ICG Enterprise Trust PLC — Proxy Solicitation & Information Statement 2026

May 19, 2026

iCG

ENTERPRISE TRUST

NOTICE OF ANNUAL GENERAL MEETING 2026

To be held at 3:30pm on 25 June 2026 at Procession House, 55 Ludgate Hill, London, United Kingdom, EC4M 7JW

Contents

2 The Annual General Meeting
4 Notice of Meeting
6 Notice of Meeting: Explanatory Notes

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of the proposals referred to in this document or as to what action to take, you should consult your stockbroker, solicitor, accountant or other appropriate independent professional adviser authorised under the Financial Services and Markets Act 2000, if you are resident in the UK, or, if not, another appropriately independent professional adviser in your own jurisdiction.

If you have sold, transferred or otherwise disposed of all your shares in ICG Enterprise Trust Plc (the 'Company'), please forward this document and the accompanying Form of Proxy, as soon as possible, to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale, transfer or disposal was effected, so they can pass these documents to the person who now holds the shares. If you have sold, transferred or otherwise disposed of only part of your holding of shares in the Company, you should retain this document and the accompanying Form of Proxy and consult the purchaser or transferee, or stockbroker, bank or other agent through whom you made the sale, transfer or disposal.

The distribution of this document and accompanying documents in or into jurisdictions other than the United Kingdom may be restricted by local law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of such jurisdictions.

ICG ENTERPRISE TRUST PLC

Procession House

55 Ludgate Hill

London

EC4M 7JW

Registered number: 01571089

www.icg-enterprise.co.uk

---

THE ANNUAL GENERAL MEETING

The notice convening the Annual General Meeting (the 'AGM') (pages 4 and 5) sets out in full the resolutions to be voted on at the AGM. The effect of each proposed resolution, if passed by shareholders, is summarised below. The Board considers that these resolutions are in the best interests of the Company and its shareholders as a whole and unanimously recommends that you vote in favour of each of them.

RESOLUTION 1
Receives the Company's audited financial statements for the financial year ended 31 January 2026 (pages 56 to 71 of the Annual Report and Accounts 2026) together with the Strategic Report (pages 1 to 35 of the Annual Report and Accounts 2026), Independent Auditor's Report (pages 51 to 55 of the Annual Report and Accounts 2026) and the Report of the Directors (pages 43 and 44 of the Annual Report and Accounts 2026).

RESOLUTION 2
Approves the recommended final dividend of 12 pence per ordinary share for the financial year ended 31 January 2026, payable on 17 July 2026 to those shareholders who were on the register of members of the Company as at close of business on 3 July 2026.

RESOLUTIONS 3 TO 8
Approves the re-election as a director of Jane Tufnell, David Warnock, Alastair Bruce, Gerhard Fusenig, Adiba Ighodaro and Janine Nicholls. All the directors of the Company are offering themselves for re-election annually in accordance with the Association of Investment Companies Code of Corporate Governance and the Articles of Association.

The skills and experience of each director, which can be found on page 39 of the Annual Report and Accounts 2026, demonstrate why their contribution is, and continues to be, important to the Company's long-term sustainable success.

RESOLUTIONS 9 AND 10
Resolution 9 approves the re-appointment of the auditors, Ernst & Young LLP, until the next general meeting of the Company at which accounts are laid, and resolution 10 authorises the Audit Committee for and on behalf of the Board to set the auditors' remuneration (see page 63 of the Annual Report and Accounts 2026).

RESOLUTION 11
Approves the Directors' Remuneration Report for the financial year ended 31 January 2026 as set out on pages 45 to 46 of the Annual Report and Accounts 2026.

RESOLUTION 12
Approves the Directors' Remuneration Policy as set out in the Directors' Remuneration Report on page 45 of the Annual Report and Accounts 2026. If the new Directors' Remuneration Policy is approved, all payments by the Company to the directors and any former directors must be made in accordance with the new policy (unless a payment has been separately approved by a shareholder resolution). If the new Directors' Remuneration Policy is approved and remains unchanged, it will be valid for up to three financial years without a new shareholder approval. The new Directors' Remuneration Policy has not changed from the policy approved by shareholders at the Company's Annual General Meeting held on 27 June 2023.

