LITERACY CAPITAL PLC — Proxy Solicitation & Information Statement 2023

Apr 17, 2023

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek immediately your own personal financial advice from your independent financial adviser, stockbroker, bank manager, solicitor, accountant or from an appropriately qualified independent adviser authorised pursuant to the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all your Ordinary Shares in Literacy Capital plc (the "Company"), please send this document and the accompanying documents, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. However, such documents should not be distributed, forwarded or transmitted in or into the United States, Canada, Australia or Japan or into any other jurisdiction if to do so would constitute a violation of the relevant laws and regulations in such other jurisdiction.

International financial sanctions regimes, including those related to the ongoing war in Ukraine, may constrain the ability of Shareholders subject to such sanctions to exercise the rights attaching to their Ordinary Shares, including rights to vote, and to have those votes recognised by the Company. The Company's obligation to take into account the votes of its Shareholders will at all times remain subject to compliance with all applicable law and regulation.

LITERACY CAPITAL PLC

(an investment company within the meaning of Section 833 of the Companies Act 2006, incorporated in England and Wales with registered number 10976145)

NOTICE OF

THE ANNUAL GENERAL MEETING OF THE COMPANY

This document should be read as a whole. Your attention is drawn to the letter from the Chair of the Company which recommends you vote, as applicable, in favour of each of the Resolutions to be proposed at each AGM. Your attention is also drawn to the section of the Chair's letter entitled "Action to be Taken by Shareholders" on page 3 of this document.

The resolutions described in this document are conditional on Shareholder approval at the relevant annual general meeting of the Shareholders (the "AGM"). The Notice convening the AGM is set out at the end of this document.

Shareholders casting proxy votes online must do so by registering at www.signalshares.com and submitting their instructions by no later than 11.00 a.m. on 5 May 2023. Likewise, shareholders appointing a proxy via the CREST system, must ensure their instructions are received by 11.00 a.m. on 5 May 2023.

To be valid, any hard copy Forms of Proxy should be completed and returned to the Company's Registrars, Link Group, PXS1, Central Square, 29 Wellington Street Leeds, LS1 4DL as soon as possible and, in any event, so as to arrive not later than 11.00 a.m. on 5 May 2023. Completion of a Form of Proxy will not preclude you from attending and voting at the meeting in person if you wish. If you require hard copies of the Forms of Proxy, these may be obtained by contacting Link Group by email at shareholderenquiries@linkgroup.co.uk or by telephone on +44 (0) 371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. They are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales.

The definitions used in this Circular are set out on page 9.

---

2

CONTENTS

LETTER FROM THE CHAIR... 3
DEFINITIONS... 9
NOTICE OF ANNUAL GENERAL MEETING... 10

---

LETTER FROM THE CHAIR

LITERACY CAPITAL PLC

(an investment company within the meaning of Section 833 of the Companies Act 2006, incorporated in England and Wales with registered number 10976145)

NOTICE OF ANNUAL GENERAL MEETING

Directors
Paul Pindar (Chair)
Richard Pindar
Kevin Dady
Simon Downing
Rachel Murphy
Chris Sellers

Registered Office
3rd Floor, Charles House,
5-11, Regents Street,
St. James's,
London
SW1Y 4LR

• Independent, non-executive director
  ** Non-executive director

14 April 2023

Dear Shareholder,

Notice convening the Annual General Meeting

I am pleased to be writing to you with details of our annual general meeting (the "AGM"), which will be held at the Company's registered office on 10 May 2023 at 11.00 a.m.

Shareholders may attend the AGM, in person or by proxy, or if a corporation, by a duly appointed representative.

Voting on the resolutions to be proposed at the AGM will be conducted on a poll, rather than a show of hands. This means that Ordinary Shareholders will have one vote for each Ordinary Share held.

Exercise of rights attaching to Ordinary Shares

International financial sanctions regimes, including those related to the ongoing war in Ukraine, may constrain the ability of Shareholders subject to such sanctions to exercise the rights attaching to their Ordinary Shares, including rights to vote, and to have those votes recognised by the Company.

Accordingly, the Company's obligation to take into account the votes of its Shareholders will at all times remain subject to compliance with all applicable law and regulation.

Action to be taken by Shareholders

All holders of Ordinary Shares are recommended to complete and return their Form of Proxy in respect of the AGM to indicate how they wish to vote in relation to the resolutions. Completion and return of the Form of Proxy will not affect a Shareholder's right to attend and vote at the AGM.

