 2,011 3.0
Money market funds
BlackRock Institutional Sterling Liquidity
Fund (Core) 2,000 2,000 3.0
Aviva Investors Sterling Liquidity Fund
(Class 3) 1,000 1,000 1.5
BlackRock Institutional Sterling
Government Liquidity Fund (Core Dis) 1,000 1,000 1.5
Goldman Sachs Sterling Government
Liquid Reserves Ireland (Institutional) 1,000 1,000 1.5
HSBC Sterling Liquidity Fund (Class A) 1,000 1,000 1.5
State Street GBP Liquidity LVNAV Fund
(Institutional) 1,000 1,000 1.5
Fidelity Institutional Liquidity Sterling
Fund (Class F) 500 500 0.7
Total money market funds 7,500 7,500 11.2
Total investments 58,258 55,225 86.7

Notes:

*the Company has since 31 May 2025:

made the following investments:

(i) £1,000,000 in abrdn Liquidity Fund (Lux) - Sterling Fund K-1 Inc (19 June 2025, equity)

(ii) £373,125 in Arimon Limited (27 June 2025, equity)

(iii) £104,335 in Automated Analytics Limited (5 August 2025, equity)

(iv) £54,797 in Land Securities Group PLC (9 June 2025, equity)

(v) £124,376 in Laverock Therapeutics Limited (5 June 2025, equity)

(vi) £44,949 in mypura.com Group Limited (20 June 2025, equity)

(vii) £59,606 in Plyable Limited (1 August 2025, loan)

(viii) £324,999 in PowerPhotonic Limited (30 June 2025, equity)

(ix) £60,000 in Relative Insight Limited (26 June 2025, equity)

(x) £53,428 in Tritax BigBox REIT PLC (13 June 2025, equity)

(xi) £35,764 in Plyable Limited (22 August 2025, loan)

and realised the following equity and loan investments:

(i) BBGI Global Infrastructure SA for £248,883 on 4 June 2025

(ii) BlackRock Institutional Sterling Government Liquidity Fund (Core Dis) for £1,000,000 on 19 June 2025

(iii) BlackRock Institutional Sterling Liquidity Fund (Core) for £1,000,000 on 20 August 2025

(iv) GradTouch Limited for £66,366 between 4 April and 6 June 2025

(v) Horizon Ceremonies Limited for £2,697,266 on 2 July 2025

(vi) HSBC Sterling Liquidity Fund (Class A) for £1,000,000 on 20 August 2025

(vii) GradTouch Limited for £10,269 on 1 September 2025

Save for the above investments and realisations and general movements in cash/listed fixed income balances as a result of ongoing investments and realisations, and for general working capital purposes, there has been no material change to the valuations used to prepare the above analysis (as at 31 May 2025, being the date by reference to which those valuations were undertaken).

1 The investment trusts indicated above are companies incorporated in Guernsey.

2 The investment trusts indicated above are companies incorporated in Jersey.

3 The investment trusts indicated above are companies incorporated in Luxembourg.

3. Maven VCT 4

The investment portfolio of Maven VCT 4 is shown below (the valuations being the latest valuations carried out by the Board as set out in its unaudited interim report for the six month period ended 30 June 2025) with disposals and new investments undertaken since 30 June 2025. New investments are valued at cost (unaudited) at the time of investment*. As at 30 September 2025 (being the latest practicable date prior to the publication of this document), the most recently published portfolio information, set out below, represented 92.9% of the net asset value of Maven VCT 4. Unless otherwise stated, all the investments set out below are in portfolio companies incorporated in the UK. None of the Maven VCT 4's investments comprise assets admitted to trading on a regulated market.

Maven Income and Growth VCT 4 PLC Investment Portfolio Summary As at 30 June 2025

Investment Sector Valuation
£'000
Cost
£'000
% of total
assets
Structure
Unlisted
Horizon Ceremonies (trading as Horizon
Cremation)
Business services 4,712 2,463 5.3 Debt/equity
Pharmaceuticals,
BioAscent Discovery Limited biotechnology & healthcare 4,338 1,532 4.9 Equity
Rockar 2016 Limited (trading as Rockar) Software & technology
Learning &
3,355 1,766 3.8 Debt/equity
Bright Network (UK) Limited development/recruitment
technology
2,709 1,706 3.1 Equity
WaterBear Education Limited Business services 2,376 987 2.7 Debt/equity
Ensco 969 Limited (trading as DPP) Industrials & engineering 2,147 1,532 2.4 Debt/equity
2degrees Limited (trading as
Manufacture 2030)
Software & technology 2,024 922 2.3 Equity
Summize Limited Software & technology 1,994 796 2.3 Equity
HCS Control Systems Group Limited Industrials & engineering 1,942 1,201 2.2 Debt/equity
Bud Systems Limited Learning &
development/recruitment
technology
1,593 762 1.8 Equity
Liftango Group Limited Software & technology 1,504 1,504 1.7 Debt/equity
Zinc Digital Business Solutions Limited Software & technology 1,462 1,029 1.7 Equity
Vodat Communications Group (VCG)
Holding Limited
Business services 1,427 1,240 1.6 Debt/equity
Relative Insight Limited Marketing & advertising
technology
1,406 1,406 1.6 Equity
RevLifter Limited Marketing & advertising
technology
1,159 1,159 1.3 Equity
Hublsoft Group Limited Software & technology 1,138 922 1.3 Debt/equity
CYSIAM Limited Software & technology 1,095 448 1.2 Equity
Martel Instruments Holdings Limited Industrials & engineering 1,038 701 1.2 Debt/equity
mypura.com Group Limited (trading as
Pura)
Business services 1,023 621 1.2 Equity
Whiterock Group Limited Software & technology 1,014 1,014 1.2 Debt/equity
Blackdot Solutions Limited Software & technology 995 995 1.1 Equity
The Algorithm People Limited (trading as
Optimize)
Software & technology 961 486 1.1 Equity
MirrorWeb Holdings LLC Software & technology 929 929 1.1 Equity
ebb3 Limited Software & technology 927 1,307 1.1 Debt/equity
DiffusionData Limited Software & technology 919 780 1.0 Equity
Biorelate Limited Software & technology 909 547 1.0 Equity
Delio Limited Software & technology 903 1,294 1.0 Equity
Plyable Limited Software & technology 826 826 0.9 Equity
Nano Interactive Group Limited Marketing & advertising
technology
819 727 0.9 Debt/equity
RiskSmart Limited Business services 795 318 0.9 Equity
Sensoteq Limited Software & technology 782 782 0.9 Equity
Precursive Limited Software & technology 750 750 0.9 Equity
Laverock Therapeutics Limited Pharmaceuticals,
biotechnology & healthcare
746 746 0.8 Equity
Flow UK Holdings Limited Business services 735 1,047 0.8 Debt/equity
Growth Capital Ventures Limited Software & technology 650 639 0.7 Equity
Novatus Global Limited Software & technology 627 134 0.7 Equity
CODILINK UK Limited (trading as Coniq) Software & technology 600 400 0.7 Equity
Metrion Biosciences Limited Pharmaceuticals,
biotechnology & healthcare
597 597 0.7 Equity
Enpal Limited (trading as Guru Systems) Software & technology 581 581 0.7 Debt/equity
NorthRow Limited Software & technology 535 1,699 0.6 Debt/equity
Arimon Limited (trading as Digilytics) Software & technology 504 504 0.6 Equity
iAM Compliant Limited Learning &
development/recruitment
technology
492 298 0.6 Equity
Automated Analytics Limited Marketing & advertising
technology
477 247 0.5 Equity
Fixtuur Limited (formerly Shortbite
Limited)
Software & technology 470 1,198 0.5 Equity
Horizon Technologies Consultants
Limited
Industrials & engineering 466 448 0.5 Equity
Boomerang Commerce Inc (trading as
CommerceIQ)
Software & technology 456 1,164 0.5 Equity
Connected Data Company Limited Business services 423 423 0.5 Equity
TC Communications Holdings Limited Business services 413 958 0.5 Debt/equity
McKenzie Intelligence Services Limited Business services 403 159 0.5 Equity
Alderley Lighthouse Labs Limited Pharmaceuticals,
biotechnology & healthcare
386 386 0.4 Equity
AMufacture Limited Industrials & engineering 385 385 0.4 Debt/equity
Learning &
development/recruitment
Filtered Technologies Limited technology 382 1,248 0.4 Debt/equity
Kani Payments Holdings Limited
HiveHR Limited
Software & technology
Learning &
development/recruitment
technology
348
346
348
346
0.4
0.4
Equity
Debt/equity
PowerPhotonic Limited Industrials & engineering 325 325 0.4 Equity
Cat Tech International Limited Industrials & engineering 314 314 0.4 Debt/equity
Snappy Shopper Limited Software & technology 309 309 0.4 Equity
Zing TopCo Limited (trading as Zing) Business services 185 185 0.2 Debt/equity
MaxCyte Inc Pharmaceuticals,
biotechnology & healthcare
183 207 0.2
XR Games Limited Software & technology 167 355 0.2 Debt/equity
Reed Thermoformed Packaging Limited
(trading as iPac Packaging Innovations)
Kerrera TopCo Limited (trading as Kube
Business services 140 100 0.2 Debt/equity
Networks Limited) Software & technology
Pharmaceuticals,
129 129 0.1 Equity
C4X Discovery Holdings PLC biotechnology & healthcare 96 137 0.1 Equity
Other unlisted investments 29 4175 -
Total unlisted 62,870 53,643 71.3
AIM quoted
Diaceutics PLC 243 161 0.3
SkinBio Therapeutics PLC 211 208 0.2
GENinCode PLC 208 886 0.2
KRM22 PLC 145 220 0.2
Oxford Metrics PLC 117 80 0.1
One Media IP Group PLC 93 186 0.1
Eden Research PLC 90 160 0.1
Cambridge Cognition Holdings PLC 48 62 0.1
Kanabo Group PLC 47 2,986 0.1
Creo Medical Group PLC 36 497 0.1
Vianet Group PLC 35 49 0.1
TPXimpact Holdings PLC 31 107 0.1
Avacta Group PLC 30 16 -
Spectral AI Inc 29 99 -
Pulsar Group PLC 26 35 -
Hardide PLC 16 122 -
Verici Dx PLC 14 271 -
ReNeuron Group PLC 13 277 -
Angle PLC 10 82 -
Other quoted investments 25 1,191 -
Total AIM quoted 1,467 7,695 1.7
Private equity investment trusts
HgCapital Trust PLC 1,079 530 1.2
ICG Enterprise Trust PLC 547 381 0.6
Patria Private Equity Trust PLC (formerly
abrdn Private Equity Opportunities Trust
PLC)
537 367 0.6
CT Private Equity Trust PLC 401 293 0.5
Partners Group Private Equity Limited1 323 336 0.4
NB Private Equity Partners Limited1 320 371 0.4
Apax Global Alpha Limited1 291 344 0.3
HarbourVest Global Private Equity
Limited1
271 153 0.3
Pantheon International PLC 148 99 0.1
Total private equity investment trusts 3,917 2,874 4.4
Infrastructure investment trusts
Pantheon Infrastructure PLC 284 250 0.3
3i Infrastructure PLC2 273 260 0.3
International Public Partnerships
Limited1
223 270 0.3
Foresight Environmental Infrastructure
Limited (formerly JLEN Environmental
1
Assets Group Limited)
Foresight Solar Fund Limited
172
123
260
125
0.2
0.1
Total infrastructure investment trusts 1,075 1,165 1.2
Fixed income investment trust
TwentyFour Select Monthly Income
Fund Limited1 180 196 0.2
Total fixed income investment trust 180 196 0.2
Global equity investment trusts
Alliance Witan PLC (formerly Alliance
Trust PLC) 0.2
183 149
JPMorgan Global Growth & Income PLC 149 125 0.2
Total global equity investment trusts 332 274 0.4
Real estate investment trusts
Tritax BigBox REIT PLC 156 153 0.2
Land Securities Group PLC 111 107 0.1
Total real estate investment trusts 267 260 0.3
Royal London Short Term Money Market
Fund (Class Y Income)
1,004 1,026 1.2
Royal London Short Term Fixed Income
Fund (Class Y Income)
996 1,000 1.1
Total open-ended investment
companies
2,000 2,026 2.3
Money market funds
abrdn Liquidity Fund (Lux) - Sterling
Fund K-1 Inc GBP
1,000 1,000 1.2
Aviva Investors Sterling Government
Liquidity Fund (Class 3)
1,000 1,000 1.2
Aviva Investors Sterling Liquidity Fund
(Class 3)
1,000 1,000 1.1
BlackRock Institutional Sterling
Government Liquidity Fund (Core Dis)
1,000 1,000 1.1
BlackRock Institutional Sterling Liquidity
Fund (Core)
1,000 1,000 1.1
Goldman Sachs Sterling Government
Liquid Reserves Ireland (Institutional)
1,000 1,000 1.1
HSBC Sterling Liquidity Fund (Class A) 1,000 1,000 1.1
Fidelity Institutional Liquidity Sterling
Fund (Class F)
500 500 0.6
Total money market funds 7,500 7,500 8.5
Total investments 79,608 75,633 90.3

Notes:

*the Company, has since 30 June 2025:

made the following investments:

(i) £104,335 in Automated Analytics Limited (5 August 2025, equity)

(ii) £68,122 in Plyable Limited (1 August 2025, loan)

(iii) £40,874 in Plyable Limited (22 August 2025, loan)

and realised the following equity and loan investments:

(i) abrdn Liquidity Fund (Lux) - Sterling Fund K-1 Inc for £1,000,000 on 20 August 2025

(ii) GradTouch Limited for £6,806 between 2 July and 1 August 2025

(iii) Horizon Ceremonies Limited for £4,551,718 on 2 July 2025

(iv) GradTouch Limited for £5,134 on 1 September 2025

Save for the above investments and realisations and general movements in cash/listed fixed income balances as a result of ongoing investments and realisations, and for general working capital purposes, there has been no material change to the valuations used to prepare the above analysis (as at 30 June 2025, being the date by reference to which those valuations were undertaken).

1 The investment trusts indicated above are companies incorporated in Guernsey.

2 The investment trusts indicated above are companies incorporated in Jersey.

3 The investment trusts indicated above are companies incorporated in Luxembourg.

4. Maven VCT 5

The investment portfolio of Maven VCT 5 is shown below (the valuations being the latest valuations carried out by the Board as set out in its unaudited interim report for the six month period ended 31 May 2025) with disposals and new investments undertaken since that date noted at the end. New investments are valued at cost (unaudited), in accordance with the accounting policy of Maven VCT 5, at the time of investment*. As at 30 September 2025 (being the latest practicable date prior to the publication of this document), the most recently published portfolio information, set out below, represented 90.8% of the net asset value of Maven VCT 5. Unless otherwise stated, all the investments set out below are in portfolio companies incorporated in the UK. None of the Maven VCT 5's investments comprise assets admitted to trading on a regulated market.

Maven Income and Growth VCT 5 PLC Investment Portfolio Summary As at 31 May 2025

Investment Valuation
£'000
Cost
£'000
% of total
assets
Structure
Unlisted
2degrees Limited (trading as
Manufacture 2030) Software & technology 3,165 1,298 4.3 Equity
Summize Limited Software & technology 2,194 846 3.0 Equity
Bright Network (UK) Limited Learning &
development/recruitment
technology
2,122 1,264 2.9 Equity
Rockar 2016 Limited (trading as Rockar) Software & technology 1,825 1,023 2.5 Debt/equity
Bud Systems Limited Learning &
development/recruitment
technology
1,799 846 2.5 Equity
Horizon Ceremonies Limited (trading as
Horizon Cremation)
Horizon Technologies Consultants
Business services 1,688 960 2.3 Debt/equity
Limited Industrials & engineering 1,328 1,296 1.8 Equity
Liftango Group Limited Software & technology 1,195 1,195 1.6 Debt/equity
CYSIAM Limited Software & technology 1,145 373 1.6 Equity
Zinc Digital Business Solutions Limited Software & technology 1,120 807 1.5 Equity
DiffusionData Limited Software & technology 1,048 900 1.4 Equity
Biorelate Limited Software & technology 1,023 597 1.4 Equity
MirrorWeb Holdings LLC Software & technology 1,002 1,002 1.4 Equity
Precursive Limited Software & technology 1,000 1,000 1.4 Equity
Blackdot Solutions Limited Software & technology 995 995 1.4 Equity
Relative Insight Limited Marketing & advertising
technology
974 974 1.3 Equity
Hublsoft Group Limited Software & technology 969 786 1.3 Debt/equity
Novatus Global Limited Software & technology 958 205 1.3 Equity
Plyable Limited Software & technology 914 914 1.2 Equity
mypura.com Group Limited (trading as
Pura)
Business services 913 498 1.2 Equity
Enpal Limited (trading as Guru Systems) Software & technology 891 891 1.2 Debt/equity
Nano Interactive Group Limited Marketing & advertising
technology
819 727 1.1 Debt/equity
iAM Compliant Limited Learning &
development/recruitment
technology
806 489 1.1 Equity
Sensoteq Limited Software & technology 782 782 1.1 Equity
BioAscent Discovery Limited Pharmaceuticals,
biotechnology & healthcare
734 174 1.0 Equity
RiskSmart Limited Business services 696 279 1.0 Equity
CODILINK UK Limited (trading as
Coniq)
Software & technology 675 450 0.9 Equity
Filtered Technologies Limited Learning &
development/recruitment
technology
655 825 0.9 Debt/equity
WaterBear Education Limited Business services 649 245 0.9 Debt/equity
Ensco 969 Limited (trading as DPP) Industrials & engineering 638 435 0.9 Debt/equity
Reed Thermoformed Packaging Limited
(trading as iPac Packaging Innovations)
Business services 631 448 0.9 Debt/equity
Delio Limited Software & technology 625 998 0.9 Equity
Metrion Biosciences Limited Pharmaceuticals,
biotechnology & healthcare
597 597 0.8 Equity
HCS Control Systems Group Limited Industrials & engineering 550 373 0.8 Debt/equity
Whiterock Group Limited Software & technology 520 520 0.7 Debt/equity
Laverock Therapeutics Limited Pharmaceuticals,
biotechnology & healthcare
498 498 0.7 Equity
Automated Analytics Limited Marketing & advertising
technology
426 249 0.6 Equity
Connected Data Company Limited Business services 423 423 0.6 Equity
HiveHR Limited Learning &
development/recruitment
technology
413 413 0.6 Debt/equity
McKenzie Intelligence Services Limited Business services 403 159 0.6 Equity
Vodat Communications Group (VCG)
Holding Limited
Business services 396 264 0.5 Debt/equity
AMufacture Limited Industrials & engineering 394 385 0.5 Debt/equity
Alderley Lighthouse Labs Limited Pharmaceuticals,
biotechnology & healthcare
386 386 0.5 Equity
Flow UK Holdings Limited Business services 350 498 0.5 Debt/equity
RevLifter Limited Marketing & advertising
technology
348 348 0.5 Equity
The Algorithm People Limited (trading
as Optimize)
Software & technology 348 163 0.5 Equity
Fixtuur Limited (formerly Shortbite
Limited)
Software & technology 339 984 0.4 Equity
Rico Developments Limited (trading as
Adimo)
Marketing & advertising
technology
325 760 0.4 Debt/equity
Business services Equity
Servoca PLC
Kani Payments Holdings Limited
Software & technology 322
311
136
311
0.4
0.4
Equity
Snappy Shopper Limited Software & technology 307 307 0.4 Equity
ebb3 Limited Software & technology 291 206 0.4 Debt/equity
NorthRow Limited Software & technology 278 979 0.4 Debt/equity
Growth Capital Ventures Limited Software & technology 275 264 0.4 Equity
Boomerang Commerce IQ (trading as
CommerceIQ)
Software & technology 253 646 0.3 Equity
Zing TopCo Limited (trading as Zing) Business services 185 185 0.3 Debt/equity
Arimon Limited (trading as Digilytics) Software & technology 126 126 0.2 Equity
XR Games Limited Software & technology 123 354 0.2 Debt/equity
Cat Tech International Limited Industrials & engineering 114 98 0.2 Debt/equity
Kerrera TopCo Limited (trading as Kube
Networks)
Software & technology 59 59 - Equity
C4X Discovery Holdings PLC Pharmaceuticals,
biotechnology & healthcare
28 40 - Equity
VSA Capital Group PLC Business services 14 509 - Equity
Other unlisted investments 29 5,937 -
Total unlisted 45,409 41,699 62.0
AIM/AQSE quoted
Concurrent Technologies PLC 980 161 1.3
Water Intelligence PLC 854 163 1.2
Synectics PLC 447 308 0.6
Avingtrans PLC 368 54 0.5
Netcall PLC 352 26 0.5
Vianet Group PLC 247 405 0.3
Anpario PLC 213 57 0.3
Pulsar Group PLC (formerly Access
Intelligence PLC) 182 224 0.2
K3 Business Technology Group PLC 181 238 0.2
Croma Security Solutions Group PLC 128 433 0.2
GENinCode PLC 125 683 0.2
Eden Research PLC 124 199 0.2
BiVictriX Therapeutics PLC 64 99 0.1
Cambridge Cognition Holdings PLC 56 62 0.1
Transense Technologies PLC 46 1,188 0.1
Arecor Therapeutics PLC 31 167 0.1
Kanabo Group PLC 26 1,639 -
Avacta Group PLC 16 7 -
Incanthera PLC 15 46 -
Gelion PLC 11 121 -
Other quoted investments 63 4,670 0.1
Total AIM/AQSE quoted 4,529 10,950 6.2
Private equity investment trusts
HgCapital Trust PLC 735 500 1.0
Patria Private Equity Trust PLC (formerly
abrdn Private Equity Opportunities Trust
PLC)
480 377 0.7
NB Private Equity Partners Limited1 355 412 0.5
ICG Enterprise Trust PLC 341 305 0.5
CT Private Equity Trust PLC 307 300 0.4
Pantheon International PLC 225 252 0.3
Apax Global Alpha Limited1 150 225 0.1
Caledonia Investments PLC 117 112 0.1
Total private equity investment trusts 2,710 2,483 3.6
Global equity investment trusts
Alliance Witan PLC (formerly Alliance
Trust PLC)
178 149 0.3
JPMorgan Global Growth & Income PLC 171 150 0.2
Total global equity investment trusts 349 299 0.5
Real estate investment trusts
Tritax BigBox REIT PLC 103 99 0.2
Land Securities Group PLC 55 52 0.1
Total real estate investment trusts 158 151 0.3
Infrastructure investment trusts
Pantheon Infrastructure PLC 409 350 0.6
BBGI Global Infrastructure SA 380 389 0.5
3i Infrastructure PLC2 328 320 0.4
International Public Partnerships
Limited1
Foresight Environmental Infrastructure
241 300 0.3
Limited (formerly JLEN Environmental
1
Assets Group Limited)
199 320 0.3
Foresight Solar Fund Limited 124 125 0.2
Total infrastructure investment trusts 1,681 1,804 2.3
Open-ended investment companies
Royal London Short Term Money Market
Fund (Class Y Income)
1,004 1,026 1.4
Royal London Short Term Fixed Income
Fund (Class Y Income)
992 1,000 1.3
Total open-ended investment
companies
1,996 2,026 2.7
Money market funds
abrdn Liquidity Fund (Lux) - Sterling
Fund K-1 Inc GBP
1,000 1,000 1.4
Aviva Investors Sterling Government
Liquidity Fund (Class 3)
1,000 1,000 1.4
Aviva Investors Sterling Liquidity Fund
(Class 3)
1,000 1,000 1.4
BlackRock Institutional Sterling
Government Liquidity Fund (Core Dis)
1,000 1,000 1.4
Fidelity Institutional Liquidity Sterling
Fund (Class F)
1,000 1,000 1.4
HSBC Sterling Liquidity Fund (Class A) 1,000 1,000 1.3
State Street GBP Liquidity LVNAV Fund
(Institutional)
1,000 1,000 1.3
Total money market funds 7,000 7,000 9.6
Total investments 63,832 66,412 87.2

Notes:

*the Company has, since 31 May 2025:

made the following investments:

(i) £378,103 in Arimon Limited (27 June 2025, equity)

(ii) £104,335 in Automated Analytics Limited (5 August 2025, equity)

(iii) £1,000,000 in BlackRock Institutional Sterling Liquidity Fund (Core) (19 June 2025, equity)

(iv) £54,797 in Land Securities Group PLC (9 June 2025, equity)

(v) £149,247 in Laverock Therapeutics Limited (5 June 2025, equity)

(vi) £150,035 in mypura.com Group Limited (20 June 2025, equity)

(vii) £18,209 in Plyable Limited (1 August 2025, loan)

(viii) £324,999 in PowerPhotonic Limited (30 June 2025, equity)

(ix) £80,000 in Relative Insight Limited (26 June 2025, equity)

(x) £53,427 in Tritax BigBox REIT PLC (13 June 2025, equity) (xi) £10,926 in Plyable Limited (22 August 2025, loan)

and realised the following equity and loan investments:

(i) Aviva Investors Sterling Government Liquidity Fund (Class 3) on 20 August 2025

(ii) BBGI Global Infrastructure SA for £380,275 on 4 June 2025

(iii) Fidelity Institutional Liquidity Sterling Fund (Class F) for £1,000,000 on 19 June 2025

(iv) GradTouch Limited for £66,366 between 4 April and 6 June 2025

(v) Horizon Ceremonies Limited for £1,609,102 on 2 July 2025

(vi) HSBC Sterling Liquidity Fund (Class A) for £1,000,000 on 18 June 2025

(vii) K3 Business Technology Group PLC for £131,378 on 18 July 2025

(viii) GradTouch Limited for £10,269 on 1 September 2025

and, save for the above investments and realisations and general movements in cash/listed fixed income balances as a result of ongoing investments and realisations, and for general working capital purposes, there has been no material change to the valuations used to prepare the above analysis (as at 31 May 2025, being the date by reference to which those valuations were undertaken).