RESOLUTION 13
Gives the directors the authority to allot new ordinary shares in the capital of the Company up to an aggregate nominal amount of £2,022,795 (representing 20,227,952 ordinary shares, such amount being equivalent to approximately 33% of the issued ordinary share capital (excluding shares held as treasury shares) as at 30 April 2026). The directors have no present intention to exercise this authority but consider it useful to have the flexibility it provides. This authority will expire on the date of the next annual general meeting or on 25 September 2027, whichever is earlier.

RESOLUTION 14 (Special Resolution)
Where the directors wish to allot new ordinary shares for cash, company law requires that these shares are offered first to the Company's existing shareholders, in proportion to their existing holdings (known as 'pre-emption rights'). The directors consider it desirable to have the flexibility to respond to market developments and to enable allotments to take place to finance business opportunities or otherwise raise capital without making a pre-emptive offer to existing shareholders. This can only be done under company law where shareholders have first waived their pre-emption rights. The purpose of resolution 14 is therefore to enable shareholders to waive their pre-emption rights. Resolution 14 gives the directors the authority to allot new shares (and to sell shares from treasury) on a non pre-emptive basis for cash up to an aggregate nominal amount of £612,968 (representing 6,129,682 ordinary shares, such amount being equivalent to approximately 10% of the issued ordinary share capital (excluding shares held as treasury shares) as at 30 April 2026). This authority will expire on the date of the next annual general meeting or on 25 September 2027, whichever is earlier.

The directors consider that it is in the best interests of the Company to seek authority to allot new shares (or to sell treasury shares) for cash other than in connection with a pre-emptive offer and this is in line with the authority sought by the Company in previous years. The directors will keep their position on this matter under review.

Unless otherwise authorised by shareholders, the UK Listing Rules do not permit the Company to issue shares for cash at a discount to the net asset value per share unless they are offered to existing shareholders first. This would be unchanged by resolutions 13 and 14.

As at 30 April 2026 (being the latest practicable date prior to the publication of this notice), the Company held 2,257,369 ordinary shares in treasury (representing approximately 3.68% of the Company's issued share capital excluding treasury shares).

ICG ENTERPRISE TRUST PLC Notice of Annual General Meeting 2026

---

ICG ENTERPRISE TRUST PLC Notice of Annual General Meeting 2026

RESOLUTION 15 (Special Resolution)

Renews the authority of the Company to make market purchases of up to 14.99% of the Company's issued ordinary share capital (the 'Buyback Authority').

The price paid for a share under the Buyback Authority will be at least 10 pence (being the nominal value of an ordinary share) and no more than the highest of (a) 5% above the average share price over the five business days preceding the date of the market purchase, (b) the price of the last independent trade in the Company's shares and (c) the highest current bid. These limits are in accordance with company law and the UK Listing Rules.

It is the Company's current intention to use the Buyback Authority to continue with its share buyback programmes. The Company operates two buyback programmes: a long-term programme, which the Board intends to operate at any discount to NAV; and an opportunistic programme, which is designed to take advantage of the Company's shares as an investment opportunity relative to the other opportunities available to the Company's investment manager. Since these programmes were announced, they have returned £79 million to shareholders in aggregate, with shares having been bought back at an average discount of 35.8% and increasing the NAV per Share by 73 pence. The Board also reviews the impact of the buybacks on the trading of the Company's shares. Since the introduction of these programmes, the Board has observed more liquidity and lower volatility in the Company's shares, which the Board believes is valuable to current and potential shareholders.

The Buyback Authority will expire at the conclusion of the next annual general meeting of the Company, or, if earlier, at the close of business on 25 September 2027. Shares repurchased may be cancelled or retained as treasury shares for future re-issue, resale, transfer or cancellation.

As at 30 April 2026 (being the latest practicable date prior to the publication of this notice), there were no warrants or options to subscribe for ordinary shares in the capital of the Company.

RESOLUTION 16 (Special Resolution)

Allows the calling of a general meeting (unless it is an annual general meeting) on not less than 14 clear days' notice. All annual general meetings will continue to be held on 21 clear days' notice. The directors will consider on a case by case basis whether the use of the flexibility offered by the shorter notice period for general meetings is merited, taking into account the circumstances, including whether the business of the meeting is time-sensitive and whether it is thought to be to the advantage of shareholders as a whole.