Shareholders are requested to complete and return their Form of Proxy in respect of the AGM as soon as possible and in any event by not later than 11.00 a.m. on 5 May 2023. Details of how to complete and return the Forms of Proxy and of how to request hard copy Forms of Proxy are set out below under the heading "How to vote".

Where a Shareholder being a body corporate wishes to attend and vote at the AGMs, an appropriate letter of representation and suitable identification of the person nominated to represent the body corporate must be presented before each AGM.

Formal business of the AGM

In respect of the AGM, Resolutions 1 to 12 (inclusive) are proposed as ordinary resolutions. Resolutions 13 to 15 (inclusive) are proposed as special resolutions.

---

In order for an ordinary resolution to be passed, more than half of the votes cast must be in favour of the resolution. In order for a special resolution to be passed, at least three quarters of the votes cast must be in favour of the resolution.

In order for a quorum to be present at the AGM, it is necessary for there to be present in person, by corporate representative or by proxy, two or more Shareholders. If, within half an hour after the time appointed for the relevant AGM, a quorum is not present, then the AGM will stand adjourned to 11.00 a.m. on 24 May 2023.

At any adjourned meeting, those Shareholders present in person, by corporate representative or by proxy and entitled to vote will constitute a quorum. Forms of proxy will also be valid at any adjourned meeting.

An explanation of each of the resolutions is set out below:

Resolution 1– To receive and adopt the Report and Accounts

Resolution to receive the Report and Accounts, together with the relevant strategic report, Directors’ report, and auditor’s report.

The Directors are required to present the Report and Accounts for the nine months ended 31 December 2022, together with the strategic report, Directors’ report, and auditor’s report on those accounts, to the meeting at the AGM. These are contained in the Report and Accounts.

Resolution 2 – Directors’ remuneration report

Advisory resolution to approve the Directors’ remuneration report contained in the Report and Accounts.

The Directors’ remuneration report is set out on pages 31 to 32 of the Report and Accounts.

The Company’s independent non-executive Directors receive an annual fee appropriate for their responsibilities and time commitment but receive no other incentive programmes or performance-related emoluments. The Board does not intend to make any such pension contributions going forward. As Paul Pindar and Richard Pindar are both non-executive Directors of the Company, and Members of the Investment Manager, it has been agreed that neither will receive any remuneration from the Company.

Resolutions 3, 4, 5, 6, 7 and 8 – Re-election of Directors

In accordance with the provisions of the AIC Code and the Company’s Article of Association, all of the Directors are subject to annual re-election by Shareholders. Therefore, Paul Pindar, Richard Pindar, Simon Downing, Kevin Dady, Rachel Murphy and Christopher Sellers will seek re-election.

The Board believes that the Directors provide the Board with an appropriate balance of skills, experience, knowledge and diversity and that it is in the best interests of Shareholders that the Directors be re-elected. As explained in the corporate governance statement in the Report and Accounts, however, given the experience of the Directors as a collective and the minimal complexity of the Company’s business, size and recent listing, the Board has not carried out an internal or external evaluation of the performance of the Directors seeking re-election.

Each Director (other than Paul Pindar and Richard Pindar) continues to be independent in accordance with the principles for independence set out in the AIC Code.

Full biographies of all the Directors are set out on pages 24 to 25 of the Report and Accounts. They are also available on the Company’s website, www.literacycapital.com.

A short biography and a list of each Director’s contribution can be seen below.

Paul Pindar

Paul formerly served as CEO of Capita, which he co-founded in 1987 and grew from 33 people to 62,000 by his retirement in February 2014. Then, it had an enterprise value of £8.5 billion and was the 52nd most valuable listed UK company. He is also a founder investor and non-executive Chairman of Purplebricks, the UK’s largest online estate agency. Within three years, the business started trading, expanded internationally, and completed an IPO on AIM. Paul has served as Chairman of four other VC and PE-backed businesses since 2014. Paul is a member of the

4

---

Company's Audit Committee. As Chairman of the Investment Manager, Literacy Capital Asset Management LLP, Paul's role is focused on the Company and assisting its portfolio companies maximise their potential, whilst also assessing new investment opportunities. Paul is not deemed to be an independent director.

Richard Pindar

Non-executive Director of Literacy Capital plc and CEO of Literacy Capital Asset Management LLP Richard is ACA qualified with the ICAEW and has a background in investing, private equity and acting as a consultant to private equity owned businesses. He previously worked at Lonsdale Capital Partners, a lower midmarket private equity firm, and started his career in Transaction Services and M&A Corporate Finance at KPMG. Richard is a member of the Company's Audit Committee. As CEO of the Investment Manager, Literacy Capital Asset Management LLP, Richard's role is focused on the Company and assisting its portfolio companies maximise their potential, whilst also assessing new investment opportunities. Richard is not deemed to be an independent director.

