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ALBION ENTERPRISE VCT PLC

Post-Annual General Meeting Information Sep 12, 2025

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author: "Peter Balcombe"
date: 2025-09-12 07:41:00+00:00
processor: python-docx+mammoth
status: success


PUBLIC LIMITED COMPANY

NOTICE OF RESOLUTIONS OF

ALBION ENTERPRISE VCT PLC

(Registered No. 05990732)

LEI Code 213800OVSRDHRJBMO720

At an Annual General Meeting of Albion Enterprise VCT PLC (the “Company”), duly convened and held virtually at noon on 10 September 2025 the following resolutions were duly passed:

  1. Authority to allot shares (Ordinary Resolution)

That the Directors be and hereby are generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the “Act”) to exercise all powers of the Company to allot ordinary shares of 1 penny each in the Company (“Shares”) up to an aggregate nominal amount of £515,693 (representing approximately 20% of the issued ordinary share capital as at the date of this Notice) provided that this authority shall expire 15 months from the date that this resolution is passed, or if earlier, at the conclusion of the Annual General Meeting of the Company to be held in 2026, but so that the Company may, before the expiry of such period, make an offer or agreement which would or might require Shares to be allotted or rights to subscribe for or convert securities into Shares to be granted after such expiry and the Directors may allot Shares pursuant to such an offer or agreement as if this authority had not expired.

  1. Renewal of the Company’s dividend reinvestment scheme and authority to allot shares under the scheme (Ordinary Resolution)

That, in accordance with article 117 of the Company‘s articles of association (the “Articles”), the Directors be and are hereby authorised to continue to apply the Company’s dividend reinvestment scheme on the terms and conditions of that scheme (as set out on the Company’s webpage at www.albion.capital/vct-funds/AAEV) and to apply such scheme to all dividends that may be declared on the Shares within the period from the passing of this resolution 11 and ending at the conclusion of the fifth Annual General Meeting of the Company to be held following the date of this meeting and, in addition to the authority contained in resolution number 10, the Directors be and hereby are generally and unconditionally authorised in accordance with section 551 of the Act to exercise all powers of the Company to allot Shares up to an aggregate nominal amount of £257,847 (representing approximately 10% of the issued ordinary share capital as at the date of this Notice) pursuant to the terms and conditions of the dividend reinvestment scheme referred to above and to apply that scheme to all dividends declared or paid in the period commencing on the date of this resolution 11 and ending on the later of 15 months from the date that this resolution is passed, or if earlier, at the conclusion of the Annual General Meeting of the Company to be held in 2026.

  1. Authority for the disapplication of pre-emption rights (Special Resolution)

That the Directors be and hereby are empowered, in accordance with sections 570 and 573 of the Act, to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority conferred by resolution number 10 and/or sell ordinary shares held by the Company as treasury shares for cash as if section 561(1) of the Act did not apply to any such allotment or sale.

Under this power the Directors may impose any limits or restrictions and make any arrangements which they deem necessary or expedient to deal with any treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or laws of, any territory or other matter, arising under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory or any other matter.

This power shall expire 15 months from the date that this resolution is passed or, if earlier, the conclusion of the Annual General Meeting of the Company to be held in 2026, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if this power had not expired.

  1. Authority to purchase own shares (Special Resolution)

That, subject to and in accordance with the Articles, the Company be and hereby are generally and unconditionally authorised, pursuant to and in accordance with section 701 of the Act, to make market purchases (within the meaning of section 693(4) of the Act) of Shares on such terms as the Directors think fit, provided always that:

a) the maximum aggregate number of Shares hereby authorised to be purchased is 38,651,204 Shares or, if lower, such number of Shares representing 14.99% of the issued ordinary share capital of the Company as at the date of the passing of this resolution;

b) the minimum price, exclusive of any expenses, which may be paid for a Share is 1 penny;

c) the maximum price which may be paid for a Share shall be an amount equal to the higher of (a) 5% above the average of the middle market quotations for a Share taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the date on which the share is purchased; and (b) the amount stipulated by Article 5(6) of the Market Abuse Regulation (596/2014/EU) (as such regulation forms part of UK law as amended);

d) the authority hereby conferred shall, unless previously revoked, varied or renewed, expire 15 months from the date that this resolution is passed or, if earlier, at the conclusion of the Annual General Meeting of the Company to be held in 2026; and

e) the Company may enter into a contract or contracts to purchase Shares under this authority before the expiry of the authority which will or may be executed wholly or partly after the expiry of the authority, and may make a purchase of shares in pursuance of any such contract or contracts as if the authority conferred hereby had not expired.

For Albion Capital Group LLP,

Corporate Company Secretary on behalf

of Albion Enterprise VCT PLC

11 September 2025

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