ATTENDANCE AT THE MEETING

Shareholders may attend the meeting in person. Shareholders are encouraged to monitor our website and also announcements via the London Stock Exchange for any updates to the meeting arrangements.

SHAREHOLDER ENGAGEMENT

The AGM gives the Board the opportunity to present the Company's performance and strategy to shareholders and to listen and respond to your questions. Your participation is important to us.

If you would like to ask the Board a question about the business of the meeting in advance of the AGM, please send it to the Company using the following email address: agm@icg-enterprise.co.uk. We will endeavour to respond to all such questions. Alternatively, if you attend the meeting you may ask questions during the course of the meeting in person.

Answers to common questions submitted in advance by email will be considered as to whether they apply to all shareholders and, if it is beneficial to make the answers publicly available, such answers will be published on the Company's website (www.icg-enterprise.co.uk/investors/shareholder-information/agm-and-general-meetings) as soon as practicable after the AGM.

APPOINTMENT OF PROXIES

If you cannot attend the meeting, you may appoint a proxy to attend, ask questions and vote on your behalf. You may appoint the Chair of the meeting or any other person (who need not be a member of the Company) to act as your proxy, although the proxy must attend the meeting to represent you. Appointing a proxy does not prevent you from attending and voting at the meeting yourself.

Details on how to appoint a proxy are set out on page 6 of this document.

---

NOTICE OF MEETING

Notice is hereby given that the Annual General Meeting (the 'AGM') of ICG Enterprise Trust plc (the 'Company') will be held at Procession House, 55 Ludgate Hill, London, United Kingdom, EC4M 7JW on 25 June 2026 at 3:30pm for the following purposes.

To consider and, if thought fit, pass resolutions 1 to 13 (inclusive) as ordinary resolutions.

1. To receive and adopt the Company's audited financial statements for the financial year ended 31 January 2026 and the reports of the directors and the auditor on those financial statements.
2. To declare a final dividend for the financial year ended 31 January 2026 of 12 pence per ordinary share in the capital of the Company.
3. To re-elect Jane Tufnell as a director of the Company.
4. To re-elect David Warnock as a director of the Company.
5. To re-elect Alastair Bruce as a director of the Company.
6. To re-elect Gerhard Fusenig as a director of the Company.
7. To re-elect Adiba Ighodaro as a director of the Company.
8. To re-elect Janine Nicholls as a director of the Company.
9. To re-appoint Ernst & Young LLP as auditors to the Company to hold office from the conclusion of the annual general meeting until the conclusion of the next general meeting at which financial statements are laid before the Company.
10. To authorise the Audit Committee of the Board to fix the remuneration of the Company's auditors.
11. To receive, adopt and approve the Directors' Remuneration Report for the financial year ended 31 January 2026 which appears on pages 45 and 46 of the Annual Report and Accounts for the financial year ended 31 January 2026 (other than the Directors' Remuneration Policy which appears on page 45 of the Annual Report and Accounts).
12. To approve the Directors' Remuneration Policy, the full text of which appears in the Directors' Remuneration Report for the financial year ended 31 January 2026 on page 45 of the Annual Report and Accounts for the financial year ended 31 January 2026.

Authority to allot shares

1. THAT, in substitution for all existing authorities but without prejudice to the exercise of any such authority prior to the passing of this resolution, the directors of the Company (the 'Directors') be and are hereby generally and unconditionally authorised, in accordance with section 551 of the Companies Act 2006 (the 'Act'), to exercise all the powers of the Company to allot ordinary shares of 10 pence each in the capital of the Company ('Shares') and to grant rights to subscribe for, or to convert any security into, Shares ('Rights'), up to an aggregate nominal amount of £2,022,795 (representing 20,227,952 Shares, such amount being equivalent to approximately 33% of the Company's issued ordinary Share capital (excluding Shares held as treasury shares) as at 30 April 2026) generally from time to time on such terms as the Directors may determine, such authority to expire at the conclusion of the next annual general meeting of the Company held after the passing of this resolution or, if earlier, at the close of business on 25 September 2027 (unless previously renewed, varied or revoked by the Company in general meeting), save that the Company may before such expiry make offers or enter into agreements which would or might require Shares to be allotted or Rights to be granted after such expiry and the Directors may allot Shares or grant Rights pursuant to any such offers or agreements as if the authority conferred by this resolution had not expired.