Simon Downing

Independent Non-Executive Director of Literacy Capital plc, Simon, is the founder and Executive Chairman of Civica, which he created in 2000 with backing from Alchemy Partners. Since then, the business has grown to over 5,000 employees and operates in ten countries. It is one of the largest specialist software companies in Europe and is valued at more than £1 billion following its most recent private equity transaction led by Partners Group. He has been Chairman of four other private IT services businesses in the past six years and is current Chairman of Audiotonix Limited and Senior Non-Executive Director at Purplebricks Group plc. He was previously a Senior Adviser to OMERS Private Equity, which has more than $12 billion of private equity assets under management. Simon is the Chair of the Company's Management Engagement Committee and is a member of the Audit Committee.

Kevin Dady

Independent Non-Executive Director of Literacy Capital plc, Kevin, was formerly CEO and is currently Executive Chairman of IRIS, a large software business majority owned by Hg Capital, since December 2015. IRIS has grown significantly during his tenure, and he recently took it through a £1.3 billion private equity buyout. He was formerly Managing Director of the Professional Services division of Capita where, in nine years, he grew EBITDA from £50 million to £150 million. Kevin is a member of the Company's Management Engagement Committee and the Audit Committee.

Rachel Murphy

Independent Non-Executive Director of Literacy Capital plc, Rachel, is the founding Director of RJM Consulting, which works with public and private companies, providing consultancy services, corporate finance advice and coaching to board level executives. Previously, she was a member of the investment team at the private equity firm Alchemy Partners for six years. She has also been a non-executive of several private equity owned businesses and held finance roles at Diageo and Shell. Rachel is the Chair of the Company's Audit Committee and is a member of the Management Engagement Committee.

Christopher Sellers

Independent Non-Executive Director of Literacy Capital plc, Chris, is currently Group CEO of RCI Group and Chairman of Grayce which are both Literacy Capital plc portfolio companies. He formerly spent 12 years at Capita plc before leaving in January 2018 which included being a member of the Group Board as Head of Business Development as well as six years as Executive Sales Director. Prior to joining Capita, he spent 14 years as a consultant, Business Development Director and Managing Director, having originally trained as an engineer with Shell. Chris is a member of the Company's Management Engagement Committee and Audit Committee.

5

---

6

Resolutions 9 and 10 – Re-appointment and remuneration of auditor

The Companies Act requires a company to appoint an auditor for each financial year. Accordingly, Resolution 9 at the AGM proposes the re-appointment of Mazars LLP as Auditors of the Company until the conclusion of the Company's annual general meeting in 2024.

It is normal practice for a company's directors to be authorised to agree how much the Auditors should be paid. Accordingly, Resolution 10 at the AGM grants this authority to the Audit Committee.

AGM Resolution 11 – Dividend policy

A resolution to approve the Company's existing dividend policy. This is an advisory rather than a binding vote.

The Company's dividend policy is to achieve Shareholder returns through capital growth rather than income, subject to the Directors' discretion to pay dividends as an investment trust. The Company is not permitted to retain more than 15% of its income in any accounting period. Accordingly, to the extent required to maintain compliance with the investment trust rules, the Board's intention is to distribute any income in excess of this threshold by way of interim dividend without the need for prior approval of the Company's Shareholders, in accordance with the Company's Articles.

Shareholders should note that the dividend policy is not a profit forecast and if dividends are declared by the Board, they will only be paid to the extent permitted in accordance with the Companies Act.

AGM Resolution 12 – Authority to allot Ordinary Shares and Resolution 13 – Authority to disapply pre-emption rights in relation to Ordinary Shares

Resolution 12 is intended to renew the Company's existing authority to allot Ordinary Shares on a non-pre-emptive basis.

Accordingly, Resolution 13 at the AGM authorises the Board to allot Ordinary Shares generally and unconditionally in accordance with section 551 of the Companies Act up to an aggregate nominal value of £12,000, representing 20 per cent. of the issued Ordinary Share capital as at 13 April 2023, being the latest practicable date before the publication of this Notice.

Under the Companies Act, the Company is restricted from issuing shares on a non-pre-emptive basis unless permitted pursuant to a special resolution of the Company of the sort proposed in Resolution 13 at the AGM. Under Resolution 13, the Directors may only issue shares on a non-pre-emptive basis at a gross price which is at least equal to the latest published net asset value per existing Ordinary Share at the time of their issue. Taken together, these factors mean that the Directors must issue shares in a manner which enables investors to avoid dilution to the then prevailing net asset value attributable to their shares.