1 The investment trusts indicated above are companies incorporated in Guernsey.

2 The investment trusts indicated above are companies incorporated in Luxembourg.

3 The investment trusts indicated above are companies incorporated in Jersey.

PART 5: GENERAL INFORMATION

SECTION A: MAVEN VCT 1 – GENERAL INFORMATION

1. Incorporation and administration

  • (a) Maven VCT 1 was incorporated and registered in England and Wales on 12 January 2000 with limited liability as a public limited company under CA 1985 with registered number 03908220 and the name Murray VCT 4 PLC (LEI: 213800VL4S7K6A2YTX94). Maven VCT 1 changed its name on 25 July 2007 to Aberdeen Income and Growth VCT PLC and on 14 December 2009 to its present name.
  • (b) Maven VCT 1 was issued with a certificate under section 117 of CA 1985 by the Registrar of Companies on 20 January 2000.
  • (c) Maven VCT 1 is domiciled in England and its registered office is at 6th Floor, Saddlers House, 44 Gutter Lane, London, EC2V 6BR. Its principal place of business is at Kintyre House, 205 West George Street, Glasgow, G2 2LW, and its telephone number is 0141 306 7400. The webpage of Maven VCT 1 is: mavencp.com/migvct. Without limitation, neither the contents of Maven VCT 1's or the Manager's website (or any other website referred to in this document) nor the content of any website accessible from hyperlinks on Maven VCT 1's webpage or the Manager's website (or any other website referred to in this document) is incorporated into, or forms part of this document.
  • (d) Maven VCT 1 does not have (and has not had since incorporation) any subsidiaries or any employees and it neither owns nor occupies any premises.
  • (e) Maven VCT 1 has been granted approval as a VCT under section 274 of the Tax Act and the Maven VCT 1 Directors have managed and intend to manage the affairs of Maven VCT 1 in such a manner so as to comply with section 274 of the Tax Act.
  • (f) Maven VCT 1 is a small, registered, internally managed alternative investment fund under the UK AIFMD Laws. Maven VCT 1 is required to manage its affairs to obtain and maintain approval as a VCT under the provisions of section 274 of the Tax Act. Maven VCT 1 operates under CA 2006 and the regulations made thereunder. Maven VCT 1, as a company whose shares are admitted to the Official List, is subject to the Listing Rules and the Disclosure Guidance and Transparency Rules.
  • (g) The ISIN and SEDOL numbers for the Maven VCT 1 Shares are GB0004122858 and 0412285 respectively.

2. Share capital

  • (a) As at 30 September 2025 (being the latest practicable date prior to the publication of this document), the issued fully paid share capital of Maven VCT 1 comprised 180,799,329 Shares.
  • (b) The following authorities were granted at the Maven VCT 1 AGM by the passing of ordinary and special resolutions:
      1. That, the Maven VCT 1 Directors were generally and unconditionally authorised under section 551 of CA 2006 to exercise all the powers of Maven VCT 1 to allot shares in Maven VCT 1, or to grant rights to subscribe for or convert any security into shares in Maven VCT 1 up to an aggregate nominal amount of £1,814,410 provided that this authority shall expire at the conclusion of the next annual general meeting of Maven VCT 1 or, if earlier, on the expiry of 15 months from the passing of this resolution, and so that Maven VCT 1 may before such expiry, make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Maven VCT 1 Directors may allot relevant securities in pursuance of such offer or agreement as if the authority conferred had not expired;
      1. That, subject to the passing of the above ordinary resolution, the Maven VCT 1 Directors were empowered under section 571 of CA 2006 to allot equity securities (as defined in section 560 of CA 2006) under the authority referred to in paragraph 2(b)1 for cash as if section 561(1) of CA 2006 did not apply to the allotment, provided that this power shall:
      2. (a) be limited to the allotment of equity securities in connection with an offer of such securities by way of a rights issue to Maven VCT 1 Shareholders in proportion (as nearly as practicable) to their respective holdings of such shares but subject to such exclusions or other arrangements as the Maven VCT 1 Directors may deem necessary or expedient in relation to fractional entitlements or any legal or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange; and
      3. (b) be limited to the allotment (other than under sub-paragraph 2(b)2(a) above) of equity securities up to an aggregate nominal amount not exceeding £1,814,410 (equivalent to 18,144,100 Ordinary Shares); and
      4. (c) expire at the conclusion of the next annual general meeting of Maven VCT 1 or on the expiry of 15 months after the passing of this resolution, whichever is the first to occur, save that Maven VCT 1 may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Maven VCT 1 Directors may allot equity securities in pursuance of such offer or agreement as if the power conferred had not expired;
      1. That, Maven VCT 1 was generally and, subject as hereafter appears, unconditionally authorised in accordance with

section 701 of CA 2006 to make market purchases (within the meaning of section 693(4) of CA 2006) of fully paid Maven VCT 1 Shares, provided always that:

  • (a) the maximum number of such shares authorised to be purchased is 27,198,012;
  • (b) the minimum price, exclusive of expenses, that may be paid for such a share shall be 10p per share;
  • (c) the maximum price, exclusive of expenses, that may be paid for such a share shall be not more than an amount equal to the higher of:
    • (i) 105% of the average of the closing middle market price for the shares as derived from the London Stock Exchange's Daily Official List for the five business days immediately preceding the date on which the shares are purchased; and
    • (ii) the price stipulated by Article 5(1) of Commission Regulation (EC) No. 273/2003 (the Buy-back and Stabilisation Regulation); and
  • (d) unless previously renewed, varied or revoked, the authority conferred above shall expire at the conclusion of the next annual general meeting of Maven VCT 1 or, if earlier, on the expiry of 15 months from the passing of the resolution, save that Maven VCT 1 may before such expiry enter into a contract to purchase shares which will or may be completed wholly or partly after such expiry; and
    1. That, a general meeting other than an annual general meeting may be called on not less than 14 days' clear notice.
  • (c) At the general meeting of Maven VCT 1 to be held on 13 November 2025, the following ordinary and special resolutions will be proposed:
      1. That, in addition to existing authorities, Maven VCT 1 Directors be and hereby are generally and unconditionally authorised pursuant to section 551 of CA 2006 to exercise all the powers of Maven VCT 1 to allot and issue Shares in the capital of Maven VCT 1 and to grant rights to subscribe for, or to convert any security into, shares in the capital of Maven VCT 1 (Rights) up to an aggregate nominal amount of £3,790,000 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 Maven VCT 1 in a general meeting), but so that this authority shall allow Maven VCT 1 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 Maven VCT 1 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.
      1. That, subject to the passing of the resolution referred to in paragraph 2(c)1 above, and in addition to existing authorities, the Maven VCT 1 Directors be and hereby are empowered in accordance with sections 570 and 573 of 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 CA 2006) for cash pursuant to the authority given pursuant to the resolution referred to in paragraph 2(c)1 above, as if section 561(1) of 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 £3,790,000 and provided further that the proceeds may be used, in whole or in part, to purchase Maven VCT 1 Shares in the market and provided further that the authority conferred by this resolution shall expire on the date falling on 18 months from the passing of this resolution (unless renewed, varied or revoked by Maven VCT 1 in a general meeting), but so that this authority shall allow Maven VCT 1 to make before the expiry of this authority offers or agreements which would or might require shares to be allotted or Rights (as defined in the resolution referred to in paragraph 2(c)1 above) to be granted after such expiry and the Maven VCT 1 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.
      1. That, subject to the sanction of the High Court of Justice, the amount of £33,300,000 standing to the credit of the share premium account of Maven VCT 1, at the date an order is made confirming such cancellation by the Court, be and hereby is cancelled, and the amount by which the share capital is so reduced be credited to a reserve of Maven VCT 1.
      1. That, subject to the sanction of the High Court of Justice, the amount standing to the credit of the capital redemption reserve of Maven VCT 1, at the date an order is made confirming such cancellation by the Court, be and hereby is cancelled, and the amount by which the share capital is so reduced be credited to a reserve of the Maven VCT 1.
  • (d) Assuming 34,034,653 New Shares are allotted by Maven VCT 1 (this being the maximum estimated number of New Shares that may be allotted pursuant to the Maven VCT 1 Offer on the assumption that the maximum amount available under the Maven VCT 1 Offer is raised; all investors are eligible for the maximum amount of Early Investment Incentive; no initial execution-only commission or adviser charges are paid in connection with Applications and assuming that the applicable NAV per Share used in the allotment formula for the Maven VCT 1 Offer is 36.36p), the issued share capital of Maven VCT 1 following completion of the Maven VCT 1 Offer will be 214,833,982 Maven VCT 1 Shares (none of which are expected to be held in treasury).

3. Directors' and other interests

(a) As at 30 September 2025 (being the latest practicable date prior to publication of this document), save as set out below, Maven VCT 1 was not aware of any person who, directly or indirectly, has an interest in Maven VCT 1's share capital or voting rights that is notifiable under UK law:

Maven VCT 1 Shareholder Number of Maven VCT 1 Shares % of issued Maven VCT 1's share
capital
Hargreaves Lansdown (Nominees)
Limited (HLNOM Account)
7,889,997 4.36%

(b) As at 30 September 2025 (being the latest practicable date before the publication of this document) the shareholdings of the Maven VCT 1 Directors were as follows:

Maven VCT 1 Director Number of Maven VCT 1 Shares % of issued Maven VCT 1's share
capital
John Pocock 100,812 0.06%
Alison Fielding 247,281 0.14%
Andrew Harrington 233,197 0.13%
  • (c) Maven VCT 1 Directors may act as directors of companies in which Maven VCT 1 invests and receive and retain fees in that capacity.
  • (d) None of the Maven VCT 1 Directors has a service contract with Maven VCT 1, and no such contract is proposed. However, each of the independent Maven VCT 1 Directors has entered into a letter of appointment for the provision of their services as directors. The fees currently payable for such services are disclosed below. The agreements are terminable by either party giving notice to the other (there is no notice period in relation to any of the letters). There are no commission or profit sharing arrangements and no compensation is payable on termination of the agreements.

John Pocock, as chairman of Maven VCT 1, is entitled to annual remuneration of £26,319, while the annual remuneration receivable by Alison Fielding is £22,225 and receivable by Andrew Harrington, as chairman of the audit and risk committees, is £24,466.

  • (e) The directors' fees payable to the Maven VCT 1 Directors for the financial year ending 28 February 2026 will be: John Pocock £26,319 (2025: £25,066), Alison Fielding £22,225 (2025: £21,167) and Andrew Harrington £24,466 (2025: £22,937). The Maven VCT 1 Directors receive no other remuneration benefits, nor pension, retirement or similar benefits, in addition to their fees detailed above. It is estimated that the aggregate amount payable to the Maven VCT 1 Directors by Maven VCT 1 for the financial year ending on 28 February 2026 under the arrangements in force at the date of this document will not exceed £73,010 (2025: £77,898) plus out-of-pocket expenses.
  • (f) No loan or guarantee has been granted or provided by Maven VCT 1 to or for the benefit of any of the Maven VCT 1 Directors.
  • (g) None of the Maven VCT 1 Directors nor any member of their respective immediate families has, or has had, an interest in any transaction or transactions which are or were unusual in their nature or conditions or significant to the business of Maven VCT 1 and which were effected by Maven VCT 1 during the current or immediately preceding financial year or during an earlier financial year and remaining in any respect outstanding or unperformed, except for each of the Maven VCT 1 Directors in relation to them being a party to the agreements referred to in paragraphs 4(c), 4(h), 4(i), 4(j) and 4(k) below and consequently is interested in the relevant agreements.
  • (h) Maven VCT 1 has taken out directors' and officers' liability insurance for the benefit of the Maven VCT 1 Directors, which is renewable on an annual basis.

4. Material contracts

Save as disclosed in this paragraph, Maven VCT 1 has not entered, other than in the ordinary course of business, into any contract which is, or may be material to, Maven VCT 1 within the two years immediately preceding the publication of this document or into any contract that contains any provision under which Maven VCT 1 has any obligation or entitlement which is material to Maven VCT 1 as at the date of this document:

(a) An investment management and administration deed dated 1 March 2015 between Maven VCT 1 and the Manager (as amended by a deed of variation dated 26 September 2018 as referred to in paragraph 4(d) below and further amended by a deed of variation dated 6 June 2022 as referred to in paragraph 4(e), further amended by a deed of variation dated 13 October 2023 as referred to in paragraph 4(f) below) and further amended by a deed of variation dated 27 September 2024 as referred to in paragraph 4(g) below) sets out the following terms:

  • (i) the Manager is paid an investment management fee of 2.0% per annum of the net asset value of Maven VCT 1 at the previous quarter end, payable quarterly in arrears;
  • (ii) the Manager is also entitled to a performance incentive fee, payable in respect of the six month periods to the end of August and February in each year, calculated as 10% of the NAV total return of Maven VCT 1 before taking into account the effects of distributions and purchases of Maven VCT 1's own shares effected during that period, and provided that the annualised NAV total return was not less than 5% of the NAV of Maven VCT 1 as at the beginning of the relevant period. To ensure any incentive is only payable on incremental performance, the net asset value from which the fee is measured is rebased to the high watermark level whenever a fee above the minimum amount becomes payable;
  • (iii) the Manager is also entitled to a fixed annual fee for the provision of company secretarial, accounting and other management and administrative services of £105,000 per annum, which is exclusive of VAT (if any). This fee is subject to annual adjustment by reference to increases in the UK Retail Price Index, is payable quarterly in arrears and is exclusive of VAT (if any);
  • (iv) the Manager will also be paid an Offer Administration Fee in respect of the Maven VCT 1 Offer of 2.5% of the Application Amounts in respect of applications accepted under that Offer. In exchange for this fee Maven has agreed to meet the costs of the Maven VCT 1 Offer, excluding any initial commissions and any annual execution-only trail commissions (the payment of the latter will be the responsibility of Maven VCT 1) and has also agreed to indemnify Maven VCT 1 against any costs of the Maven VCT 1 Offer (excluding such commissions) in excess of 2.5% of the aggregate Application Amounts in relation to all New Shares subscribed for pursuant to the Maven VCT 1 Offer; and
  • (v) The total expenses to be paid to Maven under the investment management agreement with Maven VCT 1, following a deed of variation entered into on 13 October 2023 in respect of its investment management agreement, was subject to a cap on the total expenses to be paid to Maven of 3.8% per annum of the net asset value at the end of the relevant financial period, calculated before deduction of management and administration expenses or any regulatory and exceptional items such as merger costs or performance incentive fees in respect of that financial year; but, following a further deed of variation entered into on 27 September 2024 in respect of its investment management agreement, Maven VCT 1 has agreed to introduce a cap on the total expenses to be paid to Maven of 3.5% of the average net asset value for the relevant financial period, adjusted annually excluding performance fees, regulatory and exceptional costs; and
  • (vi) the management and administration deed may be terminated by either party giving twelve months' prior notice in writing at any time and may also be terminated in circumstances of breach and certain other matters. In accordance with the terms of the investment management and administration deed the Manager will pursue an active investment strategy.
  • (b) A co-investment agreement dated 19 June 2006 between Maven VCT 1 and Aberdeen Asset Managers Limited (which was subsequently novated to Maven) in respect of a co-investment scheme with Maven, whereby executive members of the manager's staff invest alongside Maven VCT 1 and other Maven managed VCTs. The scheme operates through a nominee company, controlled by Maven, which invests alongside Maven VCT 1 in each and every transaction made, including any follow on investments. The terms of the scheme ensure that all investments are made on identical terms to those of Maven VCT 1 and that no selection of investments will be allowed. The shares held under the co-investment scheme will be acquired and realised at the same time and on the same terms (in relation to the relevant securities) as shares held by Maven VCT 1 and other Maven managed VCT's, and all voting and other rights attributable to those shares will be exercised by Maven in parallel with the shares held by Maven VCT 1 and other Maven managed VCTs. Total investment by participants in the coinvestment scheme is set at 5% of the aggregate amount of ordinary shares subscribed for by Maven VCT 1 and the coinvesting executives, except where the only securities to be acquired by Maven VCT 1 are ordinary shares or are AIM quoted securities, in which case the investment percentage will be 1.5%. Where Maven VCT 1 partially divests from AIM holdings, the co-investment scheme is permitted to realise the 1.5% allocation in full. In some circumstances, the co-investment scheme may also sell AIM holdings that Maven VCT 1 may retain in order to comply with VCT qualifying criteria. Notwithstanding the above, co-investment will only be offered alongside the relevant investment if that co-investment would not result in the aggregate of all co-investments made in the previous calendar year exceeding 5% of Maven VCT 1's net assets. Due to significantly increased administration costs, the co-investment scheme was suspended with effect from 11 October 2018 pending a review by Maven. It was agreed to re-introduce the co-investment scheme with effect from 5 March 2021 with the same terms as were in place previously.
  • (c) The letters of appointment between Maven VCT 1 and each of the Maven VCT 1 Directors referred to in paragraph 3(d) above.
  • (d) A deed of variation dated 26 September 2018 of the investment management and administration deed between the Manager and Maven VCT 1. Under this agreement the Manager and Maven VCT 1 agreed to vary the terms of the management and administration deed entered into on 1 March 2015 (as referred to in paragraph 4(a) above) as follows:
    • (i) to increase the secretarial fee from £50,000 to £100,000 per annum (exclusive of VAT);
    • (ii) to extend the notice period required to be given by either Maven VCT 1 or Maven to terminate the management and administration deed from 6 months to 12 months;
  • (iii) to remove the previous cap (of £1.25 million in any financial year) on the maximum amount of management fee payable under the management and administration deed.
  • (e) A deed of variation dated 6 June 2022 of the investment management and administration deed between the Manager and Maven VCT 1. Under this agreement the Manager and Maven VCT 1 agreed to vary the terms of the management and administration deed entered into on 1 March 2015 (as referred to in paragraph 4(a) above) so that the basic management and performance fee is amended from:
    • (i) a minimum fee of the greater of 1.9% of the net asset value of Maven VCT 1 and 20% of the increase in net asset value of Maven VCT 1 over the six month periods ending 28 February and 31 August in each year; to
    • (ii) a performance related management fee, payable in respect of the six month periods to the end of August and February in each year, calculated as 10% of the NAV total return of Maven VCT 1, provided that the annualised NAV total return was not less than 5% of the NAV of Maven VCT 1 as at the beginning of the relevant period, subject to an annualised adjustment and a minimum management fee payable of 2% per annum of the NAV of Maven VCT 1.
  • (f) A deed of variation dated 13 October 2023 of the investment management and administration deed between the Manager and Maven VCT 1. Under this agreement the Manager and Maven VCT 1 agreed to vary the terms of the management and administration deed entered into on 1 March 2015 (as referred to in paragraph 4(a) above) as follows:
    • (i) to introduce a cap on total expenses of 3.8% of the net asset value at the end of the relevant financial period, calculated before deduction of management and administration expenses or any regulatory and exceptional items such as merger costs or performance incentive fees in respect of that financial year;
    • (ii) to introduce a fixed secretarial fee of £100,000 per annum payable quarterly in arrears, subject to an annual adjustment to reflect movement in the UK Retail Price Index, such annual adjustment being restricted to a maximum of 5% of the secretarial fee paid in respect of the previous year; and
    • (iii) to introduce a best execution policy for the Manager when effecting transactions.
  • (g) A deed of variation dated 27 September 2024 of the investment management and administration deed between the Manager and Maven VCT 1. Under this agreement the Manager and Maven VCT 1 agreed to vary the terms of the management and administration deed entered into on 1 March 2015 (as referred to in paragraph 4(a) above) to introduce a cap on total expenses of 3.5% of the average net asset value for the relevant financial period, adjusted annually and excluding performance fees, regulatory and exceptional costs.
  • (h) An offer agreement dated 7 October 2022 between Maven VCT 1, the Maven VCT 1 Directors, Howard Kennedy and Maven, pursuant to which Howard Kennedy agreed to act as sponsor to the 2022 Maven VCT 1 Offer and Maven undertook, as agent of Maven VCT 1, to use its reasonable endeavours to procure subscribers under that offer. Neither Howard Kennedy nor Maven were obliged to subscribe for New Shares under the 2022 Maven VCT 1 Offer. Under the agreement Maven VCT 1 agreed to pay Maven an Offer Administration Fee in respect of the 2022 Maven VCT 1 Offer of 2.5% of the Application Amounts in respect of applications accepted under that offer. Maven agreed to meet the costs of the 2022 Maven VCT 1 Offer, excluding any initial commissions and any annual execution-only intermediary trail commissions (the payment of the latter will be the responsibility of Maven VCT 1) and also agreed to indemnify Maven VCT 1 against any costs of the 2022 Maven VCT 1 Offer (excluding such commissions) in excess of 2.5% of the aggregate of all Application Amounts in relation to all New Shares subscribed for pursuant to the 2022 Maven VCT 1 Offer. Under the agreement, which may be terminated by Howard Kennedy and Maven in certain circumstances, certain warranties were given by Maven VCT 1 and the Maven VCT 1 Directors to Howard Kennedy and Maven, subject to certain limitations. Maven VCT 1 also agreed to indemnify Howard Kennedy in respect of its role as sponsor. The warranties and indemnity were in the usual form for a contract of this type. The agreement provided for termination by Howard Kennedy if any statement in the Prospectus was untrue, any material omission from the Prospectus arose or if there was any breach of warranty.
  • (i) An offer agreement dated 13 October 2023 between Maven VCT 1, the Maven VCT 1 Directors, Howard Kennedy and Maven, pursuant to which Howard Kennedy agreed to act as sponsor to the 2023 Maven VCT 1 Offer and Maven undertook, as agent of Maven VCT 1, to use its reasonable endeavours to procure subscribers under that offer. Neither Howard Kennedy nor Maven were obliged to subscribe for New Shares under the 2023 Maven VCT 1 Offer. Under the agreement Maven VCT 1 agreed to pay Maven an Offer Administration Fee in respect of the 2023 Maven VCT 1 Offer of 2.5% of the Application Amounts in respect of applications accepted under that offer. Maven agreed to meet the costs of the 2023 Maven VCT 1 Offer, excluding any initial commissions and any annual execution-only intermediary trail commissions (the payment of the latter will be the responsibility of Maven VCT 1) and also agreed to indemnify Maven VCT 1 against any costs of the 2023 Maven VCT 1 Offer (excluding such commissions) in excess of 2.5% of the aggregate of all Application Amounts in relation to all New Shares subscribed for pursuant to the 2023 Maven VCT 1 Offer. Under the agreement, which may be terminated by Howard Kennedy and Maven in certain circumstances, certain warranties were given by Maven VCT 1 and the Maven VCT 1 Directors to Howard Kennedy and Maven, subject to certain limitations. Maven VCT 1 also agreed to indemnify Howard Kennedy in respect of its role as sponsor. The warranties and indemnity were in the usual form for a contract of this type. The agreement provided for termination by Howard Kennedy if any statement in the Prospectus was untrue, any material omission from the Prospectus arose or if there was any breach of warranty.
  • (j) An offer agreement dated 27 September 2024 between Maven VCT 1, the Maven VCT 1 Directors, Howard Kennedy and Maven, pursuant to which Howard Kennedy agreed to act as sponsor to the 2024 Maven VCT 1 Offer and Maven undertook, as agent of Maven VCT 1, to use its reasonable endeavours to procure subscribers under that offer. Neither Howard Kennedy nor Maven were obliged to subscribe for New Shares under the 2024 Maven VCT 1 Offer. Under the agreement Maven VCT 1 agreed to pay Maven an Offer Administration Fee in respect of the 2024 Maven VCT 1 Offer of 2.5% of the Application Amounts in respect of applications accepted under that offer. Maven agreed to meet the costs of the 2024 Maven VCT 1 Offer, excluding any initial commissions and any annual execution-only intermediary trail commissions (the payment of the latter being the responsibility of Maven VCT 1) and also agreed to indemnify Maven VCT 1 against any costs of the 2024 Maven VCT 1 Offer (excluding such commissions) in excess of 2.5% of the aggregate of all Application Amounts in relation to all New Shares subscribed for pursuant to the 2024 Maven VCT 1 Offer. Under the agreement, which could be terminated by Howard Kennedy and Maven in certain circumstances, certain warranties have been given by Maven VCT 1 and the Maven VCT 1 Directors to Howard Kennedy and Maven, subject to certain limitations. Maven VCT 1 also agreed to indemnify Howard Kennedy in respect of its role as sponsor. The warranties and indemnity are in the usual form for a contract of this type. The agreement provided for termination by Howard Kennedy if any statement in the Prospectus was untrue, any material omission from the Prospectus arises or if there is any breach of warranty.
  • (k) An offer agreement dated 2 October 2025 between Maven VCT 1, the Maven VCT 1 Directors, Howard Kennedy and Maven, pursuant to which Howard Kennedy has agreed to act as sponsor to the Maven VCT 1 Offer and Maven has undertaken, as agent of Maven VCT 1, to use its reasonable endeavours to procure subscribers under that offer. Neither Howard Kennedy nor Maven are obliged to subscribe for New Shares under the Maven VCT 1 Offer. Under the agreement Maven VCT 1 have agreed to pay Maven an Offer Administration Fee in respect of the Maven VCT 1 Offer of 2.5% of the Application Amounts in respect of applications accepted under that offer. Maven have agreed to meet the costs of the Maven VCT 1 Offer, excluding any initial commissions and any annual execution-only intermediary trail commissions (the payment of the latter will be the responsibility of Maven VCT 1) and have also agreed to indemnify Maven VCT 1 against any costs of the Maven VCT 1 Offer (excluding such commissions) in excess of 2.5% of the aggregate of all Application Amounts in relation to all New Shares subscribed for pursuant to the Maven VCT 1 Offer. Under the agreement, which may be terminated by Howard Kennedy and Maven in certain circumstances, certain warranties have been given by Maven VCT 1 and the Maven VCT 1 Directors to Howard Kennedy and Maven, subject to certain limitations. Maven VCT 1 also agreed to indemnify Howard Kennedy in respect of its role as sponsor. The warranties and indemnity are in the usual form for a contract of this type. The agreement provides for termination by Howard Kennedy if any statement in the Prospectus was untrue, any material omission from the Prospectus arises or if there is any breach of warranty.