To consider and, if thought fit, pass resolutions 14 to 16 (inclusive) as special resolutions.

Disapplication of pre-emption rights

1. THAT, in substitution for all existing powers (but without prejudice to the exercise of any such power prior to the passing of this resolution) and subject to the passing of resolution 13 set out in the notice of the 2026 annual general meeting ('Resolution 13'), the directors of the Company (the 'Directors') be and are hereby generally and unconditionally authorised, pursuant to section 570 and section 573 of the Companies Act 2006 (the 'Act'), to allot, or make offers or agreements to allot, equity securities (as defined in section 560 of the Act) for cash pursuant to the authority conferred by Resolution 13, and/or by way of a sale of treasury shares for cash, as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this power:

a. shall be limited to the allotment of equity securities and the sale of treasury shares up to an aggregate nominal amount of £612,968 (representing 6,129,682 ordinary shares of 10 pence each in the capital of the Company, such amount being equivalent to approximately 10% of the issued ordinary share capital of the Company (excluding shares held as treasury shares) as at 30 April 2026); and
b. shall expire at the conclusion of the next annual general meeting of the Company held after the passing of this resolution or, if earlier, at the close of business on 25 September 2027 (unless previously renewed, varied or revoked by the Company in general meeting), save that the Company may before such expiry make offers and enter into agreements which would or might require equity securities to be allotted or treasury shares to be sold after such expiry and the Directors may allot equity securities or sell treasury shares pursuant to any such offers or agreements as if the power conferred by this resolution had not expired.

Authority to purchase shares

1. THAT, in substitution for any existing authority but without prejudice to the exercise of any such authority prior to the passing of this resolution, the Company be and is hereby generally and unconditionally authorised, for the purposes of section 701 of the Companies Act 2006 (the 'Act'), to make market purchases (within the meaning of section 693(4) of the Act) of its ordinary shares of 10 pence each in the capital of the Company on such terms and in such manner as the directors of the Company may from time to time determine (either for cancellation or for retention as treasury shares for future re-issue, resale, transfer or cancellation), provided that:

a. the maximum aggregate number of ordinary shares hereby authorised to be purchased is 9,188,394 or, if less, the number being 14.99% of the issued ordinary share capital of the Company (excluding shares held as treasury shares) immediately prior to the passing of this resolution;
b. the minimum price (excluding expenses) which may be paid for an ordinary share purchased pursuant to this authority shall be 10 pence (being the nominal value of an ordinary share);

ICG ENTERPRISE TRUST PLC Notice of Annual General Meeting 2026

---

c. the maximum price (excluding expenses) which may be paid for an ordinary share purchased pursuant to this authority shall be an amount equal to the highest of (a) 105% of the average middle market quotations for an ordinary share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the purchase is made, and (b) the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for a share on the London Stock Exchange at the time the purchase is carried out;

d. the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company held after the passing of this resolution or, if earlier, at the close of business on 25 September 2027, unless the authority is renewed, varied or revoked by the Company in general meeting prior to such time; and

e. the Company may, prior to the expiry of the authority hereby conferred, enter into a contract to purchase ordinary shares under such authority which will or may be completed or executed wholly or partly after such expiry, and may make a purchase of ordinary shares in pursuance of any such contract.

General meeting on a minimum 14 days' notice

1. THAT a general meeting (other than an annual general meeting) of the Company may be called on not less than 14 clear days' notice, provided that this authority shall expire at the conclusion of the next annual general meeting of the Company.