These authorities will expire (unless previously renewed, varied or revoked) on the conclusion of the 2024 annual general meeting of the Company (or, if earlier, at the close of business on 10 August 2024).

The Directors have no current intention to utilise the authorities granted under Resolutions 12 and 13. If granted, the authorities to allot Ordinary Shares on a non-pre-emptive basis pursuant to Resolutions 12 and 13 at the AGM will be in addition to the authority previously granted to the Directors to allot, grant rights to subscribe for, or otherwise convert securities into Ordinary Shares with an aggregate nominal of £3,000 (or, if less, 5 per cent. of the aggregate value of the Company's issued share capital) which was granted in connection with the issue of warrants to certain members and/or employees of the Investment Manager at the time of the Company's IPO.

As at the date of this Notice, no shares are held by the Company in treasury.

AGM Resolution 14 – Market purchase of own ordinary shares

Resolution 14 at the AGM is a special resolution that will grant the Company authority to make market purchases of up to 8,994,000 of its own Ordinary Shares, representing 14.99 per cent. of the Ordinary Shares in issue as at 13 April 2023 (being the latest practicable date prior to publication of the Notice of AGM). Any Ordinary Shares bought back will either be cancelled or placed into treasury at the determination of the Directors.

---

The maximum price which may be paid per Ordinary Share is the higher of: (i) 5 per cent. above the average of the middle market value of an Ordinary Share of the Company for the five business days immediately preceding the day of purchase; and (ii) the higher of the price of the last independent trade of an Ordinary Share and the highest current independent purchase bid for an Ordinary Share. The minimum price which may be paid for each Ordinary Share is £0.001.

The Directors do not currently have any intention of exercising the authority granted by this resolution. The Directors may exercise the authority granted under this resolution if they consider it to be likely to promote the success of the Company for the benefit of its members as a whole, which may include addressing any significant imbalance between the supply and demand for the Company's Ordinary Shares and to manage a discount to net asset value at which the Ordinary Shares trade. Purchases would be made in accordance with the provisions of the Companies Act.

The Board is aware that certain shareholder voting advisory services oppose resolutions granting a general authority to undertake share buy-backs, however, as explained in the AIC's July 2020 note titled 'Controlling discounts and increasing shareholder value,' the use of share buy-backs by closed-ended investment companies differs from the use of such buy-backs by trading companies.

As stated above, purchases will only be made in circumstances where doing so would be accretive to existing shareholders. The Board recognises their duty under the AIC Code to monitor the Company's share price and to take action to address discounts to NAV. The Company's shares consistently traded at a premium for most of the first 18 months following admission to the London Stock Exchange in June 2021. We are aware that whilst the Company's investment performance and NAV growth has been strong, its share price since late 2022 has not kept pace. While the Company's share price has strongly outperformed the market since listing and its discount is currently narrower than many of its peers, the Board is monitoring the situation closely and will take action to buy-back shares, if it feels this is in shareholders' best interests. To-date, the Board has not exercised the general authority for the Company to purchase its own shares.

The Board adopts a conservative approach to discount management and will only undertake purchases after careful consideration and in consultation with advisers to ensure that doing so would benefit long-term shareholders. The Board will also have regard to the Company's investment trust status when making any repurchase.

The Board believes that share buy-backs are an appropriate mechanism to control discount volatility, and that investment company shareholders understand and support the use of buybacks by investment company boards as such has been shown to help deliver shareholder value. Accordingly, the Board recommends that Shareholders vote in favour of Resolution 14.

This authority shall expire (unless previously reviewed, varied or reworked) on the conclusion of the 2024 annual general meeting of the Company (or, if earlier, at the close of business on 10 August 2024) when a resolution to renew the authority will be proposed.

Resolution 15 – Notice Period for General Meetings

A resolution to approve the calling of general meetings of the Company (other than an annual general meeting) on 14 clear days' notice.

The notice period required by the Companies Act for general meetings of the Company is 21 clear days unless (i) shareholders agree to a shorter notice period and (ii) the Company has met the requirements for electronic voting under the Companies (Shareholders' Rights) Regulations 2009. Annual general meetings must always be held on at least 21 clear days' notice.

The Directors confirm that the shorter notice period would not be used as a matter of routine, but only where flexibility is merited by the business of the meeting, the resolutions are time-sensitive, and it is thought to be to the advantage of shareholders as a whole. An electronic voting facility will be made available to all shareholders for any meeting held on such notice. The approval will be effective until the Company's 2024 annual general meeting, when it is intended that a similar resolution will be proposed.