5. Dividend policy

The Maven VCT 1 Board has a policy of distributing tax-free dividends to Qualifying Shareholders.

Decisions on distributions take into consideration a number of factors, including the realisation of capital gains, the adequacy of distributable reserves, the availability of surplus revenue and the VCT qualifying level, all of which are kept under close and regular review.

The Maven VCT 1 Board and the Manager recognise the importance of tax-free distributions to Shareholders and, subject to the considerations outlined above, will target an annual dividend of 6% of the NAV per Share at the immediately preceding year end. It should be noted that the effect of paying a dividend is to reduce the NAV of Maven VCT 1 by the total cost of the distribution.

As the portfolio continues to expand and a greater proportion of holdings are invested in companies with high growth potential, the timing of distributions will be more closely linked to realisation activity, whilst also reflecting Maven VCT 1's requirement to maintain its VCT qualifying level. If larger distributions are required as a consequence of significant exits, this will result in a corresponding reduction in NAV per share. However, the Maven VCT 1 Board considers this to be a tax efficient means of returning value to Shareholders, whilst ensuring ongoing compliance with the requirements of the VCT legislation.

6. Miscellaneous

  • (a) The maximum expenses payable by Maven VCT 1 to the Manager in connection with the Maven VCT 1 Offer (including VAT where applicable) will be an amount equal to 2.5% of the Application Amounts in respect of applications accepted under the Maven VCT 1 Offer. The total expenses will, therefore, be a maximum of £312,500 (assuming the Maven VCT 1 Offer achieving the maximum subscription (including full utilisation of the over-allotment facility available to Maven VCT 1), no Applications being eligible for Early Investment Incentive discounts; and no initial adviser charges or commissions being paid in connection with Applications). This represents 0.48% of Maven VCT 1's net assets as shown in its audited financial statements for the year ended 28 February 2025. The maximum net proceeds will, on the same basis, amount to £12,187,500. The issue premium on a New Share issued pursuant to the Maven VCT 1 Offer will be the difference between the issue price of that share and the nominal value thereof of 10p.
  • (b) Except as disclosed at paragraph 3(a) above, Maven VCT 1 does not have any major shareholders. No Shareholders of Maven VCT 1 have different voting rights. To the best of the knowledge and belief of the Maven VCT 1 Directors, Maven VCT 1 is not directly controlled by any other party and, as at 30 September 2025 (being the latest practicable date prior to the publication of this document) there are no arrangements in place that may, at a subsequent date, result in a change of control of Maven VCT 1.
  • (c) There have been no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which Maven VCT 1 is aware), during the previous 12 months that may have, or have had in the recent past significant effects on Maven VCT 1's financial position or profitability.
  • (d) The typical investor of Maven VCT 1 is a UK taxpayer aged 18 or over, who has an investment horizon of five or more years, are able to bear 100% capital loss, and have a medium to high risk tolerance.
  • (e) Shareholders will be informed by means of the interim and/or annual report or through a public announcement if the investment restrictions which apply to Maven VCT 1 as a VCT (as detailed in this document) are breached.
  • (f) Save for the offer agreement (as detailed at paragraph 4(k) above), and the fees paid to the Maven VCT 1 Directors (as detailed in paragraph 3(e) above), the fees paid to Maven in respect of its management and administration arrangements (as detailed in paragraphs 4(a), 4(d) and 4(e), 4(f) and 4(g) above), there were no related party transactions or fees paid by Maven VCT 1 to a related party during the period from 1 March 2025 (being the first day of the current accounting period) to the date of this document.
  • (g) Applications will be made for the admission of the New Shares to be issued under the Maven VCT 1 Offer to the Official List and to trading on the Main Market for listed securities of the London Stock Exchange. The New Shares shall be in registered form and may be in either certificated or uncertificated form. New Shares in uncertificated form will be credited to CREST accounts.
  • (h) There have been no significant factors, whether governmental, economic, fiscal, monetary or political, including unusual or infrequent events or new developments nor any known trends, uncertainties, demands, commitments or events that are reasonably likely to have an effect on Maven VCT 1's prospects or which have materially affected Maven VCT 1's income from operations since 28 February 2025 (being the end of the last financial period of Maven VCT 1 for which financial information has been published), so far as Maven VCT 1 and the Maven VCT 1 Directors are aware.
  • (i) Maven VCT 1 is subject to the investment restrictions relating to a venture capital trust in the Tax Act (a summary of which is set out in paragraph 5 of Section E of this Part 5 of this document). In addition, for so long as the Maven VCT 1 Shares are admitted to the Official List, Maven VCT 1 is required to abide by applicable Listing Rules including the following:
      1. Maven VCT 1 will at all times invest and manage its assets in a way which is consistent with its objective of spreading investment risk and in accordance with its published investment policy;
      1. Maven VCT 1 will not conduct any trading activity which is significant in the context of Maven VCT 1 (or, if applicable, its group as a whole); and
      1. not more than 10% in aggregate of the value of the total assets of Maven VCT 1 at the time the investment is made will be invested in other closed-ended investment funds that are listed on the Official List unless those investment funds have stated investment policies to invest no more than 15% of their total assets in other investment companies that are listed on the Official List.
  • (j) Pursuant and subject to the Uncertificated Securities Regulations, the Maven VCT 1 Board may permit title to shares of any class to be evidenced otherwise than by a certificate and title to shares of such a class to be transferred by means of a relevant system and may make arrangements for a class of shares (if all shares of that class are in all respects identical) to become a participating class.
  • (k) Subject to the provisions of and to the fullest extent permitted by the Articles, every Maven VCT 1 Director, secretary or other officer of Maven VCT 1 shall be entitled to be indemnified by Maven VCT 1 against all costs, charges, losses, expenses and liabilities incurred by him in the execution and/or discharge of his duties and/or the exercise of his powers and/or otherwise in relation to or in connection with his duties, powers or office.

SECTION B: MAVEN VCT 3 – GENERAL INFORMATION

1. Incorporation and administration

  • (a) Maven VCT 3 was incorporated and registered in England and Wales on 7 September 2001 with limited liability as a public limited company under CA 1985 with the name Aberdeen Growth Opportunities VCT plc with registered number 04283350 (LEI: 213800WT2ILF5PBCB432). Maven VCT 3 adopted its present name on 9 December 2009.
  • (b) Maven VCT 3 was issued with a certificate under section 117 of CA 1985 by the Registrar of Companies on 14 September 2001.
  • (c) Maven VCT 3 is domiciled in England and its registered office is at 6th Floor, Saddlers House, 44 Gutter Lane, London, EC2V 6BR. Its principal place of business is at Kintyre House, 205 West George Street, Glasgow, G2 2LW, and its telephone number is 0141 306 7400. The webpage of Maven VCT 3 is: mavencp.com/migvct3. Without limitation, neither the contents of Maven VCT 3's or the Manager's website (or any other website referred to in this document) nor the content of any website accessible from hyperlinks on Maven VCT 3's webpage or the Manager's website (or any other website referred to in this document) is incorporated into, or forms part of this document.
  • (d) Maven VCT 3 does not have (and has not had since incorporation) any subsidiaries or any employees and it neither owns nor

occupies any premises.

  • (e) Maven VCT 3 has been granted approval as a VCT under section 274 of the Tax Act and the Maven VCT 3 Directors have managed and intend to manage the affairs of Maven VCT 3 in such a manner so as to comply with section 274 of the Tax Act.
  • (f) Maven VCT 3 is a small, registered, internally managed alternative investment fund under the UK AIFMD Laws. Maven VCT 3 is required to manage its affairs to obtain and maintain approval as a VCT under the provisions of section 274 of the Tax Act. Maven VCT 3 operates under CA 2006 and the regulations made thereunder. Maven VCT 3, as a company whose shares are admitted to the Official List, is subject to the Listing Rules and the Disclosure Guidance and Transparency Rules.
  • (g) The ISIN and SEDOL numbers for the Maven VCT 3 Shares are GB0031153769 and 3115376 respectively.

2. Share capital

  • (a) As at 30 September 2025 (being the latest practicable date prior to the publication of this document), the issued fully paid share capital of Maven VCT 3 comprised 138,234,846 Shares.
  • (b) The following authorities were granted at the Maven VCT 3 AGM by the passing of ordinary and special resolutions:
      1. That, the Maven VCT 3 Directors were generally and unconditionally authorised under section 551 of CA 2006 to exercise all the powers of Maven VCT 3 to allot shares in Maven VCT 3, or to grant rights to subscribe for or convert any security into shares in Maven VCT 3 up to an aggregate nominal amount of £1,288,995 (representing 10% of the total Ordinary Share capital of Maven VCT 3 in issue on 14 March 2025 and equivalent to 12,889,950 Ordinary Shares) provided that this authority shall expire at the conclusion of the next annual general meeting of Maven VCT 3 or, if earlier, on the expiry of 15 months from the passing of the resolution, and so that Maven VCT 3 may before such expiry, make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Maven VCT 3 Directors may allot relevant securities in pursuance of such offer or agreement as if the authority conferred had not expired;
      1. That, the Maven VCT 3 Directors were empowered under section 571 of CA 2006 to allot equity securities (as defined in section 560 of CA 2006) under the authority referred to in paragraph 2(b)1 above for cash as if section 561(1) of CA 2006 did not apply to the allotment, provided that this power shall:
      2. (a) be limited to the allotment of equity securities in connection with an offer of such securities by way of a rights issue only to Maven VCT 3 Shareholders in proportion (as nearly as practicable) to their respective holdings of such shares but subject to such exclusions or other arrangements as the Maven VCT 3 Directors may deem necessary or expedient in relation to fractional entitlements or any legal or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange; and
      3. (b) be limited to the allotment (other than under sub-paragraph 2(b)2(a) above) of equity securities up to an aggregate nominal amount not exceeding £1,288,995 (representing 10% of the total Ordinary Share capital of Maven VCT 3 in issue on 14 March 2025 and equivalent to 12,889,950 Ordinary Shares) and shall expire at the conclusion of the next annual general meeting of Maven VCT 3 or, if earlier, on the expiry of 15 months after the passing of this resolution, and so that Maven VCT 3 may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Maven VCT 3 Directors may allot equity securities in pursuance of such offer or agreement as if the power conferred had not expired;
      1. That, Maven VCT 3 was generally and, subject as hereafter appears, unconditionally authorised in accordance with section 701 of CA 2006 to make market purchases (within the meaning of section 693(4) of CA 2006) of fully paid Maven VCT 3 Shares, provided always that:
      2. (a) the maximum number of such shares authorised to be purchased is 12,889,956 Ordinary Shares, representing approximately 10% of Maven VCT 3's issued Ordinary Share capital as at 14 March 2025;
      3. (b) the minimum price, exclusive of expenses, that may be paid for such a share shall be 10p per share;
      4. (c) the maximum price, exclusive of expenses, that may be paid for such a share shall be not more than an amount equal to the higher of:
        • (i) an amount equal to 105% of the average of the closing middle market price for the shares as derived from the London Stock Exchange's Daily Official List for the five business days immediately preceding the date on which the shares are purchased; and
        • (ii) the price stipulated by Article 5(1) of Commission Regulation (EC) No. 273/2003 (the Buy-back and Stabilisation Regulation); and
      5. (d) unless previously renewed, varied or revoked, the authority conferred above shall expire at the conclusion of the next annual general meeting of Maven VCT 3 or, if earlier, on the expiry of 15 months from the passing of the resolution, save that Maven VCT 3 may before such expiry enter into a contract to purchase shares which

will or may be completed wholly or partly after such expiry; and

    1. That, a general meeting other than an annual general meeting may be called on not less than 14 days' clear notice.
  • (c) At the general meeting of Maven VCT 3 to be held on 13 November 2025, the following ordinary and special resolutions will be proposed:
      1. That, in addition to existing authorities, the Maven VCT 3 Directors be and hereby are generally and unconditionally authorised pursuant to section 551 of CA 2006 to exercise all the powers of Maven VCT 3 to allot and issue Shares in the capital of Maven VCT 3 and to grant rights to subscribe for, or to convert any security into, shares in the capital of Maven VCT 3 (Rights) up to an aggregate nominal amount of £2,960,000 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 Maven VCT 3 in a general meeting), but so that this authority shall allow Maven VCT 3 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 Maven VCT 3 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; and
      1. That, subject to the passing of the resolution referred to in paragraph 2(c)1 above, and in addition to existing authorities, the Maven VCT 3 Directors be and hereby are empowered in accordance with sections 570 and 573 of 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 CA 2006) for cash pursuant to the authority given pursuant to the resolution referred to in paragraph 2(c)1 above, as if section 561(1) of 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 £2,960,000 and provided further that the proceeds may be used, in whole or in part, to purchase Maven VCT 3 Shares in the market and provided further that the authority conferred by this resolution shall expire on the date falling on 18 months from the passing of this resolution (unless renewed, varied or revoked by Maven VCT 3 in a general meeting), but so that this authority shall allow Maven VCT 3 to make before the expiry of this authority offers or agreements which would or might require shares to be allotted or Rights (as defined in the resolution referred to in paragraph 2(c)1 above) to be granted after such expiry and the Maven VCT 3 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.
        1. That, subject to the sanction of the High Court of Justice, the amount of £37,800,000 standing to the credit of the share premium account of Maven VCT 3, at the date an order is made confirming such cancellation by the Court, be and hereby is cancelled, and the amount by which the share capital is so reduced be credited to a reserve of Maven VCT 3.
        1. That, subject to the sanction of the High Court of Justice, the amount standing to the credit of the capital redemption reserve of Maven VCT 3, at the date an order is made confirming such cancellation by the Court, be and hereby is cancelled, and the amount by which the share capital is so reduced be credited to a reserve of the Maven VCT 3.
  • (d) Assuming 26,612,903 New Shares are allotted by Maven VCT 3 (this being the maximum number of New Shares that may be allotted pursuant to the Maven VCT 3 Offer on the assumption that the maximum amount available under the Maven VCT 3 Offer is raised; all investors are eligible for the maximum amount of Early Investment Incentive; no initial execution-only commission or adviser charges are paid in connection with Applications and assuming that the applicable NAV per Share used in the allotment formula for the Maven VCT 3 Offer is 46.50p), the issued share capital of Maven VCT 3 following completion of the Maven VCT 3 Offer will be 164,847,749 Maven VCT 3 Shares (none of which are expected to be held in treasury).

3. Directors' and other interests

(a) As at 30 September 2025 (being the latest practicable date prior to publication of this document), save as set out below, Maven VCT 3 was not aware of any person who directly or indirectly, has an interest in Maven VCT 3's share capital or voting rights that is notifiable under UK law:

Maven VCT 3 Shareholder No. of Maven VCT 3 Shares % of issued Maven VCT 3's share capital
Hargreaves Lansdown
(Nominees) Limited –
HLNOM Account
6,707,388 4.85%

(b) As at 30 September 2025 (being the latest practicable date before the publication of this document) the shareholdings of the Maven VCT 3 Directors were as follows:

Maven VCT 3 Director No. of Maven VCT 3 Shares % of issued Maven VCT 3's share capital
Keith Pickering 242,386 0.18%
David Allan 65,023 0.05%
Bill Nixon 1,416,989 1.03%
David Priseman 39,445 0.03%
  • (c) Maven VCT 3 Directors may act as directors of companies in which Maven VCT 3 invests and receive and retain fees in that capacity.
  • (d) None of the Maven VCT 3 Directors has a service contract with Maven VCT 3, and no such contract is proposed. However, each of the independent Maven VCT 3 Directors has entered into a letter of appointment for the provision of their services as directors. In the case of Bill Nixon, he is engaged as a non-executive director of Maven VCT 3, with the fees relating to his engagement being paid by Maven VCT 3 to the Manager. The fees currently payable for such services are disclosed below. The agreements are terminable by either party giving notice to the other (the length of such notice varying from no notice being required to three months' notice), subject to retirement by rotation and earlier cessation for any reason under the Maven VCT 3 Articles. There are no commission or profit sharing arrangements and no compensation is payable on termination of the agreements.

Keith Pickering, as chairman of Maven VCT 3, is entitled to annual remuneration of £23,000, while the annual remuneration receivable by David Allan is £19,300 and by David Priseman is £19,300. In relation to Bill Nixon, the annual remuneration receivable is £19,300 (and since that fee is payable to the Manager it is subject to VAT).

  • (e) The directors' fees payable to the Maven VCT 3 Directors for the financial year ending 30 November 2025 will be: Keith Pickering £23,000 (2024: £20,939), David Allan £19,300 (2024: £18,800), Bill Nixon £19,300 (2024: £18,800) and David Priseman £19,300 (2024: 15,658), with the fees relating to Bill Nixon's engagement being paid by Maven VCT 3 to the Manager and being subject to VAT. The Maven VCT 3 Directors receive no other remuneration benefits, nor pension, retirement or similar benefits, in addition to their fees detailed above. It is estimated that the aggregate amount payable to the Maven VCT 3 Directors by Maven VCT 3 for the financial year ending on 30 November 2025 under the arrangements in force at the date of this document will not exceed £80,900 (2024: £83,690) (exclusive of VAT and any employers' national insurance, if applicable) plus out-of-pocket expenses.
  • (f) No loan or guarantee has been granted or provided by Maven VCT 3 to or for the benefit of any of the Maven VCT 3 Directors.
  • (g) None of the Maven VCT 3 Directors nor any member of their respective immediate families has, or has had, an interest in any transaction or transactions which are or were unusual in their nature or conditions or significant to the business of Maven VCT 3 and which were effected by Maven VCT 3 during the current or immediately preceding financial year or during an earlier financial year and remaining in any respect outstanding or unperformed, except for:
      1. Bill Nixon who is a member of the Manager, which is a party to the agreements referred to in paragraphs 4(a), 4(b), 4(d), 4(e), 4(f), 4(g), 4(h), 4(i) and 4(j) below (and is himself a party to the agreements referred to in paragraphs 4(c), 4(g), 4(h), 4(i) and 4(j)), and consequently is interested in these agreements; and
      1. Keith Pickering, David Priseman and David Allan, each of whom is a party to the agreements referred to in paragraphs 4(c), 4(g), 4(h), 4(i) and 4(j) below and consequently are interested in the relevant agreements.
  • (h) Maven VCT 3 has taken out directors' and officers' liability insurance for the benefit of the Maven VCT 3 Directors, which is renewable on an annual basis.

4. Material contracts

Save as disclosed in this paragraph, Maven VCT 3 has not entered, other than in the ordinary course of business, into any contract which is, or may be material to, Maven VCT 3 within the two years immediately preceding the publication of this document or into any contract that contains any provision under which Maven VCT 3 has any obligation or entitlement which is material to Maven VCT 3 as at the date of this document:

(a) An investment management and administration deed dated 1 December 2015 between Maven VCT 3 and the Manager (as amended by a deed of amendment and restatement dated 22 September 2017 as referred to in paragraph 4(d) below, as amended by a deed of amendment and restatement dated 20 September 2021 as referred to in paragraph 4(e) below and as amended by a deed of amendment and restatement dated 27 September 2024 as referred to in paragraph 4(f) below), sets out the following terms:

  • (i) the Manager is paid an investment management fee of 2.5% per annum of the net asset value of Maven VCT 3 at the previous quarter end, payable quarterly in arrears, and is also entitled to an annual fee for the provision of company secretarial, accounting and other management and administrative services (which amounted to £129,000, for the year ended 30 November 2024). This fee is subject to annual adjustment by reference to increases in the UK Retail Price Index, is payable quarterly in arrears and is exclusive of VAT (if any);
  • (ii) the Manager is also entitled to a performance incentive fee, for each six month period ending 31 May and 30 November, of an amount equal to 15% of any increase in the total return (before applying any performance incentive fee) as at the end of the relevant six month period to the total return (after accruing for the performance incentive fee payable for that period) compared to the end of the last six month period on which a performance incentive fee was paid. Total return for these purposes means net asset value, adjusted for dividends, share buy-backs and share issues since the period in respect of which the last performance incentive fee was paid. The performance incentive fee will be exclusive of VAT (if any);
  • (iii) the Manager will also be paid an Offer Administration Fee in respect of the Maven VCT 3 Offer of 2.5% of the Application Amounts in respect of applications accepted under that Offer. In exchange for this fee Maven has agreed to meet the costs of the Maven VCT 3 Offer, excluding any initial commissions and any annual execution-only trail commissions (the payment of the latter will be the responsibility of Maven VCT 3) and has also agreed to indemnify Maven VCT 3 against any costs of the Maven VCT 3 Offer (excluding such commissions) in excess of 2.5% of the aggregate Application Amounts in relation to all New Shares subscribed for pursuant to the Maven VCT 3 Offer; and
  • (iv) the total expenses to be paid to Maven under the investment management agreement with Maven VCT 3 was capped at 3.8% per annum of the net asset value at the end of the relevant financial period, calculated before deduction of management and administration expenses or any regulatory and exceptional items such as merger costs or performance incentive fees in respect of that financial year; but, following a deed of variation entered into on 27 September 2024 in respect of its investment management agreement, Maven VCT 3 has agreed to reduce the cap on the total expenses to be paid to Maven of 3.5% of the average net asset value for the relevant financial period, adjusted annually excluding performance fees, regulatory and exceptional costs; and
  • (v) the management and administration deed may be terminated by either party giving twelve months' prior notice in writing at any time and may also be terminated in circumstances of breach and certain other matters. In accordance with the terms of the investment management and administration deed the Manager will pursue an active investment strategy.
  • (b) A co-investment agreement dated 19 June 2006 between Maven VCT 3 and Aberdeen Asset Managers Limited (which was subsequently novated to Maven and amended with effect from 1 December 2012) in respect of a co-investment scheme with Maven, which enabled employees and officers of Maven to participate in new and follow-on investments in portfolio companies alongside Maven VCT 3. All such investments were made through a nominee and under terms agreed by the Maven VCT 3 Board. The terms of the scheme ensured that all investments in ordinary shares were made at the same time and on identical terms to those of Maven VCT 3 and that no selection of investments was allowed. Total investment by participants in the coinvestment scheme was originally set at 5% of the aggregate amount of ordinary shares subscribed for by Maven VCT 3 and the co-investment scheme, except where the only securities to be acquired by Maven VCT 3 were ordinary shares or AIM quoted securities, in which case the investment percentage would be 1.5%. Where Maven VCT 3 partially divests from AIM holdings, the co-investment scheme is permitted to realise the 1.5% allocation in full. In some circumstances, the coinvestment scheme may also sell AIM holdings that Maven VCT 3 may retain in order to comply with VCT qualifying criteria. The original 5% total investment limit was increased to 8% with effect from 1 December 2012 (with ordinary shares that only have an entitlement to a fixed rate return also being excluded from determining the level of co-investment). Notwithstanding the above, co-investment would only be offered alongside the relevant investment if that co-investment would not result in the aggregate of all co-investments made in the relevant calendar year of the scheme exceeding 5% of Maven VCT 3's net assets. Further to the deed of amendment and restatement dated 22 September 2017 as referred to in paragraph 4(d) below, Maven and Maven VCT 3 agreed to vary that the terms of the co-investment agreement with the effect that the 8% total investment limit would be reduced back down to 5% with effect from 1 December 2017, with the change being made to take into account the introduction of the new performance incentive fee arrangement with Maven. Due to significantly increased administration costs, the co-investment scheme was suspended with effect from 11 October 2018 pending a review by Maven. It was agreed to re-introduce the co-investment scheme with effect from 5 March 2021 with the same terms as were in place previously.
  • (c) The letters of appointment between Maven VCT 3 and each of the Maven VCT 3 Directors referred to in paragraph 3(d) above.
  • (d) A deed of amendment and restatement dated 22 September 2017, pursuant to which Maven VCT 3 and Maven agreed that the management and administration deed referred to in paragraph 4(a) above be varied so that with effect from 1 December 2017 Maven would be entitled to a performance incentive fee for each six month period ending 31 May and 30 November of an amount equal to 15% of any increase in the total return (before applying any performance incentive fee) as at the end of the relevant six month period to the total return (after accruing for the performance incentive fee payable for that period) compared to the end of the last six month period on which a performance incentive fee was paid, provided that payments in relation to any performance incentive fee would not exceed £890,000 in relation to any rolling twelve month period ending on the date of the proposed payment. Total return for these purposes means net asset value, adjusted for dividends, share buybacks and share issues since the period in which the last performance incentive fee was paid. The performance incentive fee is exclusive of VAT (if any). In the deed of amendment and restatement, Maven and Maven VCT 3 also agreed to vary that the terms of the

co-investment agreement (see paragraph 4(b) above) with the effect that the 8% total investment limit was reduced to 5% with effect from 1 December 2017.