BY ORDER OF THE BOARD

Andrew Lewis

for and on behalf of ICG FMC Limited as Company Secretary

12 May 2026

ICG Enterprise Trust Plc

Company number: 01571089

Registered office:

Procession House

55 Ludgate Hill

London

EC4M 7JW

ICG ENTERPRISE TRUST PLC Notice of Annual General Meeting 2026

---

NOTICE OF MEETING: EXPLANATORY NOTES

Note 1: A member entitled to attend, speak and vote at the AGM may appoint one or more persons as his/her proxy to attend, speak and vote on his/her behalf at the AGM. A proxy need not be a member of the Company. If multiple proxies are appointed they must not be appointed in respect of the same shares. To be effective, the enclosed form of proxy, together with any power of attorney or other authority under which it is signed or a certified copy thereof, should be lodged at the office of the Company's Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY not later than 3:30pm on 23 June 2026 (or if the meeting is adjourned, no later than 48 hours (excluding any part of a day that is not a business day) before the time of any adjourned meeting). In view of this requirement, investors holding shares in the Company through the CT Individual Savings Account, CT General Investment Account, CT Lifetime Individual Savings Account, CT Junior Individual Savings Account, CT Junior Investment Account or the CT Child Trust Fund, should ensure that forms of direction are returned to Computershare Investor Services PLC not later than 3:30pm on 16 June 2026.

A member may appoint the Chair of the meeting or any other person to act as their proxy, although the proxy must attend the meeting to represent the member. The appointment of a proxy will not prevent a member from attending the meeting and voting if he/she so wishes. A member present in person or by proxy shall have one vote on a show of hands and on a poll every member present in person or by proxy shall have one vote for every ordinary share of which he/she is the holder.

To appoint more than one proxy, members will need to complete separate proxy forms specifying clearly on each proxy form how many shares the proxy is appointed in relation to. Additional proxy forms can be obtained from the Company's Registrar, Computershare, on 0370 889 4091 or +44(0) 370 889 4091 if you are calling from outside the UK. Lines are open 8:30am to 5:30pm Monday to Friday (excluding public holidays in England & Wales). A failure to specify the number of shares each proxy appointment relates to or specifying an aggregate number of shares in excess of those held by the member will result in the proxy appointment being invalid. Please indicate if the proxy instruction is one of multiple instructions being given. All proxy forms must be signed and should be returned together in the same envelope.

As an alternative to completing a hard copy proxy form, proxies may be appointed electronically – see further Notes 6, 7 and 8 below.

Note 2: A person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a 'Nominated Person') may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. The statements of the rights of members in relation to the appointment of proxies in Note 1 above do not apply to a Nominated Person. The rights described in that Note can only be exercised by registered members of the Company.

Note 3: As at 30 April 2026 (being the latest practicable date prior to the publication of this notice) the Company's issued share capital consisted of 63,554,192 ordinary shares carrying one vote each. The Company held 2,257,369 ordinary shares in treasury (representing approximately $3.68\%$ of the Company's issued share capital excluding treasury shares) and is not permitted to exercise voting rights in respect of those shares. Therefore the total voting rights in the Company as at 30 April 2026 were 61,296,823 votes.

Note 4: Any person holding $3\%$ or more of the total voting rights of the Company who appoints a person other than the Chair of the meeting as his/her proxy will need to ensure that both he/she and his/her proxy complies with their respective disclosure obligations under the UK Disclosure Guidance and Transparency Rules.

Note 5: Only those shareholders registered on the Register of Members of the Company as at 6:00pm on the day which is two business days before the day of the meeting (or, in the event of any adjournment, as at 6:00pm on the day which is two business days prior to the adjourned meeting) shall be entitled to attend in person or by proxy and vote at the AGM in respect of the number of shares registered in their name at that time. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend or vote (and the number of votes they may cast) at the AGM or any adjourned meeting.

Note 6: CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for this meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual, which is available to download from the Euroclear website (www.euroclear.com/CREST). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed (a) voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual.

The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID 3RAS0) by the latest time(s) for receipt of proxy appointments specified in the notice of meeting and determined by the timestamp applied to the message by the CREST Applications Host from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Note 7: As an alternative to completing the hard copy form of proxy a member may appoint the Chair, or any other person, as his or her proxy electronically using the online service at www.investorcentre.co.uk/eproxy. Your credentials for logging on are available on the front of your proxy form or (if applicable) within the email advising of the publication of this notice. For an electronic proxy appointment to be valid, the appointment must be received by Computershare Investor Services PLC no later than 3:30pm on 23 June 2026 (or, if the meeting is adjourned, no later than 48 hours (excluding any part of a day that is not a business day) before the time of any adjourned meeting).

ICG ENTERPRISE TRUST PLC Notice of Annual General Meeting 2026

---

Note 8: If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy appointment must be lodged by 3:30pm on 23 June 2026 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

Note 9: In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holders (the first-named being the most senior).