How to vote

Shareholders are being asked to vote at the AGM as the Resolutions require approval in accordance with the Articles and/or the Companies Act, or each of them (as applicable).

7

---

The Articles allow holders of Ordinary Shares to attend and vote at the AGM. Shareholders may cast proxy votes online by registering at www.signalshares.com. Shareholders will need to log in and select the 'Vote Online Now' link. You will require your username and password in order to log in and vote. If you have forgotten your username or password, you can request a reminder via the shareholder portal. If you have not previously registered to use the portal, you will require your investor code which can be found on your share certificate. Proxy votes should be submitted as early as possible and, in any event, by no later than 11.00 a.m. on 5 May 2023. If you hold your shares in CREST, you may appoint a proxy via the CREST system (see notes 9 to 11 below). Likewise, if you appoint a proxy electronically, your proxy appointment must be received by 11.00 a.m. on 5 May 2023. If you hold your shares through a nominee service, please contact the nominee service provider regarding the process for appointing a proxy.

The Company will not be sending hard copies of the Form of Proxy. If you require hard copies of the Form of Proxy, these may be obtained by contacting Link Group by email at shareholderenquiries@linkgroup.co.uk or by telephone on +44 (0) 371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. They are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales.

Submission of a Proxy vote shall not preclude a member from attending and voting in person at the meeting in respect of which the proxy is appointed or at any adjournment thereof.

Unless otherwise indicated on the Form of Proxy, CREST, or any other electronic voting instruction, the proxy will vote as they think fit or, at their discretion or withhold from voting.

Further, Shareholders should complete their proxy appointments in accordance with the instructions provided within this Circular, so as to be received by the Registrars no later than the time and date stipulated. The completion of a proxy appointment will not preclude you from attending the AGMs and voting in person if you wish to do so. Further details relating to voting by proxy are set out in the notes to the Notice of the AGM on pages 13 to 15 of this document.

Shareholders are urged to cast their proxy votes online or complete and return the Form of Proxy for the AGM in accordance with the instructions printed thereon and to vote in favour of the Resolutions.

Documents available for inspection

Copies of the following documents are available for inspection (i) at the registered office of the Company (which is also the place of the AGM) during normal business hours of any Business Day (Saturdays, Sundays and public holidays excepted) until the conclusion of the Annual General Meeting, and at www.literacycapital.com (which can be downloaded in PDF format):

• the Report and Accounts and Financial Statements for the nine months ended 31 December 2022; and
• this document.

A copy of this document has been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/a/nsm/nationalstoragemechanism.

Further copies of this document may be obtained, free of charge, from the registered office of the Company.

Recommendation

In the opinion of the Directors, each of the resolutions to be proposed at the AGM is in the best interests of the Company and Shareholders as a whole. Accordingly, the Directors unanimously recommend that shareholders vote in favour of the Resolutions proposed at the AGM as the Directors intend to do in respect of their own beneficial holdings of Ordinary Shares, which amount to approximately 43.9 per cent. of the issued Ordinary Shares of the Company.

Yours sincerely

Paul Pindar

Chair

---

DEFINITIONS

The following definitions apply throughout this document, unless the context requires otherwise:

"AIC Code" the AIC Code of Corporate Governance.

"AGM" the annual general meeting of the Company to be held on 10 May 2023 at 11.00 a.m. or any adjournment thereof.

"Articles" the articles of association of the Company in force from time to time.

"Auditors" Mazars LLP.

"Board" or "Directors" the directors of the Company.

"Business Day" any day (other than a Saturday or Sunday) on which commercial banks are open for general business in London.

"Companies Act" the Companies Act 2006, as amended from time to time.

"Company" Literacy Capital PLC.

"Form of Proxy" the form of proxy accompanying this document for use by Shareholders in connection with the AGM.

"Investment Manager" Literacy Capital Asset Management LLP.

"net asset value" or "NAV" at any time, the net asset value of the Company in total, or (as the context requires) per Ordinary Share calculated in accordance with the Company's accounting policies.

"Ordinary Shares" ordinary shares of £0.001 each in the capital of the Company designated as Ordinary Shares.

"Registrars" Link Group.

"Report and Accounts" The reported financial accounts and audited financial statements of the Company for the nine month period ending 31 December 2022.

"Resolutions" the ordinary resolutions and special resolutions to be proposed at the AGM as set out in the notice convening the AGM on pages 10 to 12 of this document.