  • (e) A deed of variation of the management and administration deed (being the management and administration deed referred to in paragraph 4(a) above) dated 20 September 2021 between Maven VCT 3 and Maven pursuant to which those parties agreed that, subject to shareholder approval at the Maven VCT 3 General Meeting, with effect from 1 December 2021, to amend the terms of that management and administration deed to remove the cap (of £890,000 in any rolling twelve month period) on the payment of performance incentive fees under that deed.
  • (f) A deed of variation of the management and administration deed (being the management and administration deed referred to in paragraph 4(a) above) dated 27 September 2024 between Maven VCT 3 and Maven pursuant to which those parties agreed cap on total expenses of 3.5% of the average net asset value for the relevant financial period, adjusted annually and excluding performance fees, regulatory and exceptional costs.
  • (g) An offer agreement dated 7 October 2022 between Maven VCT 3, the Maven VCT 3 Directors, Howard Kennedy and Maven, pursuant to which Howard Kennedy agreed to act as sponsor to the 2022 Maven VCT 3 Offer and Maven undertook, as agent of Maven VCT 3, to use its reasonable endeavours to procure subscribers under that offer. Neither Howard Kennedy nor Maven were obliged to subscribe for New Shares under the 2022 Maven VCT 3 Offer. Under the agreement Maven VCT 3 agreed to pay Maven an Offer Administration Fee in respect of the 2022 Maven VCT 3 Offer of 2.5% of the Application Amounts in respect of applications accepted under that offer. Maven agreed to meet the costs of the 2022 Maven VCT 3 Offer, excluding any initial commissions and any annual execution-only intermediary trail commissions (the payment of the latter will be the responsibility of Maven VCT 3) and also agreed to indemnify Maven VCT 3 against any costs of the 2022 Maven VCT 3 Offer (excluding such commissions) in excess of 2.5% of the aggregate of all Application Amounts in relation to all New Shares subscribed for pursuant to the 2022 Maven VCT 3 Offer. Under the agreement, which may be terminated by Howard Kennedy and Maven in certain circumstances, certain warranties were given by Maven VCT 3 and the Maven VCT 3 Directors to Howard Kennedy and Maven, subject to certain limitations. Maven VCT 3 also agreed to indemnify Howard Kennedy in respect of its role as sponsor. The warranties and indemnity were in the usual form for a contract of this type. The agreement provided for termination by Howard Kennedy if any statement in the Prospectus was untrue, any material omission from the Prospectus arose or if there was any breach of warranty.
  • (h) An offer agreement dated 13 October 2023 between Maven VCT 3, the Maven VCT 3 Directors, Howard Kennedy and Maven, pursuant to which Howard Kennedy agreed to act as sponsor to the 2023 Maven VCT 3 Offer and Maven undertook, as agent of Maven VCT 3, to use its reasonable endeavours to procure subscribers under that offer. Neither Howard Kennedy nor Maven were obliged to subscribe for New Shares under the 2023 Maven VCT 3 Offer. Under the agreement Maven VCT 3 agreed to pay Maven an Offer Administration Fee in respect of the 2023 Maven VCT 3 Offer of 2.5% of the Application Amounts in respect of applications accepted under that offer. Maven agreed to meet the costs of the 2023 Maven VCT 3 Offer, excluding any initial commissions and any annual execution-only intermediary trail commissions (the payment of the latter will be the responsibility of Maven VCT 3) and have also agreed to indemnify Maven VCT 3 against any costs of the 2023 Maven VCT 3 Offer (excluding such commissions) in excess of 2.5% of the aggregate of all Application Amounts in relation to all New Shares subscribed for pursuant to the 2023 Maven VCT 3 Offer. Under the agreement, which may be terminated by Howard Kennedy and Maven in certain circumstances, certain warranties were given by Maven VCT 3 and the Maven VCT 3 Directors to Howard Kennedy and Maven, subject to certain limitations. Maven VCT 3 also agreed to indemnify Howard Kennedy in respect of its role as sponsor. The warranties and indemnity were in the usual form for a contract of this type. The agreement provided for termination by Howard Kennedy if any statement in the Prospectus was untrue, any material omission from the Prospectus arose or if there was any breach of warranty.
  • (i) An offer agreement dated 27 September 2024 between Maven VCT 3, the Maven VCT 3 Directors, Howard Kennedy and Maven, pursuant to which Howard Kennedy agreed to act as sponsor to the 2024 Maven VCT 3 Offer and Maven undertook, as agent of Maven VCT 3, to use its reasonable endeavours to procure subscribers under that offer. Neither Howard Kennedy nor Maven were obliged to subscribe for New Shares under the 2024 Maven VCT 3 Offer. Under the agreement Maven VCT 3 agreed to pay Maven an Offer Administration Fee in respect of the 2024 Maven VCT 3 Offer of 2.5% of the Application Amounts in respect of applications accepted under that offer. Maven agreed to meet the costs of the 2024 Maven VCT 3 Offer, excluding any initial commissions and any annual execution-only intermediary trail commissions (the payment of the latter being the responsibility of Maven VCT 3) and also agreed to indemnify Maven VCT 3 against any costs of the 2024 Maven VCT 3 Offer (excluding such commissions) in excess of 2.5% of the aggregate of all Application Amounts in relation to all New Shares subscribed for pursuant to the 2024 Maven VCT 3 Offer. Under the agreement, which could be terminated by Howard Kennedy and Maven in certain circumstances, certain warranties have been given by Maven VCT 3 and the Maven VCT 3 Directors to Howard Kennedy and Maven, subject to certain limitations. Maven VCT 3 also agreed to indemnify Howard Kennedy in respect of its role as sponsor. The warranties and indemnity are in the usual form for a contract of this type. The agreement provided for termination by Howard Kennedy if any statement in the Prospectus was untrue, any material omission from the Prospectus arises or if there is any breach of warranty.
  • (j) An offer agreement dated 2 October 2025 between Maven VCT 3, the Maven VCT 3 Directors, Howard Kennedy and Maven, pursuant to which Howard Kennedy has agreed to act as sponsor to the Maven VCT 3 Offer and Maven has undertaken, as agent of Maven VCT 3, to use its reasonable endeavours to procure subscribers under that offer. Neither Howard Kennedy nor Maven are obliged to subscribe for New Shares under the Maven VCT 3 Offer. Under the agreement Maven VCT 3 have agreed to pay Maven an Offer Administration Fee in respect of the Maven VCT 3 Offer of 2.5% of the Application Amounts in respect of applications accepted under that offer. Maven have agreed to meet the costs of the Maven VCT 3 Offer, excluding

any initial commissions and any annual execution-only intermediary trail commissions (the payment of the latter will be the responsibility of Maven VCT 3) and have also agreed to indemnify Maven VCT 3 against any costs of the Maven VCT 3 Offer (excluding such commissions) in excess of 2.5% of the aggregate of all Application Amounts in relation to all New Shares subscribed for pursuant to the Maven VCT 3 Offer. Under the agreement, which may be terminated by Howard Kennedy and Maven in certain circumstances, certain warranties have been given by Maven VCT 3 and the Maven VCT 3 Directors to Howard Kennedy and Maven, subject to certain limitations. Maven VCT 3 also agreed to indemnify Howard Kennedy in respect of its role as sponsor. The warranties and indemnity are in the usual form for a contract of this type. The agreement provides for termination by Howard Kennedy if any statement in the Prospectus was untrue, any material omission from the Prospectus arises or if there is any breach of warranty.

5. Dividend policy

The Maven VCT 3 Board has a policy of distributing tax-free dividends to Qualifying Shareholders.

Decisions on distributions take into consideration a number of factors, including the realisation of capital gains, the adequacy of distributable reserves, the availability of surplus revenue and the VCT qualifying level, all of which are kept under close and regular review.

The Maven VCT 3 Board and the Manager recognise the importance of tax-free distributions to Shareholders and, subject to the considerations outlined above, will target an annual dividend of 6% of the NAV per Share at the immediately preceding year end. It should be noted that the effect of paying a dividend is to reduce the NAV of Maven VCT 3 by the total cost of the distribution.

As the portfolio continues to expand and a greater proportion of holdings are in companies with high growth potential, the timing of distributions will be more closely linked to realisation activity, whilst also reflecting Maven VCT 3's requirement to maintain its VCT qualifying level. If larger distributions are required as a consequence of significant exits, this will result in a corresponding reduction in NAV per share. However, the Maven VCT 3 Board considers this to be a tax efficient means of returning value to Maven VCT 3 Shareholders, whilst ensuring ongoing compliance with the requirements of the VCT legislation.

6. Miscellaneous

  • (a) The maximum expenses payable by Maven VCT 3 to the Manager in connection with the Maven VCT 3 Offer (including VAT where applicable) will be an amount equal to 2.5% of the Application Amounts in respect of applications accepted under the Maven VCT 3 Offer. The total expenses will, therefore, be a maximum of £312,500 (assuming the Maven VCT 3 Offer achieving the maximum subscription (including full utilisation of the over-allotment facility available to Maven VCT 3), no Applications being eligible for Early Investment Incentive discounts; and no initial adviser charges or commissions being paid in connection with Applications). This represents 0.46% of Maven VCT 3's net assets as shown in its unaudited financial statements for the six month period ended 31 May 2025. The maximum net proceeds will, on the same basis, amount to £12,187,500. The issue premium on a New Share issued pursuant to the Maven VCT 3 Offer will be the difference between the issue price of that share and the nominal value thereof of 10p.
  • (b) Except as disclosed at paragraph 3(a) of this Section B above, Maven VCT 3 does not have any major shareholders. No Shareholders of Maven VCT 3 have different voting rights. To the best of the knowledge and belief of the Maven VCT 3 Directors, Maven VCT 3 is not directly controlled by any other party and, as at 30 September 2025 (being the latest practicable date prior to the publication of this document) there are no arrangements in place that may, at a subsequent date, result in a change of control of Maven VCT 3.
  • (c) There have been no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which Maven VCT 3 is aware), during the previous 12 months that may have, or have had in the recent past significant effects on Maven VCT 3's financial position or profitability.
  • (d) The typical investor of Maven VCT 3 is a UK taxpayer aged 18 or over, who has an investment horizon of five or more years, is able to bear 100% capital loss, and has a medium to high risk tolerance.
  • (e) Shareholders will be informed by means of the interim and/or annual report or through a public announcement if the investment restrictions which apply to Maven VCT 3 as a VCT (as detailed in this document) are breached.
  • (f) Save for the offer agreement (as detailed at paragraph 4(j) above), and the fees paid to the Maven VCT 3 Directors (as detailed in paragraph 3(e) above), the fees paid to Maven in respect of its management and administration arrangements (as detailed in paragraphs 4(a), 4(d), 4(e) and 4(f) above), there were no related party transactions or fees paid by Maven VCT 3 to a related party during the period from 01 December 2024 (being the first day of the current accounting period) to the date of this document.
  • (g) Applications will be made for the admission of the New Shares to be issued under the Maven VCT 3 Offer to the Official List and to trading on the Main Market for listed securities of the London Stock Exchange. The New Shares shall be in registered form and may be in either certificated or uncertificated form. New Shares in uncertificated form will be credited to CREST accounts.
  • (h) There have been no significant factors, whether governmental, economic, fiscal, monetary or political, including unusual or infrequent events or new developments nor any known trends, uncertainties, demands, commitments or events that are

reasonably likely to have an effect on Maven VCT 3's prospects or which have materially affected Maven VCT 3's income from operations since 31 May 2025 (being the end of the last financial period of Maven VCT 3 for which financial information has been published), so far as Maven VCT 3 and the Maven VCT 3 Directors are aware.

  • (i) Maven VCT 3 is subject to the investment restrictions relating to a venture capital trust in the Tax Act (a summary of which is set out in paragraph 5 of Section E of this Part 5 of this document). In addition, for so long as the Maven VCT 3 Shares are admitted to the Official List, Maven VCT 3 is required to abide by applicable Listing Rules including the following:
    • (i) Maven VCT 3 will at all times invest and manage its assets in a way which is consistent with its objective of spreading investment risk and in accordance with its published investment policy;
    • (ii) Maven VCT 3 will not conduct any trading activity which is significant in the context of Maven VCT 3 (or, if applicable, its group as a whole); and
    • (iii) not more than 10% in aggregate of the value of the total assets of Maven VCT 3 at the time the investment is made will be invested in other closed-ended investment funds that are listed on the Official List unless those investment funds have stated investment policies to invest no more than 15% of their total assets in other investment companies that are listed on the Official List.
  • (j) Pursuant and subject to the Uncertificated Securities Regulations, the Maven VCT 3 Board may permit title to shares of any class to be evidenced otherwise than by a certificate and title to shares of such a class to be transferred by means of a relevant system and may make arrangements for a class of shares (if all shares of that class are in all respects identical) to become a participating class.
  • (k) Subject to the provisions of and to the fullest extent permitted by the Articles, every Maven VCT 3 Director, secretary or other officer of Maven VCT 3 shall be entitled to be indemnified by Maven VCT 3 against all costs, charges, losses, expenses and liabilities incurred by him in the execution and/or discharge of his duties and/or the exercise of his powers and/or otherwise in relation to or in connection with his duties, powers or office.

SECTION C: MAVEN VCT 4 – GENERAL INFORMATION

1. Incorporation and administration

  • (a) Maven VCT 4 was incorporated and registered in Scotland on 26 August 2004 as a public company with limited liability under CA 1985 with the name Aberdeen Growth Opportunities VCT 2 PLC with registered number SC272568 (LEI: 213800WSH2TNL9NG5106). Maven VCT 4 adopted its present name on 21 December 2009.
  • (b) Maven VCT 4 was issued with a certificate under section 117 of CA 1985 by the Registrar of Companies on 2 September 2004.
  • (c) Maven VCT 4 is domiciled in Scotland and its registered office and its principal place of business is at Kintyre House, 205 West George Street, Glasgow, G2 2LW. Its telephone number is 0141 306 7400. The webpage of Maven VCT 4 is: mavencp.com/migvct4. Without limitation, neither the contents of Maven VCT 4's webpage or the Manager's website (or any other website referred to in this document) nor the content of any website accessible from hyperlinks on Maven VCT 4's or the Manager's website (or any other website referred to in this document) is incorporated into, or forms part of this document.
  • (d) Maven VCT 4 does not have (and has not had since incorporation) any subsidiaries or any employees and it neither owns nor occupies any premises.
  • (e) Maven VCT 4 has been granted approval as a VCT under section 274 of the Tax Act and the Maven VCT 4 Directors have managed and intend to manage the affairs of Maven VCT 4 in such a manner so as to comply with section 274 of the Tax Act.
  • (f) Maven VCT 4 is a small, registered, internally managed alternative investment fund under the UK AIFMD Laws. Maven VCT 4 is required to manage its affairs to obtain and maintain approval as a VCT under the provisions of section 274 of the Tax Act. Maven VCT 4 operates under CA 2006 and the regulations made thereunder. Maven VCT 4, as a company whose shares are admitted to the Official List, is subject to the Listing Rules and the Disclosure Guidance and Transparency Rules.
  • (g) The ISIN and SEDOL numbers for the Maven VCT 4 Shares are GB00B043QW84 and B043QW8 respectively.

2. Share capital

  • (a) As at 30 September 2025 (being the latest practicable date prior to the publication of this document), the issued fully paid share capital of Maven VCT 4 comprised 154,620,516 Shares.
  • (b) The following authorities were granted at the Maven VCT 4 AGM by the passing of ordinary and special resolutions:
      1. That, the Maven VCT 4 Directors were generally and unconditionally authorised under section 551 of CA 2006 to exercise all the powers of the Company to allot ordinary shares in Maven VCT 4, or to grant rights to subscribe for or convert any security into ordinary shares in the company up to an aggregate nominal amount of £1,516,442 (representing 10% of the total Ordinary Share capital of Maven VCT 4 in issue on 1 April 2025) provided that this authority shall expire at the conclusion of the next annual general meeting of Maven VCT 4 or, if earlier, on the expiry

of 15 months after the passing of the resolution, and so that Maven VCT 4 may before such expiry, make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Maven VCT 4 Directors may allot relevant securities in pursuance of such offer or agreement as if the authority conferred had not expired;

    1. That, the Maven VCT 4 Directors were empowered under section 571 of CA 2006 to allot equity securities (as defined in section 560 of CA 2006) under the authority referred to in paragraph 2(b)1 above for cash as if section 561(1) of CA 2006 did not apply to the allotment, provided that this power shall:
    2. (a) be limited to the allotment of equity securities in connection with an offer of such securities by way of a rights to holders of Maven VCT 4 Shares in proportion (as nearly as practicable) to their respective holdings of such shares, but subject to such exclusions or other arrangements as the Maven VCT 4 Directors may deem necessary or expedient in relation to fractional entitlements or any legal or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange;
    3. (b) be limited to the allotment (other than under sub-paragraph 2(b)2(a) above) of equity securities up to an aggregate nominal amount not exceeding £1,516,442 (equivalent to 10% of the Ordinary Share capital in issue at 1 April 2025); and
    4. (c) expire at the conclusion of the next annual general meeting of Maven VCT 4 or, if earlier, on the expiry of 15 months from the passing of this resolution, and so that Maven VCT 4 may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Maven VCT 4 Directors may allot equity securities in pursuance of such offer or agreement as if the power conferred had not expired;
    1. That, Maven VCT 4 was generally and, subject as hereafter appears, unconditionally authorised in accordance with section 701 of CA 2006 to make market purchases (within the meaning of section 693(4) of CA 2006) of fully paid Maven VCT 4 Shares, provided always that:
    2. (a) the maximum number of such shares authorised to be purchased is 22,731,469 (representing 14.99% of the total Ordinary Share capital of Maven VCT 4 in issue on 1 April 2025);
    3. (b) the minimum price, exclusive of expenses, that may be paid for such a share shall be 10p per share;
    4. (c) the maximum price, exclusive of expenses, that may be paid for such a share shall be not more than an amount equal to the higher of:
      • (i) an amount equal to 105% of the average of the closing middle market price for the shares as derived from the London Stock Exchange's Daily Official List for the five business days immediately preceding the date on which the shares are purchased; and
      • (ii) the price stipulated by Article 5(1) of Commission Regulation (EC) No. 273/2003 (the Buy-back and Stabilisation Regulation); and
    5. (d) unless previously renewed, varied or revoked, the authority conferred above shall expire at the conclusion of the next annual general meeting of Maven VCT 4 or, if earlier, on the expiry of 15 months from the passing of the resolution, save that Maven VCT 4 may before such expiry enter into a contract to purchase shares which will or may be completed wholly or partly after such expiry; and
    1. That a general meeting, other than an annual general meeting, may be called on not less than 14 days' clear notice;
  • (c) At the general meeting of Maven VCT 4 to be held on 13 November 2025, the following ordinary and special resolutions will be proposed:
      1. That, in addition to existing authorities, Maven VCT 4 Directors be and hereby are generally and unconditionally authorised pursuant to section 551 of CA 2006 to exercise all the powers of Maven VCT 4 to allot and issue Shares in the capital of Maven VCT 4 and to grant rights to subscribe for, or to convert any security into, shares in the capital of Maven VCT 4 (Rights) up to an aggregate nominal amount of £2,550,000 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 Maven VCT 4 in a general meeting), but so that this authority shall allow Maven VCT 4 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 Maven VCT 4 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.
      1. That, subject to the passing of the resolution referred to in paragraph 2(c)1 above, and in addition to existing authorities, the Maven VCT 4 Directors be and hereby are empowered in accordance with sections 570 and 573 of 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 CA 2006) for cash pursuant to the authority given pursuant to the resolution referred to in paragraph 2(c)1 above, as if section 561(1) of 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 £2,550,000 and provided further that the proceeds may be used, in whole or in part, to purchase Maven VCT 4 Shares in the market and provided further that the authority conferred by this resolution shall expire on the date falling on 18 months from the passing of this resolution (unless renewed, varied or revoked by Maven VCT 4 in a general meeting), but so that this authority shall allow Maven VCT 4 to make before the expiry of this authority offers or agreements which would or might require shares to be allotted or Rights (as defined in the resolution referred to in paragraph 2(c)1 above) to be granted after such expiry and the Maven VCT 4 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.

    1. That, subject to the sanction of the High Court of Justice, the amount of £56,800,000 standing to the credit of the share premium account of Maven VCT 4, at the date an order is made confirming such cancellation by the Court, be and hereby is cancelled, and the amount by which the share capital is so reduced be credited to a reserve of Maven VCT 4.
    1. That, subject to the sanction of the High Court of Justice, the amount standing to the credit of the capital redemption reserve of Maven VCT 4, at the date an order is made confirming such cancellation by the Court, be and hereby is cancelled, and the amount by which the share capital is so reduced be credited to a reserve of the Maven VCT 4.
  • (d) Assuming 22,929,405 New Shares are allotted by Maven VCT 4 (this being the maximum number of New Shares that may be allotted pursuant to the Maven VCT 4 Offer on the assumption that the maximum amount available under the Maven VCT 4 Offer is raised; all investors are eligible for the maximum amount of Early Investment Incentive; no initial execution-only commission or adviser charges are paid in connection with Applications and assuming that the applicable NAV per Share used in the allotment formula for the Maven VCT 4 Offer is 53.97p), the issued share capital of Maven VCT 4 following completion of the Maven VCT 4 Offer will be 177,549,921 Maven VCT 4 Shares (none of which are expected to be held in treasury).

3. Directors' and other interests

(a) As at 30 September 2025 (being the latest practicable date prior to publication of this document), save as set out below, Maven VCT 4 was not aware of any person who directly or indirectly, has an interest in the Maven VCT 4's share capital or voting rights which is notifiable under UK law:

Maven VCT 4 Shareholder No. of Maven VCT 4 Shares % of issued Maven VCT 4's share capital
Hargreaves Lansdown
(Nominees) Limited –
HLNOM account
9,201,889 5.95%

(b) As at 30 September 2025 (being the latest practicable date before the publication of this document) the shareholdings of the Maven VCT 4 Directors were as follows:

Maven VCT 4 Director No. of Maven VCT 4
Shares
% of issued Maven VCT 4's share capital
Fraser Gray 175,078 0.11%
Daniel Bittner - -
Brian Colquhoun 28,818 0.02%
Bill Nixon 1,652,806 1.07%
  • (c) Maven VCT 4 Directors may act as directors of companies in which Maven VCT 4 invests and receive and retain fees in that capacity.
  • (d) None of the Maven VCT 4 Directors has a service contract with Maven VCT 4, and no such contract is proposed. However, each of the independent Maven VCT 4 Directors has entered into a letter of appointment for the provision of their services as directors. In the case of Bill Nixon, he is engaged as a non-executive director of Maven VCT 4, with the fees relating to his engagement being paid by Maven VCT 4 to the Manager. The fees currently payable for such services are disclosed below. The agreements are terminable by either party giving notice to the other (the length of such notice varying from no notice being required to three months' notice), subject to retirement by rotation and earlier cessation for any reason under the Maven VCT 4 Articles. There are no commission or profit-sharing arrangements and no compensation is payable on termination of the agreements.

Fraser Gray, as chairman of Maven VCT 4, is entitled to annual remuneration of £24,350, while the annual remuneration

receivable by Daniel Bittner and Brian Colquhoun is £21,000 each. In relation to Bill Nixon, the annual remuneration receivable is £21,000 (and, since that fee is payable to the Manager, it is subject to VAT).