Note 10: A member of the Company which is a corporation may authorise a person or persons to act as its representative(s) at the AGM. In accordance with the provisions of the Companies Act 2006, each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company, provided that they do not do so in relation to the same shares.

Note 11: Voting on resolutions 1 to 16 will be conducted by way of a poll rather than a show of hands. As soon as practicable following the AGM, the results of the voting at the AGM and the numbers of proxy votes cast for and against and the number of votes actively withheld in respect of each of the resolutions will be announced via a Regulatory Information Service and placed on the Company's website at www.icg-enterprise.co.uk/investors/annual-general-meetings-agms.

Note 12: In accordance with section 319A of the Companies Act 2006, the Company must cause any question relating to the business being dealt with at the AGM put by a shareholder attending the meeting to be answered. No such answer need be given if:

a. to do so would:

i. interfere unduly with the preparation for the AGM; or
ii. involve the disclosure of confidential information;

b. the answer has already been given on a website in the form of an answer to a question; or
c. it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

As stated on page 3 of this document, if you would like to ask the Board a question about the business of the meeting in advance of the AGM, please send your query to the Company using the following email address: agm@icg-enterprise.co.uk. We will endeavour to respond to all such questions. Alternatively, if you attend the meeting you may ask questions during the course of the meeting in person.

Answers to common questions submitted in advance by email will be considered as to whether they apply to all shareholders and if it is beneficial to make the answers publicly available; such answers will be published on the Company's website (www.icg-enterprise.co.uk/investors/ shareholder-information/agm-and-general-meetings) as soon as practicable after the AGM.

Note 13: Shareholders should note that it is possible that, pursuant to requests made by shareholders of the Company under section 527 of the Companies Act 2006, the Company may be required to publish on a website a statement setting out any matter relating to (i) the audit of the Company's financial statements (including the Auditor's Report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual financial statements and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.

Note 14: A copy of this notice of meeting is available on the Company's website: www.icg-enterprise.co.uk, together with other information required by section 311A of the Companies Act 2006.

Note 15: The terms and conditions of appointment of the directors are available for inspection at the registered office of the Company during usual business hours on any weekday (except Saturdays, Sundays and public holidays) and will be available at the place of the AGM for a period of 15 minutes prior to and during the meeting. None of the directors has a service contract with the Company.

Note 16: You may not use any electronic address provided in this notice of meeting to communicate with the Company for any purposes other than those expressly stated.

Note 17: The Company will process personal data that shareholders provide to the Company, including the personal data of a shareholder's proxy if a proxy is appointed. Personal data includes all data provided by shareholders, or on behalf of shareholders, which relates to: (i) the shareholder, including name and contact details, the number of shares held, the votes that the shareholder casts and the shareholder's reference number; and (ii) any person who is appointed as a proxy by a shareholder via Form of Proxy or electronically, including their name and contact details.

The Company will also process personal data of shareholders and/or their proxy to the extent that shareholders or their proxy attend meetings held by the Company and the Company documents or makes a recording of these meetings, in which case personal data processed by the Company may include images and audio of the shareholder or their proxy which may be captured in the form of photographs and/or video and audio recordings.

Please note that if shareholders provide the personal data of a proxy, the Company requires the shareholder to communicate this privacy information to such proxy.

The Company and any third party to which it discloses the data (including the Company's Registrar) may process such data for the purposes of maintaining the Company's records, meeting management, managing corporate actions, fulfilling the Company's obligations to shareholders, fulfilling the Company's legal obligations and communicating with shareholders.

The Company's lawful basis for the processing described above, for the purposes described above, is that the processing is necessary in order for the Company to: (i) fulfil its legitimate interests; and (ii) comply with its legal obligations.

All of this data will be processed in accordance with the Company's privacy notice which can be accessed at www.icg-enterprise.co.uk/about-us/leadership-governance/policies-disclosures.

ICG ENTERPRISE TRUST PLC Notice of Annual General Meeting 2026

---

ICG
ENTERPRISE TRUST

ICG ENTERPRISE TRUST PLC
Procession House
55 Ludgate Hill
London
EC4M 7JW

Registered number: 01571089
www.icg-enterprise.co.uk