"Shareholder" a registered holder of Ordinary Shares.

"UK" United Kingdom of Great Britain and Northern Ireland.

9

---

NOTICE OF ANNUAL GENERAL MEETING
LITERACY CAPITAL PLC
(the "Company")
(an investment company within the meaning of Section 833 of the Companies Act 2006, incorporated in England and Wales with registered number 10976145)

NOTICE IS HEREBY GIVEN that an Annual General Meeting of the Company will be held at the Company's registered office, 3rd Floor, Charles House, 5-11 Regent Street, St James's, London, United Kingdom, SW1Y 4LR on 10 May 2023 at 11.00 a.m. You will be asked to consider and vote on the resolutions below. Resolutions 1 to 12 will be proposed as ordinary resolutions. Resolutions 13 to 15 will be proposed as special resolutions.

ORDINARY RESOLUTIONS

Report and Accounts

1. To receive the reports of the Directors and the Auditors and the audited accounts for the nine month period ended 31 December 2022.

Directors' Remuneration Report

1. To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy), set out on pages 31 to 32 of the Report and Accounts for the nine month period ended 31 December 2022.

Re-election of Directors

1. To re-elect Paul Pindar as a Director of the Company.
2. To re-elect Richard Pindar as a Director of the Company.
3. To re-elect Simon Downing as a Director of the Company.
4. To re-elect Kevin Dady as a Director of the Company.
5. To re-elect Rachel Murphy as a Director of the Company.
6. To re-elect Christopher Sellers as a Director of the Company.

Auditors

1. To re-appoint Mazars LLP as Auditors of the Company to hold office until the conclusion of the next general meeting of the Company at which accounts are laid.
2. To authorise the Directors to determine the remuneration of the Auditors.

Dividend Policy

1. That the Company's existing dividend policy to achieve Shareholder returns through capital growth rather than income, and to maintain the Directors' discretion to pay all such amounts as interim dividends as may be necessary to ensure the Company's compliance with the requirements of the Investment Trust (Approved Company) (Tax) Regulations 2011 from time to time, be approved.

Directors' Authority to Allot Ordinary Shares

1. That the Directors be generally and unconditionally authorised pursuant to and in accordance with section 551 of the Act, in addition to the authority granted pursuant to Resolution 2 passed at the general meeting of the Company held on 15 June 2021, but in substitution for all other existing authorities, to exercise all the powers of the Company to allot ordinary shares of £0.001 each in the capital of the Company ("Ordinary Shares"), and to grant rights to subscribe for or to convert any security into Ordinary Shares for any purpose, up to an aggregate nominal amount of £12,000, (such amount representing not more than 20 per cent. of the aggregate nominal value of the issued share capital of the Company), such authority to apply until the end of the annual general meeting of the Company to be held in 2024 (or, if

10

---

earlier, until the close of business on 10 August 2024) (unless previously renewed, varied or revoked by the Company at a general meeting) but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require Ordinary Shares to be allotted or rights to subscribe for or convert securities into Ordinary Shares to be granted after the authority ends and the Board may allot Ordinary Shares or grant rights to subscribe for or convert securities into Ordinary Shares under any such offer or agreement as if the authority had not ended.

SPECIAL RESOLUTIONS

Disapplication of Pre-emption Rights

1. That, if Resolution 12 is passed, the Directors be given power, in addition to the authority granted pursuant to Resolution 4 passed at the general meeting of the Company held on 15 June 2021, but in substitution for all other existing authorities, to allot Ordinary Shares under the authority given by that resolution and/or to sell Ordinary Shares held by the Company as treasury shares as if section 561 of the Act did not apply to any such allotment or sale, such authority to be limited to the allotment of Ordinary Shares or sale of treasury shares up to the aggregate nominal amount of £12,000, provided that in the case of any Ordinary Shares allotted the issue price is no lower than the latest published net asset value per Ordinary Share (as calculated in accordance with the Company's policies existing from time to time), such authority to expire at the end of the annual general meeting of the Company to be held in 2024 (or, if earlier, at the close of business on 10 August 2024) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Market Purchase of Own Ordinary Shares

1. That the Company be and is hereby unconditionally and generally authorised for the purpose of section 701 of the Act to make market purchases (as defined in section 693 of the Act) of Ordinary shares of £0.001 each in the capital of the Company (the "Ordinary Shares") on such terms and in such manner as the Directors may determine provided that:

(a) the maximum number of Ordinary shares which may be purchased is 8,994,000 (such number representing not more than 14.99 per cent. of the aggregate nominal value of the issued share capital of the Company);