  • (e) The directors' fees payable to the Maven VCT 4 Directors for the financial year ending 31 December 2025 will, therefore, be: Fraser Gray £24,350 (2024: £22,950), Brian Colquhoun £21,000 (2024: £19,800), Bill Nixon £21,000 (2024: £19,800), Daniel Bittner (in respect of his time as a director after his appointment to the Maven VCT 4 Board on 1 April 2025) £15,822 (2024: £nil) and Steven Scott (in respect of his time as a director prior to his retirement from the Maven VCT 4 Board at the Maven VCT 4 2025 AGM) £7,364 (2024: £19,800), with the fees relating to Bill Nixon's engagement being paid by Maven VCT 4 to the Manager and subject to VAT. The Maven VCT 4 Directors receive no other remuneration benefits, nor pension, retirement or similar benefits, in addition to their fees detailed above. It is estimated that the aggregate amount payable to the Maven VCT 4 Directors by Maven VCT 4 for the financial year ending on 31 December 2025 under the arrangements in force at the date of this document will not exceed £89,536 (2024: £82,350) (exclusive of VAT and any employers' national insurance, if applicable) plus out-of-pocket expenses.
  • (f) No loan or guarantee has been granted or provided by Maven VCT 4 to or for the benefit of any of the Maven VCT 4 Directors.
  • (g) None of the Maven VCT 4 Directors nor any member of their respective immediate families has, or has had, an interest in any transaction or transactions which are or were unusual in their nature or conditions or significant to the business of Maven VCT 4 and which were effected by Maven VCT 4 during the current or immediately preceding financial year or during an earlier financial year and remaining in any respect outstanding or unperformed:
      1. Bill Nixon who is a member of the Manager which is a party to the agreements referred to in paragraphs 4(a), 4(b), 4(d), 4(e), 4(f),4(g), 4(h) and 4(i) below (and is himself a party to the agreements referred to in paragraphs 4(c), 4(f), 4(g), 4(h) and 4(i) consequently is interested in these agreements; and
      1. the other three Maven VCT 4 Directors, who is each a party to the agreements referred to in paragraphs 4(c), 4(f), 4(g), 4(h) and 4(i) below and consequently is interested in the relevant agreements.
  • (h) Maven VCT 4 has taken out directors' and officers' liability insurance for the benefit of the Maven VCT 4 Directors, which is renewable on an annual basis.
  • (i) None of the Maven VCT 4 Directors has at any time within the last five years:
      1. had any convictions (whether spent or unspent) in relation to offences involving fraud or dishonesty;
      1. been the subject of any official public incrimination and/or sanctions by statutory or regulatory authorities (including designated recognised professional bodies) or been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of any company;
      1. been the subject of any bankruptcy or been subject to an individual voluntary arrangement or a bankruptcy restrictions order.

4. Material contracts

Save as disclosed in this paragraph, Maven VCT 4 has not entered, other than in the ordinary course of business, into any contract which is or may be material to Maven VCT 4 within the two years immediately preceding the publication of this document or into any contract which contains any provision under which Maven VCT 4 has any obligation or entitlement which is material to Maven VCT 4 as at the date of this document:

  • (a) A management and administration deed dated 1 January 2016 between Maven VCT 4 and Maven as amended by a deed of variation dated 13 November 2019 and as further amended by a deed of variation dated 13 October 2023, sets out the following terms:
    • (i) Manager is paid an investment management fee of 2.5% per annum of the net asset value of Maven VCT 4, payable quarterly in arrears, and is also entitled to an annual fee for the provision of company secretarial, accounting and other management and administrative services (which amounted to £126,269, for the year ended 31 December 2024). Following a deed of variation entered into on 13 October 2023 in respect of Maven VCT 4's investment management agreement, this fee is subject to annual adjustment by reference to movement in the UK Retail Price Index (having previously been linked to the UK Consumer Price Index), is payable quarterly in arrears and is exclusive of VAT (if any);
    • (ii) the Manager is also entitled to a performance incentive fee for each six month period ending 30 June and 31 December of an amount equal to 20% of any increase in the total return (before applying any performance incentive fee) as at the end of the relevant six month period to the total return (after accruing for the performance incentive fee payable for that period) compared to the end of the last six month period on which a performance incentive fee was paid. Total return for these purposes means net asset value, adjusted for dividends, share buy-backs and share issues since the period in respect of which the last performance incentive fee was paid. The performance incentive fee will be exclusive of VAT (if any); and
    • (iii) the Manager will also be paid an Offer Administration Fee in respect of the Maven VCT 4 Offer of 2.5% of the Application Amounts in respect of applications accepted under that Offer. In exchange for this fee Maven has agreed to

meet the costs of the Maven VCT 4 Offer, excluding any initial commissions and any annual execution-only trail commissions (the payment of the latter will be the responsibility of Maven VCT 4) and has also agreed to indemnify Maven VCT 4 against any costs of the Maven VCT 4 Offer (excluding such commissions) in excess of 2.5% of the aggregate Application Amounts in relation to all New Shares subscribed for pursuant to the Maven VCT 4 Offer; and

  • (iv) the management and administration deed may be terminated by either party giving twelve months' prior notice in writing at any time and may also be terminated in circumstances of breach and certain other matters. In accordance with the terms of the investment management and administration deed the Manager will pursue an active investment strategy.
  • (b) A co-investment agreement dated 19 June 2006 between Maven VCT 4 and Aberdeen Asset Managers Limited (which was subsequently novated to Maven) in respect of a co-investment scheme with the Manager, which enabled employees and officers of Maven to participate in new and follow-on investments in portfolio companies alongside Maven VCT 4. All such investments were made through a nominee and under terms agreed by the Maven VCT 4 Board. The terms of the scheme ensured that all investments in ordinary shares were made at the same time and on identical terms to those of Maven VCT 4 and that no selection of investments would be allowed. Total investment by participants in the co-investment scheme was 5% of the aggregate amount of ordinary shares subscribed for by Maven VCT 4 and the co- investment scheme, except where the only securities to be acquired by Maven VCT 4 were ordinary shares or were securities quoted on AIM or AQSE, in which case the investment percentage would be 1.5%. Where Maven VCT 4 partially divests from AIM holdings, the co-investment scheme is permitted to realise the 1.5% allocation in full. In some circumstances, the co-investment scheme may also sell AIM holdings that Maven VCT 4 may retain in order to comply with VCT qualifying criteria. Notwithstanding the above, co-investment would only be offered alongside the relevant investment if that co-investment would not result in the aggregate of all co-investments made in the relevant calendar year of the scheme exceeding 5% of Maven VCT 4's net assets. Due to significantly increased administration costs, the co-investment scheme was suspended with effect from 11 October 2018 pending a review by Maven. It was agreed to re-introduce the co-investment scheme with effect from 5 March 2021 with the same terms as were in place previously.
  • (c) The letters of appointment between Maven VCT 4 and each of the Maven VCT 4 Directors referred to in paragraph 3(d) above.
  • (d) A deed of variation dated 13 November 2019 of the investment management and administration deed between the Manager and Maven VCT 4. Under this agreement the Manager and Maven VCT 4 agreed to vary the terms of the management and administration deed entered into on 1 March 2015 (as referred to in paragraph 4(a) above) to introduce a secretarial fee of £125,000 per annum payable quarterly in arrears, subject to an annual adjustment to reflect movement in the UK Consumer Prices Index.
  • (e) A deed of variation dated 13 October 2023 of the investment management and administration deed between the Manager and Maven VCT 4. Under this agreement the Manager and Maven VCT 4 agreed to vary the terms of the management and administration deed entered into on 1 March 2015 (as referred to in paragraph 4(a) above) as follows:
    • (i) to introduce a fixed secretarial fee of £134,000 per annum payable quarterly in arrears, subject to an annual adjustment to reflect movement in the UK Retail Price Index, the first of such annual adjustment being restricted to a maximum of 5% of the secretarial fee paid in respect of the previous year; and
    • (ii) to introduce a best execution policy for the Manager when effecting transactions.
  • (f) An offer agreement dated 7 October 2022 between Maven VCT 4, the Maven VCT 4 Directors, Howard Kennedy and Maven, pursuant to which Howard Kennedy agreed to act as sponsor to the 2022 Maven VCT 4 Offer and Maven undertook, as agent of Maven VCT 4, to use its reasonable endeavours to procure subscribers under that offer. Neither Howard Kennedy nor Maven were obliged to subscribe for New Shares under the 2022 Maven VCT 4 Offer. Under the agreement Maven VCT 4 agreed to pay Maven an Offer Administration Fee in respect of the 2022 Maven VCT 4 Offer of 2.5% of the Application Amounts in respect of applications accepted under that offer. Maven agreed to meet the costs of the 2022 Maven VCT 4 Offer, excluding any initial commissions and any annual execution-only intermediary trail commissions (the payment of the latter will be the responsibility of Maven VCT 4) and also agreed to indemnify Maven VCT 4 against any costs of the 2022 Maven VCT 4 Offer (excluding such commissions) in excess of 2.5% of the aggregate of all Application Amounts in relation to all New Shares subscribed for pursuant to the 2022 Maven VCT 4 Offer. Under the agreement, which may be terminated by Howard Kennedy and Maven in certain circumstances, certain warranties were given by Maven VCT 4 and the Maven VCT 4 Directors to Howard Kennedy and Maven, subject to certain limitations. Maven VCT 4 also agreed to indemnify Howard Kennedy in respect of its role as sponsor. The warranties and indemnity were in the usual form for a contract of this type. The agreement provided for termination by Howard Kennedy if any statement in the Prospectus was untrue, any material omission from the Prospectus arose or if there was any breach of warranty.
  • (g) An offer agreement dated 13 October 2023 between Maven VCT 4, the Maven VCT 4 Directors, Howard Kennedy and Maven, pursuant to which Howard Kennedy agreed to act as sponsor to the 2023 Maven VCT 4 Offer and Maven undertook, as agent of Maven VCT 4, to use its reasonable endeavours to procure subscribers under that offer. Neither Howard Kennedy nor Maven were obliged to subscribe for New Shares under the 2023 Maven VCT 4 Offer. Under the agreement Maven VCT 4 agreed to pay Maven an Offer Administration Fee in respect of the 2023 Maven VCT 4 Offer of 2.5% of the Application Amounts in respect of applications accepted under that offer. Maven agreed to meet the costs of the 2023 Maven VCT 4 Offer, excluding any initial commissions and any annual execution-only intermediary trail commissions (the payment of the latter will be the responsibility of Maven VCT 4) and also agreed to indemnify Maven VCT 4 against any costs of the 2023 Maven VCT 4

Offer (excluding such commissions) in excess of 2.5% of the aggregate of all Application Amounts in relation to all New Shares subscribed for pursuant to the 2023 Maven VCT 4 Offer. Under the agreement, which may be terminated by Howard Kennedy and Maven in certain circumstances, certain warranties were given by Maven VCT 4 and the Maven VCT 4 Directors to Howard Kennedy and Maven, subject to certain limitations. Maven VCT 4 also agreed to indemnify Howard Kennedy in respect of its role as sponsor. The warranties and indemnity were in the usual form for a contract of this type. The agreement provides for termination by Howard Kennedy if any statement in the Prospectus was untrue, any material omission from the Prospectus arises or if there is any breach of warranty.

  • (h) An offer agreement dated 27 September 2024 between Maven VCT 4, the Maven VCT 4 Directors, Howard Kennedy and Maven, pursuant to which Howard Kennedy agreed to act as sponsor to the 2024 Maven VCT 4 Offer and Maven undertook, as agent of Maven VCT 4, to use its reasonable endeavours to procure subscribers under that offer. Neither Howard Kennedy nor Maven were obliged to subscribe for New Shares under the 2024 Maven VCT 4 Offer. Under the agreement Maven VCT 4 agreed to pay Maven an Offer Administration Fee in respect of the 2024 Maven VCT 4 Offer of 2.5% of the Application Amounts in respect of applications accepted under that offer. Maven agreed to meet the costs of the 2024 Maven VCT 4 Offer, excluding any initial commissions and any annual execution-only intermediary trail commissions (the payment of the latter being the responsibility of Maven VCT 4) and also agreed to indemnify Maven VCT 4 against any costs of the 2024 Maven VCT 4 Offer (excluding such commissions) in excess of 2.5% of the aggregate of all Application Amounts in relation to all New Shares subscribed for pursuant to the 2024 Maven VCT 4 Offer. Under the agreement, which could be terminated by Howard Kennedy and Maven in certain circumstances, certain warranties have been given by Maven VCT 4 and the Maven VCT 4 Directors to Howard Kennedy and Maven, subject to certain limitations. Maven VCT 4 also agreed to indemnify Howard Kennedy in respect of its role as sponsor. The warranties and indemnity are in the usual form for a contract of this type. The agreement provided for termination by Howard Kennedy if any statement in the Prospectus was untrue, any material omission from the Prospectus arises or if there is any breach of warranty.
  • (i) An offer agreement dated 2 October 2025 between Maven VCT 4, the Maven VCT 4 Directors, Howard Kennedy and Maven, pursuant to which Howard Kennedy has agreed to act as sponsor to the Maven VCT 4 Offer and Maven has undertaken, as agent of Maven VCT 4, to use its reasonable endeavours to procure subscribers under that offer. Neither Howard Kennedy nor Maven are obliged to subscribe for New Shares under the Maven VCT 4 Offer. Under the agreement Maven VCT 4 have agreed to pay Maven an Offer Administration Fee in respect of the Maven VCT 4 Offer of 2.5% of the Application Amounts in respect of applications accepted under that offer. Maven have agreed to meet the costs of the Maven VCT 4 Offer, excluding any initial commissions and any annual execution-only intermediary trail commissions (the payment of the latter will be the responsibility of Maven VCT 4) and have also agreed to indemnify Maven VCT 4 against any costs of the Maven VCT 4 Offer (excluding such commissions) in excess of 2.5% of the aggregate of all Application Amounts in relation to all New Shares subscribed for pursuant to the Maven VCT 4 Offer. Under the agreement, which may be terminated by Howard Kennedy and Maven in certain circumstances, certain warranties have been given by Maven VCT 4 and the Maven VCT 4 Directors to Howard Kennedy and Maven, subject to certain limitations. Maven VCT 4 also agreed to indemnify Howard Kennedy in respect of its role as sponsor. The warranties and indemnity are in the usual form for a contract of this type. The agreement provides for termination by Howard Kennedy if any statement in the Prospectus was untrue, any material omission from the Prospectus arises or if there is any breach of warranty.

5. Dividend policy

The Maven VCT 4 Board has a policy of distributing tax-free dividends to Qualifying Shareholders.

Decisions on distributions take into consideration a number of factors, including the realisation of capital gains, the adequacy of distributable reserves, the availability of surplus revenue and the VCT qualifying level, all of which are kept under close and regular review.

The Maven VCT 4 Board and the Manager recognise the importance of tax-free distributions to Shareholders and, subject to the considerations outlined above, will target an annual dividend of 6% of the NAV per Share at the immediately preceding year end. It should be noted that the effect of paying a dividend is to reduce the NAV Maven VCT 4 by the total cost of the distribution.

As the portfolio continues to expand and the proportion of holdings in companies with high growth potential increases, the timing of distributions will be more closely linked to realisation activity, whilst also reflecting Maven VCT 4's requirement to maintain its VCT qualifying level. If larger distributions are required as a consequence of significant exits, this will result in a corresponding reduction in NAV per Share. However, the Maven VCT 4 Board considers this to be a tax efficient means of returning value to Shareholders, whilst ensuring ongoing compliance with the requirements of the VCT legislation.

6. Miscellaneous

(a) The maximum expenses payable by Maven VCT 4 to the Manager in connection with the Maven VCT 4 Offer (including VAT where applicable) will be an amount equal to 2.5% of the Application Amounts in respect of applications accepted under the Maven VCT 4 Offer. The total expenses will, therefore, be a maximum of £312,500 (assuming the Maven VCT 4 Offer achieving the maximum subscription (including full utilisation of the over-allotment facility available to Maven VCT 4), no Applications being eligible for Early Investment Incentive discounts; and no initial adviser charges or commissions being paid in connection with Applications). This represents 0.35% of Maven VCT 4's net assets as shown in its unaudited financial statements for the six month period ended 30 June 2025. The maximum net proceeds will, on the same basis, amount to £12,187,500. The issue premium on a New Share issued pursuant to the Maven VCT 4 Offer will be the difference between the issue price of that share and the nominal value thereof of 10p.

  • (b) Except as disclosed at paragraph 3(a) of this Section C above, Maven VCT 4 does not have any major shareholders. No Shareholders of Maven VCT 4 have different voting rights. To the best of the knowledge and belief of the Maven VCT 4 Directors, Maven VCT 4 is not directly controlled by any other party and, as at of 30 September 2025 (being the latest practicable date prior to the publication of this document) there are no arrangements in place that may, at a subsequent date, result in a change of control of Maven VCT 4.
  • (c) There have been no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which Maven VCT 4 is aware), during the previous 12 months which may have, or have had in the recent past significant effects on Maven VCT 4's financial position or profitability.
  • (d) The typical investor of Maven VCT 4 is a UK taxpayer aged 18 or over, who has an investment horizon of five or more years, is able to bear 100% capital loss, and has a medium to high risk tolerance.
  • (e) Shareholders will be informed by means of the interim and/or annual report or through a public announcement if the investment restrictions which apply to Maven VCT 4 as a VCT (as detailed in this document) are breached.
  • (f) Save for the offer agreement (as detailed at paragraph 4(i) above), and the fees paid to the Maven VCT 4 Directors (as detailed in paragraph 3(e) above), the fees paid to Maven in respect of its management and administration arrangements (as detailed in paragraph 4(a), 4(d) and 4(e) above), there were no related party transactions or fees paid by Maven VCT 4 to a related party during the period from 1 January 2025 (being the first day of the current accounting period) to the date of this document.
  • (g) Applications will be made for the admission of the New Shares to be issued under the Maven VCT 4 Offer to the Official List and to trading on the Main Market for listed securities of the London Stock Exchange. The New Shares shall be in registered form and may be in either certificated or uncertificated form. New Shares in uncertificated form will be credited to CREST accounts.
  • (h) There have been no significant factors, whether governmental, economic, fiscal, monetary or political, including unusual or infrequent events or new developments nor any known trends, uncertainties, demands, commitments or events that are reasonably likely to have an effect on Maven VCT 4's prospects or which have materially affected Maven VCT 4 's income from operations since 30 June 2025 (being the end of the last financial period of Maven VCT 4 for which financial information has been published), so far as Maven VCT 4 and the Maven VCT 4 Directors are aware.
  • (i) Maven VCT 4 is subject to the investment restrictions relating to a venture capital trust in the Tax Act (a summary of which is set out in paragraph 5 of Section E of Part 5 of this document). In addition, for so long as the Shares are admitted to the Official List, Maven VCT 4 is required to abide by applicable Listing Rules including the following:
    • (i) Maven VCT 4 will at all times invest and manage its assets in a way which is consistent with its objective of spreading investment risk and in accordance with its published investment policy;
    • (ii) Maven VCT 4 will not conduct any trading activity which is significant in the context of Maven VCT 4 (or, if applicable, its group as a whole); and
    • (iii) not more than 10% in aggregate of the value of the total assets of Maven VCT 4 at the time the investment is made will be invested in other closed-ended investment funds which are listed on the Official List unless those investment funds have stated investment policies to invest no more than 15% of their total assets in other investment companies which are listed on the Official List.
  • (j) Pursuant and subject to the Uncertificated Securities Regulations, the Maven VCT 4 Board may permit title to shares of any class to be evidenced otherwise than by a certificate and title to shares of such a class to be transferred by means of a relevant system and may make arrangements for a class of shares (if all shares of that class are in all respects identical) to become a participating class.
  • (k) Subject to the provisions of and to the fullest extent permitted by the Articles, every Maven VCT 4 Director, secretary or other officer of Maven VCT 4 shall be entitled to be indemnified by Maven VCT 4 against all costs, charges, losses, expenses and liabilities incurred by him in the execution and/or discharge of his duties and/or the exercise of his powers and/or otherwise in relation to or in connection with his duties, powers or office.

SECTION D: MAVEN VCT 5 – GENERAL INFORMATION

1. Incorporation and administration

  • (a) Maven VCT 5 was incorporated and registered in England and Wales on 3 October 2000 as a public company with limited liability under CA 1985 with registered number 04084875 with the name The AiM VCT2 PLC (LEI: 213800DMF84841RMWX35). Maven VCT 5 changed its name to AiM VCT2 PLC on 12 October 2000, on 29 May 2007 to Bluehone AiM VCT2 PLC and on 15 April 2011 to its present name.
  • (b) Maven VCT 5 was issued with a certificate under section 117 of CA 1985 by the Registrar of Companies on 25 October

2000.

  • (c) Maven VCT 5 is domiciled in England and its registered office is at 6th Floor, Saddlers House, 44 Gutter Lane, London, EC2V 6BR. Its principal place of business is at Kintyre House, 205 West George Street, Glasgow, G2 2LW. Its telephone number is 0141 306 7400. The webpage of Maven VCT 5 is: mavencp.com/migvct5. Without limitation, neither the contents of Maven VCT 5's or the Manager's website (or any other website referred to in this document) nor the content of any website accessible from hyperlinks on Maven VCT 5's webpage or the Manager's website (or any other website referred to in this document) is incorporated into, or forms part of this document.
  • (d) Maven VCT 5 does not have (and has not had since incorporation) any subsidiaries or any employees and it neither owns nor occupies any premises.
  • (e) Maven VCT 5 has been granted approval as a VCT under section 274 of the Tax Act and the Maven VCT 5 Directors have managed and intend to manage the affairs of Maven VCT 5 in such a manner so as to comply with section 274 of the Tax Act.
  • (f) Maven VCT 5 is a small, registered, internally managed alternative investment fund under the UK AIFMD Laws. Maven VCT 5 is required to manage its affairs to obtain and maintain approval as a VCT under the provisions of section 274 of the Tax Act. Maven VCT 5 operates under CA 2006 and the regulations made thereunder. Maven VCT 5, as a company whose shares are admitted to the Official List, is subject to the Listing Rules and the Disclosure Guidance and Transparency Rules.
  • (g) The ISIN and SEDOL numbers for the Maven VCT 5 Shares are GB0002057536 and 0205753 respectively.

2. Share capital

  • (a) As at 30 September 2025 (being the latest practicable date prior to the publication of this document), the issued fully paid share capital of Maven VCT 5 comprised 231,677,603 Maven VCT 5 Shares.
  • (b) The following authorities were granted at the Maven VCT 5 AGM by the passing of ordinary and special resolutions:
      1. That, the Maven VCT 5 Directors were generally and unconditionally authorised under section 551 of CA 2006 to exercise all the powers of the company to allot ordinary shares in Maven VCT 5, or to grant rights to subscribe for or convert any security into ordinary shares in the company up to an aggregate nominal amount of £2,219,335 (representing equivalent to 22,193,350 Ordinary Shares or 10% of the total Ordinary Share capital of Maven VCT 5 in issue on 11 March 2025) provided that this authority shall expire at the conclusion of the next annual general meeting of Maven VCT 5 or, if earlier, on the expiry of 15 months after the passing of the resolution, and so that Maven VCT 5 may before such expiry, make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Maven VCT 5 Directors may allot relevant securities in pursuance of such offer or agreement as if the authority conferred had not expired;
      1. That, the Maven VCT 5 Directors were empowered under section 571 of CA 2006 to allot equity securities (as defined in section 560 of CA 2006) under the authority referred to in paragraph 2(b)1 above for cash as if section 561(1) of CA 2006 did not apply to the allotment, provided that this power shall:
      2. (a) be limited to the allotment of equity securities in connection with an offer of such securities by way of a rights to holders of Maven VCT 5 Shares in proportion (as nearly as practicable) to their respective holdings of such shares, but subject to such exclusions or other arrangements as the Maven VCT 5 Directors may deem necessary or expedient in relation to fractional entitlements or any legal or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange;
      3. (b) be limited to the allotment (other than under sub-paragraph 2(b)2(a) above) of equity securities up to an aggregate nominal amount not exceeding £2,219,335, (equivalent to 22,193,350 Ordinary Shares); and
      4. (c) expire at the conclusion of the next annual general meeting of Maven VCT 5 or, if earlier, on the expiry of 15 months from the passing of this resolution, and so that Maven VCT 5 may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Maven VCT 5 Directors may allot equity securities in pursuance of such offer or agreement as if the power conferred had not expired;
      1. That, Maven VCT 5 was generally and, subject as hereafter appears, unconditionally authorised in accordance with section 701 of CA 2006 to make market purchases (within the meaning of section 693(4) of CA 2006) of fully paid Maven VCT 5 Shares, provided always that:
      2. (a) the maximum number of such shares authorised to be purchased is 33,267,834 (being 14.99% of the total issued share capital as at 11 March 2025);
      3. (b) the minimum price, exclusive of expenses, that may be paid for such a share shall be 10p per share;
      4. (c) the maximum price, exclusive of expenses, that may be paid for such a share shall be not more than an amount equal to the higher of:
  • (i) 105% of the average of the closing middle market price for the shares as derived from the London Stock Exchange's Daily Official List for the five business days immediately preceding the date on which the shares are purchased; and
  • (ii) the price stipulated by Article 5(1) of Commission Regulation (EC) No. 273/2003 (the Buy-back and Stabilisation Regulation); and
  • (d) unless previously renewed, varied or revoked, the authority conferred above shall expire at the conclusion of the next annual general meeting of Maven VCT 5 or, if earlier, on the expiry of 15 months from the passing of the resolution, save that Maven VCT 5 may before such expiry enter into a contract to purchase shares which will or may be completed wholly or partly after such expiry; and
    1. That a general meeting, other than an annual general meeting, may be called on not less than 14 days' clear notice.
  • (c) At the general meeting of Maven VCT 5 to be held on 13 November 2025, the following ordinary and special resolutions will be proposed:
      1. That, in addition to existing authorities, the Maven VCT 5 Directors be and hereby are generally and unconditionally authorised pursuant to section 551 of CA 2006 to exercise all the powers of Maven VCT 5 to allot and issue Shares in the capital of Maven VCT 5 and to grant rights to subscribe for, or to convert any security into, shares in the capital of Maven VCT 5 (Rights) up to an aggregate nominal amount of £4,560,000 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 Maven VCT 5 in a general meeting), but so that this authority shall allow Maven VCT 5 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 Maven VCT 5 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.
      1. That, subject to the passing of the resolution referred to in paragraph 2(c)1 above, and in addition to existing authorities, the Maven VCT 5 Directors be and hereby are empowered in accordance with sections 570 and 573 of 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 CA 2006) for cash pursuant to the authority given pursuant to the resolution referred to in paragraph 2(c)1 above, as if section 561(1) of 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 £4,560,000 and provided further that the proceeds may be used, in whole or in part, to purchase Maven VCT 5 Shares in the market and provided further that the authority conferred by this resolution shall expire on the date falling on 18 months from the passing of this resolution (unless renewed, varied or revoked by Maven VCT 5 in a general meeting), but so that this authority shall allow Maven VCT 5 to make before the expiry of this authority offers or agreements which would or might require shares to be allotted or Rights (as defined in the resolution referred to in paragraph 2(c)1 above) to be granted after such expiry and the Maven VCT 5 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.
      1. That, subject to the sanction of the High Court of Justice, the amount of £31,700,000 standing to the credit of the share premium account of Maven VCT 5, at the date an order is made confirming such cancellation by the Court, be and hereby is cancelled, and the amount by which the share capital is so reduced be credited to a reserve of Maven VCT 5.
      1. That, subject to the sanction of the High Court of Justice, the amount standing to the credit of the capital redemption reserve of Maven VCT 5, at the date an order is made confirming such cancellation by the Court, be and hereby is cancelled, and the amount by which the share capital is so reduced be credited to a reserve of the Maven VCT 5.
  • (d) Assuming 41,017,567 New Shares are allotted by Maven VCT 5 (this being the maximum estimated number of New Shares that may be allotted pursuant to the Maven VCT 5 Offer on the assumption that the maximum amount available under the Maven VCT 5 Offer is raised; all investors are eligible for the maximum amount of Early Investment Incentive; no initial execution-only commission or adviser charges are paid in connection with Applications and assuming that the applicable NAV per Share used in the allotment formula for the Maven VCT 5 Offer is 30.17p), the issued share capital of Maven VCT 5 following the completion of the Maven VCT 5 Offer will be 272,695,170 Maven VCT 5 Shares (none of which are expected to be held in treasury).

