OCTOPUS FUTURE GENERATIONS VCT PLC — AGM Information 2023

Dec 11, 2023

OCTOPUS FUTURE GENERATIONS VCT PLC

Resolutions passed, other than those as ordinary business, at the Annual General Meeting of Octopus Future Generations VCT plc held at 12 noon on 11 December 2023 at 33 Holborn, London, EC1N 2HT.

Special Business

Resolution 8 (ordinary resolution)

THAT the Directors of the Company be and hereby are 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 up to a maximum of 57,766,004 Ordinary shares in the Company ('Shares') (representing approximately 120% of the Shares in issue as at 17 October 2023), provided that the authority conferred by this Resolution shall expire on the date falling 15 months from the date of the passing of this Resolution or, if earlier, at the conclusion of the Annual General Meeting of the Company to be held in 2024 save that this authority shall allow the Company to make, before the expiry of this authority, any offers or agreements which would or might require Shares to be allotted or rights to be granted after such expiry and the Directors may allot Shares in pursuance of any such offer or agreement notwithstanding the expiry of such authority.

Resolution 9 (special resolution)

THAT conditional upon the passing of Resolution 8 above the Directors of the Company be and hereby are empowered pursuant to Section 571 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 granted by Resolution 8 above, as if Section 561 of the Act did not apply to any such allotment and so that: (a) reference to allotment of equity securities in this Resolution shall be construed in accordance with Section 560(2) of the Act; and (b) the power conferred by this Resolution shall enable the Company to make any offer or agreement before the expiry of the said power which would or might require equity securities to be allotted after the expiry of the said power and the Directors may allot equity securities in pursuance of any such offer or agreement notwithstanding the expiry of such power. The power provided by this Resolution shall expire on the date falling 15 months from the date of the passing of this Resolution or, if earlier, at the conclusion of the Annual General Meeting of the Company to be held in 2024.

Resolution 10 (special resolution)

THAT the Company be and is hereby generally and unconditionally authorised to make one or more market purchases (within the meaning of s693(4) of the Act) of Shares provided that:

(a) the maximum number of Shares so authorised to be purchased shall not exceed 7,215,936 Shares, representing approximately 14.99% of the present issued Shares as at the date of this notice;

(b) the minimum price which may be paid for a Share shall be its nominal value;

(c) the maximum price, exclusive of expenses, which may be paid for a Share is an amount equal to the higher of:

• (i) 105% of the average of the middle market quotation for a Share taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the Share is contracted to be purchased; and
• (ii) the amount stipulated by Article 5(6) of the Market Abuse Regulation;

(d) the authority conferred by this Resolution shall (unless previously renewed, varied or revoked in general meeting) expire on the date falling 15 months after the passing of this Resolution or, if earlier, at the conclusion of the Annual General Meeting of the Company to be held in 2024; and

(e) the Company may enter into a contract to purchase its Shares under this authority prior to the expiry of this authority which will or may be executed wholly or partly after the expiry of this authority and the Company may make a purchase of its Shares in pursuance of any such contract.

Resolution 11 (special resolution)

THAT the Articles of Association of the Company be amended to increase the limit on the maximum aggregate remuneration permitted to be paid to Directors from £125,000 to £175,000 per annum by replacing the figure "£125,000" appearing in Article 102 with "£175,000".

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For Octopus Company Secretarial Services Limited Company Secretary