(b) the minimum price (exclusive of expenses) which may be paid for each Ordinary share is its nominal value;

(c) the maximum price (exclusive of expenses) which may be paid for an Ordinary share shall not be more than the higher of: (i) an amount equal to 105 per cent. of the average of the mid-market values for the Ordinary Shares, as derived from the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which the Ordinary Share is purchased; and (ii) an amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid for an Ordinary Share as derived from the London Stock Exchange Trading System the trading venue where the purchase is carried out;

(d) Ordinary Shares purchased pursuant to the authority conferred by this resolution shall be either (i) cancelled immediately upon completion of the purchase, or (ii) be held, sold, transferred or otherwise dealt with as treasury shares in accordance with the provisions of the Act

such authority to expire at close of business on 10 August 2024, or, if earlier, on the conclusion of the annual general meeting of the Company to be held in 2024 (unless previously renewed, varied or revoked by the Company at a general meeting) but, in each case, during this period the Company may enter into a contract to purchase Ordinary Shares which would, or might, be completed or executed wholly or partly after the authority ends and the Company may purchase Ordinary Shares pursuant to any such contract as if the authority had not ended.

11

---

Notice period for general meetings, other than an annual general meeting

1. That, with effect until on the conclusion of the annual general meeting of the Company to be held in 2024, a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

By order of the Board

Literacy Capital Asset Management LLP
in its capacity as Company Secretary
Date 14 April 2023
Registered Office: 3rd Floor, Charles House, 5-11 Regent Street, St James's, London, United Kingdom, SW1Y 4LR

12

---

13

Notes:

1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended) and section 360B(2) of the Companies Act, only those shareholders registered in the register of members of the Company at 6.00 p.m. on 5 May 2023 (or, in the event of any adjournment, at 6.00 p.m. on the day which is two days prior to the adjourned meeting) shall be entitled to attend and vote at the Annual General Meeting (the "AGM"). Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the AGM.

Proxy Voting

1. Holders of Ordinary Shares are entitled to attend and vote at the AGM convened by this Notice and are entitled to appoint one or more proxies to attend, speak, and vote in their place. A proxy need not be a member of the Company. The appointment of a proxy will not prevent a member from subsequently attending and voting at the meeting in person.

2. To be effective, the instrument appointing a proxy and any power of attorney or other authority under which it is executed (or a duly certified copy of such power of attorney) must be received at the office of the Company's Registrar not less than 48 hours before the time specified for the holding of the AGM or any adjournment thereof or any meeting for taking a poll or such later time as the Board may allow. In calculating such 48 hour period, no account shall be taken of any part of a day that is not a Business Day.

3. A proxy does not need to be a member of the Company. You may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you. To appoint more than one proxy, hard copy forms of proxy may be obtained by contacting Link Group on +44 (0) 371 664 0300. Overseas holders should contact Link Group on +44 (0) 371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales. If using a hard copy Form of Proxy, please indicate in the box next to the proxy holder's name, the number of shares in relation to which he or she is authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.

4. Shareholders can:

(a) vote electronically, either at www.signalshares.com, or via CREST where shares are held in CREST. Shareholders can vote either by:

(i) logging on to www.signalshares.com using the investor number which is on your share certificate and following the instructions ("Electronic Filing");

(ii) in the case of CREST members who hold shares in uncertificated form, utilising the CREST electronic proxy appointment service in accordance with the procedures set out in note 9-11 ("CREST Proxy Instruction"); or

(b) appoint a proxy and give proxy instructions by returning a form of proxy by post (see notes 6 and 7 below). To obtain a hard copy form of proxy ("Form of Proxy") Shareholders should contact the Company's Registrars, Link Group ("Registrars"), by telephoning 0371 664 0300 if calling from the United Kingdom, or +44 (0) 371 664 0300 if calling from outside of the United Kingdom, or email Link at shareholderenquiries@linkgroup.co.uk. Calls will be charged at local rate. Calls outside the United Kingdom will be charged at the applicable international rate. The lines are open between 9.00 a.m. - 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales.

Appointment of proxies by post

1. To be valid, any form of proxy, or other instrument appointing a proxy must be received by post or (during normal business hours only) by hand at Link Group at PXS1, Central Square, 29 Wellington Street Leeds, LS1 4DL no later than 11.00 a.m. on 5 May 2023.

2. In the case of a shareholder which is a corporation, the form of proxy must be executed by a duly authorised person or under its common seal or in any other manner authorised by its constitution. The power of attorney or authority (if any) should be returned with the form of proxy.