3. Directors' and other interests

(a) As at 30 September 2025 (being the latest practicable date prior to publication of this document), save as set out below, Maven VCT 5 was not aware of any person who directly or indirectly, has an interest in the Maven VCT 5's share capital or voting rights that is notifiable under UK law:

Maven VCT 5 Shareholder Number of Maven VCT 5 Shares % of issued Maven VCT 5 share
capital
Hargreaves Lansdown (Nominees)
Limited (HLNOM Account)
11,863,118 5.12%

(b) As at 30 September 2025 (being the latest practicable date before the publication of this document) the shareholdings of the Maven VCT 5 Directors were as follows:

Maven VCT 5 Director Number of Maven VCT 5 Shares % of issued Maven VCT 5's share
capital
Graham Miller 141,601 0.06%
Brian Phillips 72,500 0.03%
Jane Stewart 92,269 0.04%
  • (c) Maven VCT 5 Directors may act as directors of companies in which Maven VCT 5 invests and receive and retain fees in that capacity.
  • (d) None of the Maven VCT 5 Directors has a service contract with Maven VCT 5, and no such contract is proposed. However, each of the independent Maven VCT 5 Directors has entered into a letter of appointment for the provision of their services as directors. The fees currently payable for such services are disclosed below. The agreements are terminable by either party giving notice to the other (the length of such notice varying from no notice being required to three months' notice), subject to retirement by rotation and earlier cessation for any reason under the Maven VCT 5 Articles. There are no commission or profit sharing arrangements and no compensation is payable on termination of the agreements.

Graham Miller, as chairman of Maven VCT 5, is entitled to annual remuneration of £26,875, while the annual remuneration receivable by Brian Phillips, who has taken over the role of chairman of the audit committee after the retirement of Gordon Humphries, is £25,263 and by Jane Stewart is £22,253.

  • (e) The directors' fees payable to the Maven VCT 5 Directors for the financial year ending 30 November 2025 will be: Graham Miller, £26,875 (2024: £25,000), Jane Stewart, £22,253 (2024: £20,700), Brian Phillips (in respect of his time as a director after his appointment to the Maven VCT 5 Board on 1 January 2025), £22,162 (2024: £nil) and (in respect of his time as a director prior to his retirement from the Maven VCT 5 Board at the Maven VCT 5 AGM) Gordon Humphries £10,456 (2024: £23,500). The Maven VCT 5 Directors receive no other remuneration benefits, nor pension, retirement or similar benefits, in addition to their fees detailed above. It is estimated that the aggregate amount payable to the Maven VCT 5 Directors by Maven VCT 5 for the financial year ending on 30 November 2025 under the arrangements in force at the date of this document will not exceed £81,746 (2024: £77,825) plus out-of-pocket expenses.
  • (f) No loan or guarantee has been granted or provided by Maven VCT 5 to or for the benefit of any of the Maven VCT 5 Directors.
  • (g) None of the Maven VCT 5 Directors nor any member of their respective immediate families has, or has had, an interest in any transaction or transactions which are or were unusual in their nature or conditions or significant to the business of Maven VCT 5 and which were effected by Maven VCT 5 during the current or immediately preceding financial year or during an earlier financial year and remaining in any respect outstanding or unperformed except for each of the Maven VCT 5 Directors in relation to them being a party to the agreements referred to in paragraphs 4(c), 4(f), 4(g), 4(h) and 4(i) below and consequently is interested in the relevant agreements.
  • (h) Maven VCT 5 has taken out directors' and officers' liability insurance for the benefit of the Maven VCT 5 Directors, which is renewable on an annual basis.

4. Material contracts

Save as disclosed in this paragraph, Maven VCT 5 has not entered, other than in the ordinary course of business, into any contract which is or may be material to Maven VCT 5 within the two years immediately preceding the publication of this document or into any contract which contains any provision under which Maven VCT 5 has any obligation or entitlement which is material to Maven VCT 5 as at the date of this document:

  • (a) An investment management and administration deed dated 1 June 2015 between Maven VCT 5 and Maven (as amended by the deed of variation dated 28 January 2020 referred to in paragraph 4(d) below and further amended by a deed of variation dated 9 March 2022 as referred to in paragraph 4(e) below):
    • (i) the Manager is paid a base investment management fee of 1.75% of net asset value per annum, paid quarterly in arrears, and is also entitled to an annual fee for the provision of company secretarial, accounting and other management and administrative services (which amounted to £120,000, for the year ended 30 November 2024). This fee is subject to annual adjustment by reference to increases in the UK Retail Price Index, is payable quarterly in arrears and is exclusive of VAT (if any);
    • (ii) The Manager is also entitled to the following performance incentive fee:
      • a sum equal to 15% of the total return over cost generated by each private equity investment that achieves a realisation in the most recent financial year, adjusted for any realised losses incurred in respect of other private

equity investments in that year and subject to an annual hurdle of 4% on the realised private equity investments; and

  • a sum equal to 7.5% of any annual increase in value of the quoted portfolio (excluding investments in investment trusts, investment companies and other investment funds which are quoted), including any distributions from such investments in the quoted portfolio but adjusted to reflect the value of any acquisitions and disposals (at the relevant acquisition or disposal price) of quoted investments during the relevant period(but for the avoidance of doubt, including the performance of such investments over the time they have been held in the relevant period),

the base date for the valuation of the inherited private equity investments is set at 28 February 2011 and the value for these investments is subsequently recalculated as at 30 November each year from 2012 onwards. Such fees are exclusive of VAT (if any). The performance incentive fee is only payable if the net asset value exceeds the net asset value on the base date in respect of which a performance fee was last paid. The management and administration deed may be terminated by either party giving twelve months' prior notice in writing at any time and may also be terminated in circumstances of breach and certain other matters. In accordance with the terms of the investment management and administration deed the Manager will pursue an active investment strategy.

  • (b) A co-investment arrangement between Maven VCT 5 and Maven, whereby individual members of the manager's staff invest alongside Maven VCT 5 and other Maven managed VCTs. The scheme operates through a nominee company. The terms of the scheme ensure that all investments are made on identical terms to those of Maven VCT 5 and that no selection of investments will be allowed. Total investment by participants in the co-investment scheme is set at 5% of the aggregate amount of ordinary shares subscribed for by Maven VCT 5 and the co-investing executives, except where the only securities to be acquired by Maven VCT 5 are ordinary shares or are AIM quoted securities, in which case the investment percentage will be 1.5%. Where Maven VCT 5 partially divests from AIM holdings, the co-investment scheme is permitted to realise the 1.5% allocation in full. In some circumstances, the co-investment scheme may also sell AIM holdings that Maven VCT 5 may retain in order to comply with VCT qualifying criteria. Notwithstanding the above, co-investment will only be offered alongside the relevant investment if that co-investment would not result in the aggregate of all co-investments made in the previous calendar year exceeding 5% of Maven VCT 5's net assets. Due to significantly increased administration costs, the co-investment scheme was suspended with effect from 11 October 2018 pending a review by Maven. It was agreed to re-introduce the coinvestment scheme with effect from 5 March 2021 with the same terms as were in place previously.
  • (c) The letters of appointment between Maven VCT 5 and each of the Maven VCT 5 Directors referred to in paragraph 3(d) above.
  • (d) A deed of variation dated 28 January 2020 between the Manager and Maven VCT 5. Under this agreement the Manager and Maven VCT 5 agreed to vary the terms of the management and administration deed entered into on 1 June 2015 (and referred to in paragraph 4(a) above) to increase the base investment management fee to 1.675% of the net asset value per annum, payable quarterly in arrears (with effect from 1 December 2018), rising to 1.75% with effect from 1 December 2020.
  • (e) A deed of variation dated 9 March 2022 between the Manager and Maven VCT 5. Under this agreement the Manager and Maven VCT 5 agreed to vary the terms of the management and administration deed entered into on 1 June 2015 (and referred to in paragraph 4(a) above) to:
    • (i) increase the annual administrative and secretarial fee payable to the Manager from £86,000 to £100,000;
    • (ii) increase the performance fee in respect of private equity investments to 15%;
    • (iii) allow for the performance fee payable in respect of Maven VCT 5's quoted portfolio to be payable on all quoted investments (excluding any investment trusts) not just the inherited quoted portfolio; and
    • (iv) decrease the cap on total expenses payable by Maven VCT 5 from 3.25% to 3.0%.
  • (f) An offer agreement dated 7 October 2022 between Maven VCT 5, the Maven VCT 5 Directors, Howard Kennedy and Maven, pursuant to which Howard Kennedy agreed to act as sponsor to the 2022 Maven VCT 5 Offer and Maven undertook, as agent of Maven VCT 5, to use its reasonable endeavours to procure subscribers under that offer. Neither Howard Kennedy nor Maven is obliged to subscribe for New Shares under the 2022 Maven VCT 5 Offer. Under the agreement Maven VCT 5 agreed to pay Maven an Offer Administration Fee in respect of the 2022 Maven VCT 5 Offer of 2.5% of the Application Amounts in respect of applications accepted under that offer. Maven agreed to meet the costs of the 2022 Maven VCT 5 Offer, excluding any initial commissions and any annual 'execution-only' intermediary trail commissions (the payment of the latter will be the responsibility of Maven VCT 5) and also agreed to indemnify Maven VCT 5 against any costs of the 2022 Maven VCT 5 Offer (excluding trail commissions) in excess of 2.5% of the aggregate Application Amounts. Under the agreement, which may be terminated by Howard Kennedy and Maven in certain circumstances, certain warranties were given by Maven VCT 5 and the Maven VCT 5 Directors to Howard Kennedy and Maven, subject to certain limitations. Maven VCT 5 also agreed to indemnify Howard Kennedy in respect of its role as sponsor. The warranties and indemnity were in the usual form for a contract of this type. The agreement provided for termination by Howard Kennedy if any statement in the Prospectus was untrue, any material omission from the Prospectus arose or if there was any breach of warranty.
  • (g) An offer agreement dated 13 October 2023 between Maven VCT 5, the Maven VCT 5 Directors, Howard Kennedy and Maven, pursuant to which Howard Kennedy agreed to act as sponsor to the 2023 Maven VCT 5 Offer and Maven undertook, as agent of Maven VCT 5, to use its reasonable endeavours to procure subscribers under that offer. Neither Howard Kennedy nor Maven was obliged to subscribe for New Shares under the 2023 Maven VCT 5 Offer. Under the agreement Maven VCT 5 agreed to pay Maven an Offer Administration Fee in respect of the 2023 Maven VCT 5 Offer of 2.5% of the Application

Amounts in respect of applications accepted under that offer. Maven agreed to meet the costs of the 2023 Maven VCT 5 Offer, excluding any initial commissions and any annual execution-only intermediary trail commissions (the payment of the latter will be the responsibility of Maven VCT 5) and also agreed to indemnify Maven VCT 5 against any costs of the 2023 Maven VCT 5 Offer (excluding such commissions) in excess of 2.5% of the aggregate of all Application Amounts in relation to all New Shares subscribed for pursuant to the 2023 Maven VCT 5 Offer. Under the agreement, which may be terminated by Howard Kennedy and Maven in certain circumstances, certain warranties were given by Maven VCT 5 and the Maven VCT 5 Directors to Howard Kennedy and Maven, subject to certain limitations. Maven VCT 5 also agreed to indemnify Howard Kennedy in respect of its role as sponsor. The warranties and indemnity were in the usual form for a contract of this type. The agreement provided for termination by Howard Kennedy if any statement in the Prospectus was untrue, any material omission from the Prospectus arose or if there was any breach of warranty.

  • (h) An offer agreement dated 27 September 2024 between Maven VCT 5, the Maven VCT 5 Directors, Howard Kennedy and Maven, pursuant to which Howard Kennedy agreed to act as sponsor to the 2024 Maven VCT 5 Offer and Maven undertook, as agent of Maven VCT 5, to use its reasonable endeavours to procure subscribers under that offer. Neither Howard Kennedy nor Maven were obliged to subscribe for New Shares under the 2024 Maven VCT 5 Offer. Under the agreement Maven VCT 5 agreed to pay Maven an Offer Administration Fee in respect of the 2024 Maven VCT 5 Offer of 2.5% of the Application Amounts in respect of applications accepted under that offer. Maven agreed to meet the costs of the 2024 Maven VCT 5 Offer, excluding any initial commissions and any annual execution-only intermediary trail commissions (the payment of the latter being the responsibility of Maven VCT 5) and also agreed to indemnify Maven VCT 5 against any costs of the 2024 Maven VCT 5 Offer (excluding such commissions) in excess of 2.5% of the aggregate of all Application Amounts in relation to all New Shares subscribed for pursuant to the 2024 Maven VCT 5 Offer. Under the agreement, which could be terminated by Howard Kennedy and Maven in certain circumstances, certain warranties have been given by Maven VCT 5 and the Maven VCT 5 Directors to Howard Kennedy and Maven, subject to certain limitations. Maven VCT 5 also agreed to indemnify Howard Kennedy in respect of its role as sponsor. The warranties and indemnity are in the usual form for a contract of this type. The agreement provided for termination by Howard Kennedy if any statement in the Prospectus was untrue, any material omission from the Prospectus arises or if there is any breach of warranty.
  • (i) An offer agreement dated 2 October 2025 between Maven VCT 5, the Maven VCT 5 Directors, Howard Kennedy and Maven, pursuant to which Howard Kennedy has agreed to act as sponsor to the Maven VCT 5 Offer and Maven has undertaken, as agent of Maven VCT 5, to use its reasonable endeavours to procure subscribers under that offer. Neither Howard Kennedy nor Maven are obliged to subscribe for New Shares under the Maven VCT 5 Offer. Under the agreement Maven VCT 5 have agreed to pay Maven an Offer Administration Fee in respect of the Maven VCT 5 Offer of 2.5% of the Application Amounts in respect of applications accepted under that offer. Maven have agreed to meet the costs of the Maven VCT 5 Offer, excluding any initial commissions and any annual execution-only intermediary trail commissions (the payment of the latter will be the responsibility of Maven VCT 5) and have also agreed to indemnify Maven VCT 5 against any costs of the Maven VCT 5 Offer (excluding such commissions) in excess of 2.5% of the aggregate of all Application Amounts in relation to all New Shares subscribed for pursuant to the Maven VCT 5 Offer. Under the agreement, which may be terminated by Howard Kennedy and Maven in certain circumstances, certain warranties have been given by Maven VCT 5 and the Maven VCT 5 Directors to Howard Kennedy and Maven, subject to certain limitations. Maven VCT 5 also agreed to indemnify Howard Kennedy in respect of its role as sponsor. The warranties and indemnity are in the usual form for a contract of this type. The agreement provides for termination by Howard Kennedy if any statement in the Prospectus was untrue, any material omission from the Prospectus arises or if there is any breach of warranty.

5. Dividend policy

The Maven VCT 5 Board has a policy of distributing tax-free dividends to Qualifying Shareholders.

Decisions on distributions take into consideration a number of factors, including the realisation of capital gains, the adequacy of distributable reserves, the availability of surplus revenue and the VCT qualifying level, all of which are kept under close and regular review.

The Maven VCT 5 Board and the Manager recognise the importance of tax-free distributions to Shareholders and, subject to the considerations outlined above, will target an annual dividend of 6% of the NAV per Share at the immediately preceding year end.

As the portfolio continues to expand and a greater proportion of holdings are in younger companies with growth potential, the timing of distributions will be more closely linked to realisation activity, whilst also reflecting Maven VCT 5's requirement to maintain its VCT qualifying level. If larger distributions are required as a consequence of significant exits, this will result in a corresponding reduction in NAV per Share. However, the Maven VCT 5 Board and the Manager consider this to be a tax efficient means of returning value to Shareholders, whilst ensuring ongoing compliance with the requirements of the VCT legislation.

6. Miscellaneous

(a) The maximum expenses payable by Maven VCT 5 to the Manager in connection with the Maven VCT 5 Offer (including VAT where applicable) will be an amount equal to 2.5% of the Application Amounts in respect of applications accepted under the Maven VCT 5 Offer. The total expenses will, therefore, be a maximum of £312,500 (assuming the Maven VCT 5 Offer achieving the maximum subscription (including full utilisation of the over-allotment facility available to Maven VCT 5), no Applications being eligible for Early Investment Incentive discounts; and no initial adviser charges or commissions being paid in connection with Applications). This represents 0.43% of Maven VCT 5's net assets as shown in its unaudited financial statements for the six month period ended 31 May 2025. The maximum net proceeds will, on the same basis, amount to £12,187,500. The issue premium on a New Share issued pursuant to the Maven VCT 5 Offer will be the difference between the issue price of that share and the nominal value thereof of 10p.

  • (b) Except as disclosed at paragraph 3(a) of this Section D above, Maven VCT 5 does not have any major Shareholders. No Shareholders of Maven VCT 5 have different voting rights. To the best of the knowledge and belief of the Maven VCT 5 Directors, Maven VCT 5 is not directly controlled by any other party and, as 30 September 2025 (being the latest practicable date prior to the publication of this document) there are no arrangements in place that may, at a subsequent date, result in a change of control of Maven VCT 5.
  • (c) There have been no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which Maven VCT 5 is aware), during the previous 12 months which may have, or have had in the recent past significant effects on Maven VCT 5's financial position or profitability.
  • (d) The typical investor of Maven VCT 5 is a UK taxpayer aged 18 or over, who has an investment horizon of five or more years, is able to bear 100% capital loss, and has a medium to high risk tolerance
  • (e) Shareholders will be informed by means of the interim and/or annual report or through a public announcement if the investment restrictions which apply to Maven VCT 5 as a VCT (as detailed in this document) are breached.
  • (f) Save for the offer agreement (as detailed at paragraph 4(i) above), and the fees paid to the Maven VCT 5 Directors (as detailed in paragraph 3(e) above), the fees paid to Maven in respect of its management and administration arrangements (as detailed in paragraphs 4(a), 4(d) and 4(e) above), there were no related party transactions or fees paid by Maven VCT 5 to a related party during the period from 1 December 2024 (being the first day of the current accounting period) to the date of this document.
  • (g) Applications will be made for the admission of the New Shares to be issued under the Maven VCT 5 Offer to the Official List and to trading on the Main Market for listed securities of the London Stock Exchange. The New Shares shall be in registered form and may be in either certificated or uncertificated form. New Shares in uncertificated form will be credited to CREST accounts.
  • (h) There have been no significant factors, whether governmental, economic, fiscal, monetary or political, including unusual or infrequent events or new developments nor any known trends, uncertainties, demands, commitments or events that are reasonably likely to have an effect on Maven VCT 5's prospects or which have materially affected Maven VCT 5's income from operations since 31 May 2025 (being the end of the last financial period of Maven VCT 5 for which financial information has been published), so far as Maven VCT 5 and the Maven VCT 5 Directors are aware.
  • (i) Maven VCT 5 is subject to the investment restrictions relating to a venture capital trust in the Tax Act (a summary of which is set out in paragraph 5 of Section E of Part 5 of this document). In addition, for so long as the Shares are admitted to the Official List, Maven VCT 5 is required to abide by applicable Listing Rules including the following:
    • (i) Maven VCT 5 will at all times invest and manage its assets in a way which is consistent with its objective of spreading investment risk and in accordance with its published investment policy;
    • (ii) Maven VCT 5 will not conduct any trading activity which is significant in the context of Maven VCT 5 (or, if applicable, its group as a whole); and
    • (iii) not more than 10% in aggregate of the value of the total assets of Maven VCT 5 at the time the investment is made will be invested in other closed-ended investment funds that are listed on the Official List unless those investment funds have stated investment policies to invest no more than 15% of their total assets in other investment companies that are listed on the Official List.
  • (j) Pursuant and subject to the Uncertificated Securities Regulations, the Maven VCT 5 Board may permit title to shares of any class to be evidenced otherwise than by a certificate and title to shares of such a class to be transferred by means of a relevant system and may make arrangements for a class of shares (if all shares of that class are in all respects identical) to become a participating class.
  • (k) Subject to the provisions of and to the fullest extent permitted by the Articles, every Maven VCT 5 Director, secretary or other officer of Maven VCT 5 shall be entitled to be indemnified by Maven VCT 5 against all costs, charges, losses, expenses and liabilities incurred by him in the execution and/or discharge of his duties and/or the exercise of his powers and/or otherwise in relation to or in connection with his duties, powers or office.

SECTION E: GENERAL INFORMATION ON THE MAVEN VCTS

1. Articles of the Maven VCTs

  • (a) The principal object and purpose of each Maven VCT is to carry on business as a general commercial company.
  • (b) The material provisions of each Maven VCT's articles of association are as detailed below.
  • (c) Reference in this section to the ''Company'' means, as the case may be, one or more of the Maven VCTs, references to the ''Directors'' and the ''Board'' mean the directors of or the board of directors of the relevant Maven VCT from time to time and references to the "Articles" are to the articles of association of the relevant Maven VCT.
  • (d) References to "the Acts" means the Companies Acts as defined in section 2 of CA 2006 and every other Act for the time being in force and affecting the Maven VCTs, references to "Statutes" means the Acts and every other Act of Parliament and statutory instrument relating to the Maven VCTs and affecting the Maven VCTs, references to "Group" means a company, its ultimate holding company and all subsidiaries of the company or its ultimate holding company and references to "Register" mean the register of members of each Maven VCT.
      1. Share capital
      2. (a) Subject to the provisions of the Statutes and the Articles and without prejudice to any rights attached to existing shares, the Board may offer, allot, grant options over or otherwise deal with or dispose of any shares of the Company to such person, at such times and for such consideration and upon such times as the Board may decide.
      3. (b) Subject to the provisions of the Statutes and to any rights previously conferred on the holders of any class of shares and to any requirements imposed by the FCA in respect of securities admitted to listing, the Company may purchase all or any of its shares of any class, including any redeemable shares.
      1. General meetings
      2. (a) Convening of general meeting

The Board shall convene and the Company shall hold a general meeting as the annual general meeting in accordance with the requirements of the Statutes. Any meeting of the Company other than an annual general meeting shall be called a general meeting. The provisions of the Articles relating to proceedings of general meetings shall apply equally to annual general meetings. The Board may convene a general meeting whenever it thinks fit.

(b) Notice of general meeting

The annual general meeting and all other general meetings shall be convened by notice in writing or by electronic communication of at least such length as is required in the circumstances by the Statutes. The notice shall specify the place, day and time of the meeting, and the general nature of the business to be transacted. Notice of every general meeting shall be given to all members (other than any who, under the provisions of the Articles or the terms of issue of the shares they hold, are not entitled to receive such notices from the Company) to the Directors and also to the Auditor or, if more than one, each of them.

(c) Omission or non-receipt of notice

The accidental omission to give any notice of a meeting or the accidental omission to send any document, including an instrument of proxy, relating to any meeting to, or the non-receipt of any such notice or document by, any person entitled to receive the notice or document shall not invalidate the convening of or proceedings at that meeting.

(d) Quorum at general meetings

No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business, but the absence of a quorum shall not preclude the choice or appointment of a chair which shall not be treated as part of the business of the meeting. Save as otherwise provided by the Articles, two members present in person or by proxy and entitled to vote shall be a quorum for all purposes.

