OCTOPUS APOLLO VCT PLC — AGM Information 2019

Jul 11, 2019

OCTOPUS APOLLO VCT PLC

(Registered in England No: 05840377)

RESOLUTIONS PASSED AT THE GENERAL MEETING OF Octopus Apollo VCT Plc (the "Company") held at 33 Holborn, London, EC1N 2HT on 11 July 2019

SPECIAL RESOLUTIONS

• ''3. That, in addition to existing authorities the directors of the Company be and hereby are empowered pursuant to Sections 570 and 573 of the Act to allot or make offers or agreements to allot equity securities (which expression shall have the meaning ascribed to it in Section 560(1) of the Act) for cash pursuant to the authority given pursuant to Resolution 1 or by way of a sale of treasury shares, as if Section 561(1) of the Act did not apply to such allotment, provided that the power provided by this Resolution 3 shall expire on the date falling 18 months from the date of the passing of this Resolution (unless renewed, varied or revoked by the Company in general meeting) and provided further that this power shall be limited to:
  • (a) the allotment and issue of Shares up to an aggregate nominal value of £10 million pursuant to offer(s) for subscription; and
  • (b) the allotment and issue of Shares up to an aggregate nominal value representing 20% of the issued Share capital, from time to time

where the proceeds may in whole or part be used to purchase Shares in the Company;

• ''4. That, in addition to existing authorities, the directors of the Company be and hereby are empowered pursuant to Sections 570 and 573 of the Act to allot or make offers or agreements to allot equity securities (which expression shall have the meaning ascribed to it in Section 560(1) of the Act) for cash pursuant to the authority given pursuant to Resolution 2 or by way of a sale of treasury shares, as if Section 561(1) of the Act did not apply to such allotment, provided that the power provided by this Resolution 4 shall expire on the date falling 18 months from the date of the passing of this Resolution (unless renewed, varied or revoked by the Company in general meeting) and provided further that this power shall be limited to the allotment and issue of Shares in connection with the Company's dividend reinvestment scheme;
• ''5. That, the Company be and hereby is empowered to make one or more market purchases within the meaning of Section 693(4) of the Act of its own Shares (either for cancellation or for the retention as treasury shares for future re-issue or transfer) provided that:
  • (a) the aggregate number of Shares which may be purchased shall not exceed 37.8 million Shares;
  • (b) the minimum price which may be paid per Share is the nominal value thereof;
  • (c) the maximum price which may be paid per Share is an amount equal to the higher of (i) 105% of the average of the middle market quotation per Share taken from the London Stock Exchange daily official list for the five business days immediately preceding the day on which such Share is to be purchased; and (ii) the amount stipulated by Article

5(6) of the Market Abuse Regulation;

• (d) the authority conferred by this Resolution 5 shall expire on the conclusion of the annual general meeting of the Company to be held in 2021 (unless renewed, varied or revoked by the Company in general meeting); and
• (e) the Company may make a contract to purchase Shares under the authority conferred by this Resolution prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of such Shares;
• ''6. That, subject to the sanction of the High Court the amount standing to the credit of the share premium account of the Company, at the date an order is made confirming such cancellation by the Court, be and hereby is cancelled; and
• ''7. That, subject to the sanction of the High Court the amount standing to the credit of the capital redemption reserve of the Company, at the date an order is made confirming such cancellation by the Court, be and hereby is cancelled.

Registered office 33 Holborn London EC1N 2HT

Murray Steele Chairman

Dated 11 July 2019