Appointment of proxies electronically

1. Shareholders may appoint a proxy electronically by visiting www.signalshares.com and emailing shareholderenquiries@linkgroup.co.uk. You will be asked to enter your username and password in order to log in and vote. If you have forgotten your username or password, you can request a reminder via the shareholder portal. If you have not previously registered to use the portal, you will require your investor code which can be found on your share certificate. Proxy votes should be submitted as early as possible and, in any event, by no later than 11.00 a.m. on 5 May 2023.

2. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

---

1. In order for a proxy appointment 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 UK & International Limited's specifications and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com). The message, regardless of whether it constitutes the appointment of a proxy or is 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 Company's registrars (ID: RA10) by the latest time(s) for receipt of proxy appointments specified in note 8 above. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application 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.

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

Changing proxy instructions

1. Shareholders may change proxy instructions by submitting a new proxy appointment using the methods set out above. Please note that the cut-off time for receipt of proxy appointments (see above) also applies in relation to amended instructions. Any amended proxy appointment received after the relevant cut-off time will be disregarded.

2. Where you have appointed a proxy and would like to change the instructions, please contact Link Group on +44 (0) 371 664 0300.

3. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

Terminating your proxy appointment

1. Shareholders may terminate a proxy instruction but to do so you will need to inform the Company in writing by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Link Group at PXS1, Central Square, 29 Wellington Street Leeds, LS1 4DL or by registering the revocation of your proxy appointment at shareholderenquiries@linkgroup.co.uk.

2. The revocation notice must be received by Link Group no later than 11.00 a.m. on 5 May 2023. If you attempt to revoke your proxy appointment but the revocation is received after the time specified, your original proxy appointment will remain valid unless you attend the AGM and vote in person.

Appointment of proxies by joint holders

1. 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 holding (the first-named being the most senior).

Corporate representatives

1. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

Nominated Persons

1. Any person to whom this Notice is sent who is a person nominated under section 146 of the Act 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. Nominated Persons are advised to contact the shareholder who nominated them for further information on this and the procedure for appointing any such proxy.

2. 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. Such Nominated Persons are advised to contact the shareholders who nominated them for further information on this.

Procedural Requirements and Quorum

1. If within 30 minutes from the time appointed for the AGM a quorum of Shareholders is not present, then the meeting shall stand adjourned to 11.00 a.m. on 24 May 2023. At such adjourned meeting the Shareholders present in person or by proxy shall constitute a quorum, whatever their number.

2. To have the right to attend and vote at the AGM, a person must have his/her name entered on the register of members by no later than close of business on the date two days before the meeting. Changes to entries on the register after this time shall be disregarded in determining the rights of any person to attend or vote at the AGM.

14

---

1. To be passed, the ordinary resolutions each require the approval of a simple majority of the Shareholders present and voting (in person, by duly authorised representative or by proxy) at the AGM. To be passed, the special resolutions each require the approval of not less than 75 per cent. of Shareholders present and voting (in person, by duly authorised representative or by proxy) at the AGM.

Total Voting Rights

1. To allow effective constitution of the AGM, if it is apparent to the Chair that no Shareholders will be present in person or by proxy, other than by proxy in the Chair's favour, then the Chair may appoint a substitute to act as proxy in his stead for any Shareholder, provided that such substitute proxy shall vote on the same basis as the Chair.

2. As at 13 April 2023 (the latest practicable date prior to the publication of this document), the Company's issued share capital consisted of 60 million Ordinary Shares (none of which are held in treasury) carrying one vote each and, therefore, the total number of voting rights in the Company as at 13 April 2023 was 60 million.

Right to ask questions

1. Under section 319A of the Act, any member attending the AGM has the right to ask questions at the AGM relating to the business of the AGM. The Company must cause to be answered any such question relating to the business being dealt with at the AGM but no such answer need be given if (a) to do so would interfere unduly with the preparation for the AGM or 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 AGM that the question be answered.

Communication

1. Any electronic address provided either in this Notice or any related documents may only be used for the limited purposes specified herein and not to communicate with the Company by electronic means or for any other more general purpose.

2. Except as provided above, shareholders who have general enquiries about the AGM should use the following means of communication (no other methods of communication will be accepted):

(a) contacting the Registrar's online shareholder centre at shareholderenquiries@linkgroup.co.uk; or

(b) calling the Registrar's shareholder helpline on +44 (0) 371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 – 17:30, Monday to Friday excluding public holidays in England and Wales.

15

---

Black&Callow — c120195