If within thirty minutes after the time appointed for the commencement of the meeting a quorum is not present, the meeting, if convened by or upon the requisition of members, shall be dissolved. In any other case it shall stand adjourned to such other day and at such time or place as the chair of the meeting (or, in default, the Board) may decide and the Company shall give not less than ten clear days' notice in writing (or by electronic communication in accordance with the Acts) of the adjourned meeting. At any adjourned meeting one member present in person or by proxy (whatever the number of shares held by him) shall be a quorum and any notice of an adjourned meeting shall state that one member present in person or by proxy (whatever the number of shares held by him) shall be a quorum.

(e) Method of voting

At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is duly demanded. Subject to the Statutes, a poll may be demanded by:

  • (i) the chair of the meeting;
  • (ii) the Directors; or
  • (iii) at least five members present in person or by proxy entitled to vote on the resolution; or
  • (iv) a member or members present in person or by proxy representing in aggregate not less than 10% of the total voting rights of all the members having the right to vote on the resolution;
  • (v) any member or members present in person or by proxy and representing in the aggregate not less than one tenth of the total voting rights of all the members having the right to attend to vote on the resolution at the meeting, or
  • (vi) any member or members present in person or by proxy and holding shares conferring a right to attend and vote on the resolution at the meeting on which there have been paid up sums in the aggregate equal to not less than one tenth of the total sums paid up on all the shares conferring that right.
  • (f) Voting rights

Subject to any special rights or restrictions as to voting attached to any shares by or in accordance with the Articles, on a show of hands:

  • (i) every member who is present in person has one vote;
  • (ii) every proxy present who has been duly appointed by one or more members entitled to vote on the resolution has one vote, except that if the proxy has been duly appointed by more than one member entitled to vote on the resolution and is instructed by one or more of those members to vote for the resolution and by one or more others to vote against it, or is instructed by one or more of those members to vote in one way and is given discretion as to how to vote by one or more others (and wishes to use that discretion to vote in the other way) he has one vote for and one vote against the resolution; and
  • (iii) each corporate representative present who has been duly authorised by a corporation has the same voting rights as the corporation would be entitled to.
    1. Variation of rights
  • (a) Subject to the provisions of the Statutes, all or any of the rights for the time being attached to any class of shares for the time being issued from time to time (whether or not the Company is being wound up) be varied either with the consent in writing of the holders of at least 75% in nominal value of the issued shares of that class or with the sanction of an extraordinary resolution passed at a separate general meeting of the holders of those shares.
  • (b) All the provisions in the Articles as to general meetings shall mutatis mutandis, apply to any such general meeting, but so that the necessary quorum shall be two persons holding or representing by proxy not less than one third in nominal value of the issued shares of the class, in respect of ordinary shares (but so that any adjourned meeting one holder present in person or by proxy (whatever the number of shares held by him) shall be a quorum), that every holder of shares of the class present in person or by proxy shall be entitled on a poll to one vote for every share of the class held by him (subject to any rights or restrictions attached to any class of shares) and that any holder of shares of the class present in person or by proxy may demand a poll.
    1. Transfer of shares
  • (a) Right to transfer

Subject to such restrictions of the Articles:

(i) any member may transfer all or any of his uncertificated shares by means of a relevant system in such manner provided for, and subject as provided in the Uncertificated Securities Regulations and the rules of any relevant system, and accordingly no provision of the Articles shall apply in respect of an uncertificated share to the extent that it requires or contemplates the effecting of a transfer by an

instrument in writing or the production of a certificate for the share to be transferred; and

(ii) any member may transfer all or any of his certificated shares by an instrument of transfer in any usual form or in any other form which the Board may approve. The instrument of transfer shall be executed by or on behalf of the transferor and (in the case of a partly paid share) by the transferee, and the transferor shall be deemed to remain the holder of the share concerned until the name of the transferee is entered in the Register in respect of it. All instruments of transfer, when registered, may be retained by the Company.

(b) Refusal of registration

The Board may decline to register any transfer of a certificated share unless:

  • (i) the instrument of transfer is left at the registered office from time to time of the Company or such other place as the Board may from time to time determine, accompanied (save in the case of a transfer by a person to whom the Company is not required by law to issue a certificate and to whom a certificate has not been issued) by the certificate for the share to which it relates and such other evidence as the Board may reasonably require to show the right of the person executing the instrument of transfer to make the transfer;
  • (ii) (if stamp duty is generally chargeable on transfers of certificated shares) the instrument of transfer is duly stamped or adjudged or certified as not chargeable to stamp duty;
  • (iii) the instrument of transfer is in respect of only one class of share; and
  • (iv) in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four.
  • (c) Disclosure of interests in Shares

If any holder of shares, or any other person appearing to be interested in shares is in default in supplying within 14 days after the date of service of a notice requiring such member or other person to supply to the Company in writing all or any such information as is referred to in section 793 of CA 2006, the Directors may give such holder a notice imposing restrictions upon the relevant shares for such period as the default shall continue. The restrictions available in the case of a person with a 0.25% interest are the suspension of voting or other rights conferred by membership in relation to meetings, the withholding of payment of any dividends on, and the restriction of transfer of the relevant shares.

    1. Dividends, return of capital and other payments
    2. (a) Declaration of dividends
      • (i) Subject to the provisions of the Statutes, the Company may by ordinary resolution from time to time declare dividends, but no dividend shall exceed the amount recommended by the Board.
      • (ii) Subject to the provisions of the Statutes, the Board may pay such interim dividends as appear to the Board to be justified by the profits of the Company available for distribution and may also pay any dividend payable at a fixed rate.
    3. (b) Entitlement of dividends
      • (i) Except in so far as the rights attaching to, or the terms of issue of, any share otherwise provide, all dividends shall be declared and paid according to the amounts paid up on the share in respect of which the dividend is paid, but no amount paid up on a share in advance of calls shall be treated as paid up on the share.
      • (ii) Any dividend unclaimed after a period of twelve years from the date when it was declared or became due for payment shall be forfeited and shall revert to the Company.
      • (iii) The Board may, if authorised by an ordinary resolution of the Company, offer any holders of shares the right in the case of holders of shares to elect to receive new ordinary shares credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the Board) of any dividend specified by the ordinary resolution.
    4. (c) Entitlement of return of capital

Subject to the provisions of the Articles, on a winding up or other return of capital, the net assets of the Company (including any income and/or revenue arising from or relating to such assets) less the Company's liabilities, including fees and expenses of liquidation or return of capital, shall be divided amongst the holders of shares pro rata according to their holdings of shares.

6. Borrowing powers

  • (a) Subject to the other provisions of the Articles, the Board may exercise all the powers of the Company to borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and to issue debentures and other securities, whether outright or as collateral security any debt, liability or obligation of the Company or of any third party.
  • (b) The Board shall restrict the borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiary undertakings so as to secure (but as regards subsidiary undertakings only in so far as by the exercise of the rights or powers of control the Board can secure) that the aggregate principal amount from time to time outstanding of all borrowings by the Group (exclusive of borrowings owing by one member of the Group to another member of the Group) shall not at any time without the previous sanction of an ordinary resolution of the Company exceed an amount equal to three times the aggregate of the Adjusted Capital and Reserves (provided that, prior to the publication of the first audited balance sheet of the Company, the aggregate principal amount of such borrowing shall not exceed 90% of the amount paid on the issued share capital of the Company, without the previous sanction of an ordinary resolution of the Company).
  • (c) The expression "the Adjusted Capital and Reserves'' means the aggregate from time to time of:
    • (i) the amount paid upon the issued share capital of the Company;
    • (ii) the amount standing to the credit of the reserves (including any share premium account, capital redemption reserve and special reserve arising through the reduction or cancellation of share premium account) and any credit balance on the revenue account; all as shown by the then latest audited consolidated balance sheet but after:
      • (I) making such adjustments as may be deemed appropriate by the Auditors to reflect any variation in the amount of the paid up share capital, share premium account, capital redemption reserve or special reserve arising through the reduction or cancellation of share premium account since the date of the audited consolidated balance sheet;
      • (II) excluding therefrom (so far as not already excluded) (i) any sums set aside for future taxation; (ii) amounts attributable to outside shareholders in subsidiary undertakings; and
      • (III) deducting therefrom (i) an amount equal to any distribution by the Company out of profits earned prior to the date of its latest audited balance sheet and which have been declared, recommended or made since that date except so far as provided for in such balance sheet; (ii) goodwill and other tangible assets; and (iii) any debit balances on profit and loss account.

7. Directors

  • (a) Subject to the provisions of the Articles, and unless otherwise determined by ordinary resolution of the Company, the number of directors (disregarding alternate directors) shall not be less than two nor more than 10.
  • (b) Without prejudice to the power of the Company in general meeting pursuant to any of the provisions of the Articles to appoint any person to be a director, the Board may appoint any person who is willing to act to be a director, either to fill a vacancy or as an addition to the existing Board, but so that the total number of directors shall not at any time exceed any maximum number fixed by or in accordance with the Articles.
  • (c) At each annual general meeting one third of the directors (or, if their number is not three or an integral multiple of three, then the number nearest to but not exceeding one third) shall retire from office.
  • (d) The fees paid to, and benefits in kind received by, the directors for their services in the office of director shall not exceed in aggregate £100,000 per annum (for Maven VCT 1), £100,000 per annum (for Maven VCT 3), £150,000 per annum (for Maven VCT 4) or £132,000 per annum (for Maven VCT 5, as varied by the UK Retail Price Index from year to year) or such higher amount as the Company may from time to time by ordinary resolution determine.

8. Directors' interests

(a) The Directors may (subject to such terms and conditions, if any, as they think fit to impose from time to time, and subject always to their right to vary or terminate such authorisation) authorise, to the fullest extent permitted by law:

  • (i) any matter which would otherwise result in a Director infringing his duty to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company and which may reasonably be regarded as likely to give rise to a conflict of interest (including a conflict of interest and duty or conflict of duties); and
  • (ii) a Director to accept or continue in any office, employment or position in addition to his office as a director of the Company and without prejudice to the Articles may authorise the manner in which a conflict of interest arising out of such office, employment or position may be dealt with, either before or at the time that such a conflict of interest arises provided that for this purpose the director in question and any other interested director are not counted in the quorum at any board meeting at which such matter, or such office, employment or position, is approved and is agreed to without their voting or would have been agreed to if their votes had not been counted.
  • (b) Where any such matter is authorised by the Board, the Director shall not be required to disclose any confidential information relating to such matter, or such office, employment or position, to the Company if to make such a disclosure would result in a breach of a duty or obligation of confidence owed by him in relation to or in connection with that matter, or that office, employment of position.
  • (c) Save as otherwise provided by the Articles, a Director shall not vote on, or be counted in the quorum in relation to, any resolution of the Board in respect of any contract in which he has an interest which (taken together with any interest or any person connection with him) is to his knowledge a material interest and, if he shall do so, his vote shall not be counted, but this prohibition shall not apply to any resolution where that material interest arises only from one or more of the following matters:
    • (i) the giving to him of any guarantee, indemnity or security in respect of money lent or obligations undertaken by him or by any other person at the request of or for the benefit of the Company or any of its subsidiary undertakings;
    • (ii) the giving to a third party of any guarantee, indemnity or security in respect of a debt or obligation of the Company or any of its subsidiary undertakings for which he himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;
    • (iii) where the Company or any of its subsidiary undertakings is offering securities in which offer the director is or may be entitled to participate as a holder of securities or in the underwriting or sub underwriting of which the director is to participate;
    • (iv) any contract in which he is interested by virtue of his interest in shares or debentures or other securities of the Company or by reason of any other interest in or through the Company;
    • (v) any contract concerning any other company in which he is interested directly or indirectly but in which he does not, to his knowledge, hold an interest in shares (as that term is used in Part 6 of the Act) representing 1% or more of either any class of the equity share capital of, or the voting rights in, such company;
    • (vi) any contract concerning the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates both to directors and employees of the Company or any of its subsidiary undertakings and does not provide in respect of any director as such any privilege or advantage not accorded to the employees to which the fund or scheme relates;
    • (vii) any contract for the benefit of the employees of the Company or of any of its subsidiary undertakings under which he benefits in a similar manner to the employees and which does not accord to any director as such any privilege or advantage not accorded to the employees to whom the contract relates; and
    • (viii) any contract for the purchase or maintenance of insurance against any liability for, or for the benefit of, any Director or for, or for the benefit of, persons who include Directors.

A Director shall not be counted in the quorum present at a meeting to a resolution on which he is not entitled to vote.

  1. Untraced members

The Company may sell at the best price reasonably obtainable any certificated shares of a member, or any share to which a person is entitled by transmission, provided that:

(a) no cash dividend payable on the shares has either been claimed by presentation to the paying bank of the relevant cheque or warrant or been satisfied by the transfer of funds to a bank account designated by the holder of, or person entitled by transmission to, the shares or by the transfer of funds by means of a relevant system at any time during the relevant period;

  • (b) so far as any Director of the Company at the end of the relevant period is then aware, the Company has not at any time during the relevant period received communication from the holder of, or person entitled by transmission to, the shares;
  • (c) the Company has caused two advertisements to be published, one in a newspaper with a national circulation and the other in a newspaper circulating in the area in which the last known address of the holder of, or person entitled by transmission to, the shares or the address at which service of notices may be effected under the Articles is located, giving notice of its intention to sell the shares and a period of three months has elapsed from the date of publication of the advertisements or of the last of the two advertisements to be published if they are published on different dates; and
  • (d) the Company has given notice to the FCA of its intention to make the sale.
    1. Capital reserves

At any time when the Company has given notice in the prescribed form (which has not been revoked) to the Registrar of Companies of its intention to carry on business as an investment company (a Relevant Period) distribution of the Company's capital profits (as defined in the Acts) shall be prohibited as described below.

The Board shall establish a reserve to be called the "capital reserve'' and during any Relevant Period shall either, at the discretion of the Board, carry to the credit of such reserve from time to time all capital profits or appreciations arising on the sale, realisation, transposition, repayment or revaluation of any investment (including, for the avoidance of doubt, any increase in the value of any investments in any subsidiary undertaking or amounts that may be paid by way of subscription under any subscription agreement) or other capital asset of the Company in excess of the book value thereof or apply the same in providing for depreciation or contingencies. Any losses realised on the sale, realisation, repayment or revaluation of any investment or other capital asset and any other expenses, loss or liability (or provision therefore) considered by the Board to be of a capital nature may be carried to the debit of the capital reserve. Subject to the Statutes and without prejudice to the foregoing generality, the Board may also debit the capital reserve with the whole or such part of: (i) any management fees incurred by the Company; and (ii) any finance costs (including, without limitation, any interest payable by the Company in respect of any borrowings of the Company) as may be deemed appropriate by the Board. During a Relevant Period all sums carried and standing to the credit of the capital reserve may be applied for any of the purposes to which sums standing to any reserve under the provisions of Article 127 are applicable, provided that during a Relevant Period no part of the capital reserve or any other moneys in the nature of accretion to capital shall in any event be transferred to the revenue reserves of the Company or be treated or regarded as profits of the Company available for distribution as dividend or any other distribution (within the meaning ascribed thereto by the Acts), otherwise than by way of the redemption of purchase of any of the Company's own shares in accordance with the Acts. In periods other than a Relevant Period, any amount standing to the credit of the capital reserve may be transferred to the revenue reserves of the Company or be regarded or treated as profits of the Company available for distribution (as so defined) or be applied in paying dividends on any shares in the capital of the Company.

11. Duration of the Company

The Board of each Company is required to procure that a continuation resolution is proposed (as to whether the relevant Company shall continue in being as a venture capital trust) at the annual general meeting which is to be held after the fifth anniversary of the last allotment of shares in that Company, and, if that Company has not then been liquidated, unitised or reconstructed, at each fifth subsequent annual general meeting of the Company convened by its directors thereafter.

If, at such meeting, such a resolution is not passed, the Board shall within twelve months of such meeting, convene a general meeting of the Company at which a special resolution shall be proposed for the re-organisation or reconstruction of the Company or (in the event of this resolution not being passed) the winding up of the Company.

2. Valuation policy

  • (a) A potential conflict of interests has been identified in respect of the fees payable to the Manager for providing investment management and adviser services, pursuant to the investment management agreements between each Company and Maven, detailed in paragraph 4 of Part 5 in Sections A, B, C, and D. Under the investment management agreements, the level of fees to be paid to Maven are determined based on the NAV of each Company. The NAVs are calculated using valuations of the investee companies which are based on recommendations from the Manager. In order to mitigate this potential conflict of interests, great care has been taken in designing a valuation policy which promotes independence and builds in robust controls.
  • (b) Unquoted investments are valued at fair value through profit or loss in accordance with the International Private Equity and Venture Capital Valuation Guidelines. These guidelines set out recommendations, intended to represent current best practice on the valuation of venture capital investments. These investments are valued on the basis of forward looking estimates and judgments about the business itself, its market and the environment in which it operates, together with the state of the mergers and acquisitions market, stock market conditions and other factors.

In making these judgments the valuation, takes into account all known material facts up to the date of approval of the financial statements by the Board. Investments in companies quoted or traded on a recognised stock exchange, including AIM, are valued at their bid prices.

  • (c) Valuations of unquoted companies are determined by each Board, based on the recommendations of Maven in its role as investment manager to the Companies. In approving these valuations, each Board has the opportunity to meet investee management teams and can seek direct updates from Maven deal executives through company reports and valuation calls. Maven has a formal valuation committee (the "Valuation Committee") which includes knowledgeable and experienced members from across the business, including staff that do not form part of the investment teams. The remuneration of the members of the Valuation Committee is not linked to the value of the investments and the compliance team at Maven provide regular oversight of the Valuation Committee. Members of the Valuation Committee are registered under the FCA's Senior Managers and Certification Regime and have been assessed by the manager as having the necessary knowledge and expertise to fulfil this role, this assessment is reviewed on an ongoing basis. Valuations are reviewed and challenged by the auditors to the Companies as part of the annual audit process, in addition to this the Compliance team at Maven review the value of exits against previous valuations as part of regular monitoring activity to ensure these are in accordance with expectations set out in the Valuation Policy.
  • (d) Each Company's net asset value is calculated at every quarter and published on an appropriate regulatory information service. The calculation of net asset value of each Company's investments will only be suspended in circumstances where the underlying data necessary to value the investments of that Company cannot readily, or without undue expenditure, be obtained. Shareholders will be notified of any suspension by an announcement published on a regulatory information service.

3. Custody arrangements

Investments in unquoted portfolio companies are held in the name of the relevant Company. Investments in each of the Company's quoted assets are held by JPMorgan Chase Bank as custodian and, in that capacity, JPMorgan Chase Bank is responsible for ensuring safe custody and dealing and settlement arrangements. JPMorgan Chase Bank, National Association, London Branch is a sub-custodian of JPMorgan Chase Bank Association (incorporated on 11 April 1960 and registered as an overseas company in England and Wales under company number FC004891 and with branch number BR000746 and authorised and regulated by the FCA). The fees payable to JPMorgan Chase Bank in relation to its role as custodian is 0.0025% per annum of the market value of the relevant Company's listed investments. JPMorgan is a National Banking Association, organised under the laws of the State of New York and has its registered UK branch at 125 London Wall, London EC2Y 5AJ. Its telephone number at its registered UK branch is 0207 777 2000.

4. Taxation

The following paragraphs, which are intended as a general guide only and are based on current legislation and HMRC practice, summarise advice received by the Directors as to the position of the Shareholders who hold Shares other than for trading purposes. Any person who is in any doubt as to their taxation position or is subject to taxation in any jurisdiction other than the United Kingdom should consult their professional advisers.

  • (a) Taxation of dividends under current law, no tax will be withheld by any of the Maven VCTs when they pay a dividend.
  • (b) Stamp duty and stamp duty reserve tax the Directors have been advised that no stamp duty or stamp duty reserve tax will be payable on the issue of New Shares. The Directors have also been advised that the transfer of Shares will, subject to any applicable exemptions, be liable to ad valorem stamp duty at the rate of 0.5% of the consideration paid. An unconditional agreement to transfer such shares if not completed by a duly stamped stock transfer will be subject to stamp duty reserve tax generally at the rate of 50p per £100 (or part thereof) of the consideration paid.
  • (c) Close company the Directors of each Company believe that the relevant Company is not and, the Directors of each Company expect that following the Offer of each relevant Company, will not be, a close company within the meaning of the Tax Act. If either Company was a close company in any accounting period, approval as a VCT for that Company would be withdrawn.

5. VCT Status

Each Company has to satisfy a number of tests to continue to qualify as a VCT. A summary of these tests is set out below. The following information is based on current UK law and practice and is subject to changes therein, is given by way of a general summary and does not constitute legal or tax advice.

(a) Qualification as a VCT

To qualify as a VCT, a company must be approved as such by HMRC. To obtain such approval it must:

  • (i) not be a close company;
  • (ii) have each class of its ordinary share capital listed on a regulated market;
  • (iii) derive its income wholly or mainly from shares or securities;
  • (iv) have at least 80% by VCT Value of its investments in shares or securities in Qualifying Investments of which 70% must be in eligible shares (investments made before 6 April 2018 from funds raised prior to 6 April 2011 are excluded from the eligible shares requirement);
  • (v) invest at least 30% of funds raised from any issue of shares in Qualifying Investments by the anniversary of the end of the accounting period in which the funds are raised;
  • (vi) have at least 10% by VCT Value of each Qualifying Investment in eligible shares;
  • (vii) not have more than 15% by VCT Value of its investments in a single company at the time of investment (other than a VCT or a company which would, if its shares were listed, qualify as a VCT);
  • (viii) not retain more than 15% of its income derived from shares and securities in any accounting period;
  • (ix) not make an investment in a company which causes that company to receive more than £5 million of Risk Finance State Aid investment (including from VCTs) in the twelve months ending on the date of the investment (£10 million for a Knowledge Intensive Company), or more than £12 million in total (£20 million for a Knowledge Intensive Company);
  • (x) not, in respect of any share capital created on or after 6 April 2014, and any reserves created from the cancellation thereof, make any payment or distribution to shareholders out of such share capital and reserves to shareholders within three years from the end of the accounting period in which that share capital was created;
  • (xi) not invest in a company whose first commercial sale was more than seven years ago (ten years for a Knowledge Intensive Company) unless the company had previously received Risk Finance State Aid within that period, or the investment meets a turnover test and is used to enter a new market;
  • (xii) not invest in a company that uses those funds to acquire a trade, intangible assets in use in a trade or to acquire shares in another company; and
  • (xiii) not make a non-Qualifying Investment other than those specified in section 274 of the Tax Act.

The term "eligible shares" means shares which carry no preferential rights to assets on a winding-up and no rights to be redeemed, although they may have certain preferential rights to dividends.

(b) Qualifying Investments

A Qualifying Investment consists of shares or securities first issued to the VCT (and held by it ever since) by a company satisfying the conditions set out in Chapter 4 of Part 6 of the Tax Act, which meets a financial health requirement and exists wholly or mainly for the purpose of carrying on one or more qualifying trades.

The conditions are detailed, but include that the company must be a Qualifying Company, have gross assets not exceeding £15 million immediately before and £16 million immediately after the investment, have fewer than 250 fulltime equivalent employees (500 for a Knowledge Intensive Company), apply the money raised for the purposes of a qualifying trade within a certain time period, cannot be controlled by another company and at the time of investment did not obtain more than £5 million of Risk Finance State Aid investment (£10 million for a Knowledge Intensive Company) in the 12 month period ending on the date of the investment by the VCT.

(c) Qualifying Companies

A Qualifying Company must be unquoted (for VCT purposes this includes companies whose shares are traded on AIM or AQSE) and must carry on a qualifying trade. For this purpose, certain activities are excluded such as dealing in land or shares or providing financial services. The qualifying trade must either be carried on by, or be intended to be carried on by, the Qualifying Company or by a qualifying subsidiary at the time of the issue of shares or securities to the VCT (and at all times thereafter). The company's first commercial sale must be less than seven years before the first investment from Risk Finance State Aid (ten years for a Knowledge Intensive Company) or the investment must meet a turnover test and be used to enter a new market. The company must have a permanent establishment in the UK, but the company need not be UK resident. A company intending to carry on a qualifying trade must begin to trade within two years of the issue of shares or securities to the VCT and continue it thereafter. A Qualifying Company may have no subsidiaries other than qualifying subsidiaries which must, in most cases, be at least 51% owned.

With effect from 6 April 2012 a "disqualifying purpose" test was introduced under which an investment will not be a Qualifying Investment if the investee company has been set up for the purpose of accessing tax reliefs or is in substance a financing business. With effect from 15 March 2018, there is a "risk-to-capital" condition for Qualifying Investments, designed to focus investments towards earlier stage, growing businesses, and away from investments which could be regarded as lower risk. Any loans made by VCTs must be unsecured.

VCT funds cannot be used by an investee company to fund the purchase of shares in another company or to acquire an existing trade or intangible assets in use in a trade.

(d) Non-Qualifying Investments

From 6 April 2016, a VCT may only make Qualifying Investments or certain Non-Qualifying Investments. Non-Qualifying Investments include short term deposit accounts, investments in UCITS and AIF funds, and shares and securities purchased on a European regulated market.

(e) Approval as a VCT

A VCT must be approved at all times by HMRC. Approval has effect from the time specified at approval. A VCT cannot be approved unless the tests detailed above are met throughout the most recent complete accounting period of the VCT and HMRC is satisfied that they will be met in relation to the accounting period of the VCT which is current when the application is made. However, where a VCT raises further funds, VCTs are given grace periods to invest those funds before those funds need to meet such tests. The Companies have received approval as VCTs from HMRC.

(f) Withdrawal of approval

Approval of a VCT may be withdrawn by HMRC if the various tests set out above are not satisfied. The exemption from corporation tax on capital gains will not apply to any gain realised after the point at which VCT status is lost. Withdrawal of approval generally has effect from time to time when notice is given to the VCT but in relation to capital gains tax of the VCT only can be backdated to not earlier than the first day of the accounting period commencing immediately after the last accounting period of the VCT in which all of the tests were satisfied.

6. Changes to Investment Policy

Each of the Boards is responsible for determining the investment policy of its Company. In accordance with the Listing Rules, a material change in the investment policy of a Company will only be effected with the prior approval of its Shareholders.

7. Conflicts of Interest

The Manager may be involved in other financial, investment or professional activities that may on occasion give rise to conflicts of interest with the Maven VCTs. In particular, it currently does, and may continue to, provide investment management, investment advice or other services in relation to a number of other funds or accounts that may have similar investment objectives and/or policies to that of the Maven VCTs and may receive ad valorem and/or performance-related fees for doing so. As a result, the Manager may have conflicts of interest in allocating investments among the Maven VCTs and other clients and in effecting transactions between the Maven VCTs and other clients. The Manager may give advice or take action with respect to such other clients that differs from the advice given or actions taken with respect to the Maven VCTs. The Boards have noted that the Manager has other clients and have satisfied themselves that the Manager has procedures in place to address potential conflicts of interest.

8. Overseas Investors

  • (a) No person receiving a copy of the Prospectus in any territory other than the UK may treat the same as constituting an invitation or offer unless, in the relevant territory, such an invitation or offer could be lawfully made to him without contravention of any registration or other legal requirements.
  • (b) The distribution of the Prospectus in jurisdictions other than the UK may be restricted by law and therefore persons into whose possession the Prospectus comes should inform themselves about and observe any of these restrictions. Any failure to comply with any of those restrictions may constitute a violation of the securities law of any such jurisdiction.
  • (c) It is the responsibility of any person outside the UK wishing to make an application to satisfy himself as to the full observance of the laws of the relevant territory in connection therewith, including obtaining any requisite governmental or other consents, observing any other formalities required to be observed in such territory and paying any issue, transfer or other taxes required to be paid in such territory.
  • (d) No action has been taken to permit the distribution of the Prospectus in any jurisdiction outside the UK where such action is required to be taken.
  • (e) None of the New Shares have been, nor will be, registered in the United States under the United States Securities Act of 1933, as amended, (the Securities Act) or under the securities laws of any Restricted Territory and they may not be offered or sold directly or indirectly within the United States or any of the Restricted Territories or to, or for the account or benefit of US Persons (as defined in Regulation S made under the Securities Act) or any national, citizen or resident of the United States or any of the Restricted Territories. The Offers are not being made, directly or indirectly, in or into the United States or any of the Restricted Territories or in any other jurisdiction where to do so would be unlawful. In particular, prospective shareholders who are resident in the United States or any Restricted Territory should note that this document is being sent for information purposes only.

(f) All applicants under the Offers will be required to warrant that they are not a US Person (within the meaning of Regulation S made under the United States Securities Act of 1933, as amended), nor a resident, national or citizen of a Restricted Territory.

9. Forward Looking Statements

  • (a) To the extent that this document includes "forward looking statements" concerning the Companies, those statements are based on the current expectations of the Board and are naturally subject to uncertainty and changes in circumstances. Forward looking statements include, without limitation, statements typically containing words such as "intends", "expects", "anticipates", "targets", "estimates" and words of similar import.
  • (b) By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. Given these risks and uncertainties, potential investors should not place undue reliance on forward looking statements as a prediction of actual results.
  • (c) The Companies do not undertake any obligation to update publicly or revise forward looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.
  • (d) Information in this document will be updated as required by the Prospectus Regulation Rules, Listing Rules, Disclosure Guidance and Transparency Rules and Market Abuse Regulation, as appropriate.

10. Documents available for inspection

Copies of the Articles of each of the Maven VCTs will be available for inspection during usual business hours on weekdays (weekends and public holidays excepted) at the registered offices of the Maven VCTs at 6th Floor, Saddlers House, 44 Gutter Lane, London EC2V 6BR (in the case of Maven VCT 1, Maven VCT 3 and Maven VCT 5) and at Kintyre House, 205 West George Street, Glasgow G2 2LW (in the case of Maven VCT 4), and at the offices of Howard Kennedy at No.1 London Bridge, London SE1 9BG, and may also be inspected on each of the Maven VCT's webpages: mavencp.com/migvct, mavencp.com/migvct3, mavencp.com/migvct4 and mavencp.com/migvct5 whilst the Offers are open.

Dated: 2 October 2025

PART 6: TAX POSITION FOR INVESTORS

1. Tax Reliefs

The following is a summary of the current law concerning the tax position of individual Qualifying Investors in VCTs only. Potential investors are recommended to consult a duly authorised independent financial adviser as to the taxation consequences of an investment in a VCT. Qualifying Investors need not be resident in the UK, but such investors are recommended to seek advice regarding their overseas tax position. The tax rules or their interpretation in relation to an investment in the Maven VCTs and/or rates of tax may change during the life of the Maven VCTs and can be retrospective.

The tax reliefs set out below are those currently available to individuals aged 18 or over who subscribe for New Shares under the Offers and will be dependent on personal circumstances. Whilst there is no specific limit on the amount of an individual's acquisition of shares in a VCT, tax reliefs will only be given to the extent that the total of an individual's subscriptions or other acquisitions of shares in VCTs in any tax year (including shares acquired through participation in a dividend investment scheme or on the secondary market) does not exceed £200,000. Qualifying Investors who intend to invest more than £200,000 in VCTs in any one tax year should consult their professional advisers.

1.1 Income Tax

1.1.1 Relief from Income Tax on Investment

A Qualifying Investor subscribing for New Shares will be entitled to claim income tax relief on amounts subscribed up to a maximum of £200,000 invested in VCTs in any tax year.

The relief is given at the rate of 30% on the amount subscribed regardless of whether the Qualifying Investor is a higher rate, additional rate or basic rate taxpayer, provided that the relief is limited to the amount which reduces the Qualifying Investor's income tax liability to nil. Investments to be used as security for or financed by loans may not qualify for relief, depending on the circumstances. It is not necessary for the Qualifying Investor to be UK resident, but to obtain income tax relief they must have some liability to UK income tax in the tax year of subscription for New Shares.

1.1.2 Relief from Tax on Dividends

A Qualifying Investor, who acquires shares in VCTs in any tax year having a value of up to a maximum of £200,000, will not be liable to income tax on dividends paid on those shares and there is no withholding tax thereon.

1.1.3 Purchases in the Market

A Qualifying Investor who purchases existing shares in the market will be entitled to claim dividend relief (as described in paragraph 1.1.2 above) but not relief from income tax on investment (as described in paragraph 1.1.1 above).

1.1.4 Withdrawal of Relief

Relief from income tax on a subscription for VCT shares (including new shares) will be withdrawn if the VCT shares are disposed of (other than between spouses or on death) within five years of issue or if the VCT loses its approval within this period as detailed below. There should be no loss of relief from tax on dividends or capital gains tax on disposal if the VCT shares are disposed of within five years of their issue.

Dividend relief ceases to be available if the VCT loses its approval within this period as detailed below.

1.2 Capital Gains Tax

1.2.1 Relief from capital gains tax on the disposal of VCT shares

A disposal by a Qualifying Investor of VCT shares will give rise to neither a chargeable gain nor an allowable loss for the purposes of UK capital gains tax. The relief is limited to the disposal of VCT shares acquired within the limit of £200,000 for any tax year.

1.2.2 Purchases in the Market

An individual purchaser of existing shares in the market will be entitled to claim relief from capital gains tax on disposal (as described in paragraph 1.2.1 above).

1.3 Acquisition and Disposals of Shares in the same VCT

The disposal of existing shares in a VCT within six months either side of the subscription for new shares in the same VCT, or another VCT which it is known intends to merge with that VCT, (or otherwise where the acquisition and purchase is linked) will result in the amount of the investment in the new shares in the VCT to which VCT tax reliefs are available being reduced by an amount equal to the proceeds received on the disposal.

1.4 Loss of VCT Approval

For each of the Maven VCTs to be fully approved as a VCT it must meet the various requirements for full approval as set out below. If the Company, which has been granted approval as a VCT, subsequently fails to comply with the VCT conditions for approval, approval as a VCT may be withdrawn. In these circumstances, relief from income tax on the initial investment is repayable unless loss of approval occurs more than five years after the issue of the relevant VCT shares. In addition, relief ceases to be available on any dividend paid in respect of profits or gains in any accounting period ending when VCT status has been lost and any gains on the VCT shares up to the date from which loss of VCT status is treated as taking effect will be exempt but gains thereafter will be taxable.

2. Illustration of Effect of Tax Relief for Qualifying Investors

The table below has been prepared for illustrative purposes only and does not form part of the summary of the tax reliefs contained in this Section. The table shows how the initial income tax relief available can reduce the effective cost of an investment of £20,000 in a VCT, by a Qualifying Investor subscribing for VCT shares, to only £14,000:

Without initial tax relief With initial tax relief of 30%
Investment amount* £20,000 £20,000
Amount of income tax relief** at 30% N/A (£6,000)
Net cost of the investment £20,000 £14,000

* After the deduction of any initial adviser fee that the investor indicates should be paid to an intermediary.

** If an investor is issued with new shares in a VCT in which they have sold shares in the six months prior to the new shares being issued, or if they dispose of any shares in that VCT in the six months following the issue of the new shares, the amount of the new investment eligible for initial tax relief is reduced. However, that restriction does not apply where an investor is issued new shares in a VCT and has previously sold shares in another VCT (including a different VCT offered by the same VCT manager), in which case the new shares should benefit from initial tax relief. For that reason, the joint structure of the Maven VCT Offers allows existing Maven investors to select investment into one or more or the VCTs.

3. Obtaining Tax Reliefs

The Maven VCTs will each provide to a Qualifying Investor a certificate which the Qualifying Investor may use to claim income tax relief, either by obtaining from HMRC an adjustment to their tax coding under the PAYE system or by using their tax return to claim relief.

4. Inheritance Tax

As shares in a VCT are listed on the Main Market of the London Stock Exchange, there is no relief from UK inheritance tax on VCT shares.

When a Shareholder dies, their VCT shares form part of their estate passed on to beneficiaries. Importantly, it is Maven's understanding, based on current tax regulations, that the estate and beneficiaries will not have to repay any initial income tax relief claimed by the original investor, even if the investor died within five years of the shares being issued. Similarly, the dividends paid in respect of those VCT shares will continue to be tax free in the hands of the beneficiaries, provided that the value of the VCT shares passed to any particular beneficiary on death is less than £200,000, and there is no capital gains tax to pay on the disposal of the shares when beneficiaries sell them.

PART 7: DEFINITIONS

In this document, the following words and expressions have the following meanings:

2022 Maven VCT 1 Offer the offer for subscription of Maven VCT 1 Shares contained in the 2022 Prospectus
2022 Maven VCT 3 Offer the offer for subscription of Maven VCT 3 Shares contained in the 2022 Prospectus
2022 Maven VCT 4 Offer the offer for subscription of Maven VCT 4 Shares contained in the 2022 Prospectus
2022 Maven VCT 5 Offer the offer for subscription of Maven VCT 5 Shares contained in the 2022 Prospectus
2022 Prospectus the prospectus (comprised of a securities note, registration document and summary) jointly
issued by Maven VCT 1, Maven VCT 3, Maven VCT 4, and Maven VCT 5 dated 7 October
2022
2023 Maven VCT 1 Offer the offer for subscription of Maven VCT 1 Shares contained in the 2023 Prospectus
2023 Maven VCT 3 Offer the offer for subscription of Maven VCT 3 Shares contained in the 2023 Prospectus
2023 Maven VCT 4 Offer the offer for subscription of Maven VCT 4 Shares contained in the 2023 Prospectus
2023 Maven VCT 5 Offer the offer for subscription of Maven VCT 5 Shares contained in the 2023 Prospectus
2023 Prospectus the prospectus (comprised of a securities note, registration document and summary) jointly
issued by Maven VCT 1, Maven VCT 3, Maven VCT 4, and Maven VCT 5 dated 13 October
2023
2024 Maven VCT 1 Offer the offer for subscription of Maven VCT 1 Shares contained in the 2024 Prospectus
2024 Maven VCT 3 Offer the offer for subscription of Maven VCT 3 Shares contained in the 2024 Prospectus
2024 Maven VCT 4 Offer the offer for subscription of Maven VCT 4 Shares contained in the 2024 Prospectus
2024 Maven VCT 5 Offer the offer for subscription of Maven VCT 5 Shares contained in the 2024 Prospectus
2024 Prospectus the prospectus (comprised of a securities note, registration document and summary) jointly
issued by Maven VCT 1, Maven VCT 3, Maven VCT 4, and Maven VCT 5 dated 27
September 2024
Acts CA 1985 and CA 2006
Admission the respective dates on which the New Shares allotted pursuant to each Offer are listed on
the Official List and admitted to trading on the London Stock Exchange's Main Market for
listed securities
AIC the Association of Investment Companies
AIC Code the AIC Code of Corporate Governance issued in February 2019
AIM the Alternative Investment Market of the London Stock Exchange
Application Amounts in relation to an application pursuant to an Offer which has been accepted by the relevant
Maven VCT, the amounts remitted to the respective Maven VCT with such application,
including any amounts requested to be facilitated to financial advisers as initial adviser
charges
AQSE the Aquis Stock Exchange, a Recognised Investment Exchange under the FSMA, and a
Recognised Stock Exchange under S1005 (1)(b) Tax Act, operated by Aquis Exchange PLC
Articles the articles of association of the relevant Maven VCT, as amended from time to time
Boards the Maven VCT 1 Board, the Maven VCT 3 Board, the Maven VCT 4 Board and/or the Maven
VCT 5 Board, as the context permits, and each a Board
Business Day any day (other than a Saturday or Sunday) on which clearing banks are open for normal
banking business in sterling
CA 1985 the Companies Act 1985, as amended
CA 2006 the Companies Act 2006, as amended
Code The UK Corporate Governance Code issued by the Financial Reporting Council in July 2018
CREST the computerised settlement system to facilitate the transfer of title to securities in
uncertificated form operated by Euroclear UK & Ireland Limited
Directors the directors of the Maven VCTs (and each a Director)
EU AIFM Delegated
Regulation
the Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012
supplementing Directive 2011/61/EU of the European Parliament and of the Council with
regard to exemptions, general operating conditions, depositaries, leverage, transparency and
supervision
EU AIFM Directive Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on
Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC
and Regulations (EC) No 1060/2009 and (EU) No 1095/2010, and the EU AIFM Delegated
Regulation
FCA the Financial Conduct Authority
FSMA the Financial Services and Markets Act 2000, as amended
General Meetings the general meetings of Maven VCT 1, Maven VCT 3, Maven VCT 4, and Maven VCT 5 to be
held on 13 November 2025 (or any adjournment thereof) at which Shareholders' approval will
be sought for each Offer (and each a General Meeting)
HMRC His Majesty's Revenue and Customs
IA 1986 Insolvency Act 1986, as amended
Investee Company a company that one or more of the Maven VCTs have invested in
Knowledge Intensive
Company
a company satisfying the conditions in section 331(A) of Part 6 of the Tax Act
Listing Rules the Listing Rules issued by the FCA under section 73A of the FSMA, as amended
London Stock Exchange London Stock Exchange plc
Maven or the Manager Maven Capital Partners UK LLP, the investment manager to the Maven VCTs, registered in
England and Wales under number OC339387, whose registered office is at 1 New Walk
Place, Leicester, England, LE1 6RU or any predecessor investment adviser to any of the
Maven VCTs
Maven VCTs Maven VCT 1, Maven VCT 3, Maven VCT 4, and Maven VCT 5 (and each a Maven VCT as
the context requires), and not including Renovar
Maven VCT 1 Maven Income and Growth VCT PLC
Maven VCT 1 AGM the annual general meeting of Maven VCT 1 held on 10 July 2025
Maven VCT 1 Board the board of directors of Maven VCT 1
Maven VCT 1 Directors the directors of Maven VCT 1 (and each a Maven VCT 1 Director)
Maven VCT 1 Offer the offer for subscription of New Shares in Maven VCT 1 contained in the Prospectus
Maven VCT 1 Shareholders holders of Maven VCT 1 Shares (and each a Maven VCT 1 Shareholder)
Maven VCT 1 Shares ordinary shares of 10p each in capital of Maven VCT 1 (and each a Maven VCT 1 Share)
Maven VCT 3 Maven Income and Growth VCT 3 PLC
Maven VCT 3 AGM the annual general meeting of Maven VCT 3 held on 1 May 2025
Maven VCT 3 Board the board of directors of Maven VCT 3
Maven VCT 3 Directors the directors of Maven VCT 3 (and each a Maven VCT 3 Director)
Maven VCT 3 Offer the offer for subscription of New Shares in Maven VCT 3 contained in the Prospectus
Maven VCT 3 Shareholders holders of Maven VCT 3 Shares (and each a Maven VCT 3 Shareholder)
Maven VCT 3 Shares ordinary shares of 10p each in capital of Maven VCT 3 (and each a Maven VCT 3 Share)
Maven VCT 4 Maven Income and Growth VCT 4 PLC
Maven VCT 4 AGM the annual general meeting of Maven VCT 4 held on 8 May 2025
Maven VCT 4 Board the board of directors of Maven VCT 4
Maven VCT 4 Directors the directors of Maven VCT 4 (and each a Maven VCT 4 Director)
Maven VCT 4 Offer the offer for subscription of New Shares in Maven VCT 4 contained in the Prospectus
Maven VCT 4 Shareholders holders of Maven VCT 4 Shares (and each a Maven VCT 4 Shareholder)
Maven VCT 4 Shares ordinary shares of 10p each in capital of Maven VCT 4 (and each a Maven VCT 4 Share)
Maven VCT 5 Maven Income and Growth VCT 5 PLC
Maven VCT 5 AGM the annual general meeting of Maven VCT 5 held on 29 April 2025
Maven VCT 5 Board the board of directors of Maven VCT 5
Maven VCT 5 Directors the directors of Maven VCT 5 (and each a Maven VCT 5 Director)
Maven VCT 5 Offer the offer for subscription of New Shares in Maven VCT 5 contained in the Prospectus
Maven VCT 5 Shareholders holders of Maven VCT 5 Shares (and each a Maven VCT 5 Shareholder)
Maven VCT 5 Shares ordinary shares of 10p each in capital of Maven VCT 5 (and each a Maven VCT 5 Share)
NAV the total net asset value
NAV per Share the net asset value of a Share calculated in accordance with the relevant Company's
accounting policies
New Shares the Maven VCT 1 Shares to be issued under the Maven VCT 1 Offer and/or the Maven VCT
3 Shares to be issued under the Maven VCT 3 Offer and/or the Maven VCT 4 Shares to be
issued under the Maven VCT 4 Offer and/or the Maven VCT 5 Shares to be issued under the
Maven VCT 5 Offer, as the context permits, and each a New Share
Offer Administration Fee in relation to the Offers (and/or the Previous Offers), the fee payable by the relevant Maven
VCT to Maven (as promoter of the respective offer) in relation to each application under that
offer, calculated as a percentage of the Application Amount of the applicant
Offers the Maven VCT 1 Offer, the Maven VCT 3 Offer, the Maven VCT 4 Offer and/or the Maven
VCT 5 Offer, as the context permits, and each an Offer
Official List the official list of the FCA
Previous Offers the 2022 Maven VCT 1 Offer, the 2022 Maven VCT 3 Offer, the 2022 Maven VCT 4 Offer,
the 2022 Maven VCT 5 Offer, the 2023 Maven VCT 1 Offer, the 2023 Maven VCT 3 Offer,
the 2023 Maven VCT 4 Offer, and the 2023 Maven VCT 5 Offer, the 2024, Maven VCT 1
Offer, the 2024 Maven VCT 3 Offer, the 2024 Maven VCT 4 Offer, and the 2024 Maven VCT
5 Offer
Prospectus the prospectus (comprised of this Registration Document, the Securities Note and the
Summary) jointly issued by the Maven VCTs dated 2 October 2025
Prospectus Regulation
Rules
the Prospectus Regulation Rules issued by the FCA and made under Part 6 of the FSMA and
pursuant to the UK Prospectus Regulation
Qualifying Company an unquoted company (which for these purposes includes a company whose shares are
admitted to trading on AIM or AQSE) which satisfies the requirements of Chapter 4 of Part 6
of the Tax Act
Qualifying Investment shares in, or securities of, a Qualifying Company held by a VCT which meet the requirements
of Part 4 of Chapter 6 of the Tax Act
Qualifying Investor an individual aged 18 or over who satisfies the conditions of eligibility for tax relief available to
investors in a VCT
Qualifying Shareholder a shareholder in a company who satisfies the conditions of eligibility for tax relief available to
investors in a VCT in respect of his or her shareholding
Registration Document or
this document
this document dated 2 October 2025
Renovar Maven Renovar VCT PLC (formerly Amati AIM VCT plc)
Restricted Territories Canada, Australia, Japan and South Africa
Risk Finance State Aid State aid received by a company as defined in section 280B (4) of the Tax Act
Securities Note the securities note jointly issued by the Maven VCTs dated 2 October 2025
Shareholders the Maven VCT 1 Shareholders, the Maven VCT 3 Shareholders, the Maven VCT 4
Shareholders, and/or the Maven VCT 5 Shareholders, as the context permits, and each a
Shareholder
Shares or Ordinary Shares the Maven VCT 1 Shares, the Maven VCT 3 Shares, the Maven VCT 4 Shares, and the
Maven VCT 5 Shares, as the context permits, and each a Share or an Ordinary Share
Summary the summary jointly issued by the Maven VCTs dated 2 October 2025
Tax Act the Income Tax Act 2007, as amended
UK AIFMD Laws (i) the Alternative Investment Fund Managers Regulations 2013 (SI 2013/1773) and any other
implementing measure which operated to transpose EU AIFM Directive in to UK law before
31 January 2020 (as amended from time to time including by the Alternative Investment Fund
Managers (Amendment) (EU Exit) Regulations 2019 (SI 2019/328)); and (ii) the UK versions
of the EU AIFM Delegated Regulation and any other delegated regulations in respect of the
EU AIFM Directive, each being part of UK law by virtue of the European Union (Withdrawal)
Act 2018, as further amended and supplemented from time to time including by the
Alternative Investment Fund Managers (Amendment) (EU Exit) Regulations 2019 (SI
2019/328), the Technical Standards (Alternative Investment Funds Management Directive)
(EU Exit) Instrument 2019 (FCA 2019/37) and the Exiting the European Union: Specialist
Sourcebooks (Amendments) Instrument 2019 (FCA 2019/25)
UK Prospectus Regulation the UK version of Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the
European Union (Withdrawal) Act 2018
Uncertificated Securities
Regulations
Uncertificated Securities Regulations 2001 (SI 2001 No 3755), as amended
United States the United States of America, its states, territories and possessions (including the District of
Columbia)
VCT Value the value of an investment calculated in accordance with section 278 of the Tax Act

CONTACT INFORMATION

Maven Income and Growth VCT PLC (Registered No. 03908220) John David William Pocock (Chairman) Alison Margaret Fielding Andrew Philip Harrington

Maven Income and Growth VCT 3 PLC

(Registered No. 04283350) Keith Andrew Pickering (Chairman) David Stewart Allan William (Bill) Robert Nixon David Graham Priseman

Maven Income and Growth VCT 4 PLC

(Registered No. SC272568) Fraser James Gray (Chairman) Daniel Bittner Brian Robert Alexander Colquhoun William (Bill) Robert Nixon

Maven Income and Growth VCT 5 PLC

(Registered No. 04084875) Graham Scott Miller (Chairman) Brian Phillips Jane Claire Stewart

Registered Offices:

Maven Income and Growth VCT PLC, Maven Income and Growth VCT 3 PLC and Maven Income and Growth VCT 5 PLC 6th Floor Saddlers House 44 Gutter Lane London EC2V 6BR

Maven Income and Growth VCT 4 PLC

Kintyre House 205 West George Street Glasgow G2 2LW

Secretary and Manager Maven Capital Partners UK LLP

Correspondence Address: Kintyre House 205 West George Street Glasgow G2 2LW

Registered Office: 1 New Walk Place Leicester LE1 6RU

Solicitors to the Maven VCTs

Howard Kennedy LLP No. 1 London Bridge London SE1 9BG

Sponsor

Howard Kennedy Corporate Services LLP No. 1 London Bridge London SE1 9BG

Auditor to the Maven VCTs

Johnston Carmichael LLP 7-11 Melville Street Edinburgh EH3 7PE

Receiving Agent and Share Registrar

The City Partnership (UK) Limited The Mending Rooms Park Valley Mills Meltham Road Huddersfield HD4 7BH

VCT Taxation Advisers

Philip Hare & Associates LLP Bridge House 181 Queen Victoria Street London EC4V 4EG

Stockbroker to the Maven VCTs

Shore Capital Stockbrokers Limited Cassini House 57 St. James's Street London SW1A 1LD Telephone: 020 7647 8132

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