THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about the action to be taken, you should immediately consult your bank manager, stockbroker, solicitor, accountant or other independent financial adviser authorised pursuant to the Financial Services and Markets Act 2000 if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are outside the United Kingdom.

If you have sold or otherwise transferred all of your Shares in the Titan VCTs, please send this document and accompanying Form(s) of Proxy, as soon as possible, to the purchaser or transferee or to the stockbroker, independent financial adviser or other person through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Howard Kennedy Corporate Services LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Titan VCTs and no one else and, subject to the responsibilities and liabilities imposed by FSMA, will not be responsible to anyone other than the Titan VCTs for providing the protections afforded to clients of Howard Kennedy or for providing advice to any other person in relation to the contents of this document or on any other matter referred to in this document.

Octopus Titan VCT 1 plc

(Registered in England and Wales with registered number 06397764)

Octopus Titan VCT 2 plc

(Registered in England and Wales with registered number 06397765)

Octopus Titan VCT 3 plc

(Registered in England and Wales with registered number 06523078)

Octopus Titan VCT 4 plc

(Registered in England and Wales with registered number 07035434)

Octopus Titan VCT 5 plc

(Registered in England and Wales with registered number 07406399)

Recommended proposals relating to:

authorities to allot Ordinary Shares;
the adoption by the Titan VCTs of the Dividend Reinvestment Schemes;
the cancellation of the Titan VCTs' share premium accounts; and
an amendment to Titan 1‐4's Articles.

Notices of the General Meeting of Octopus Titan VCT 1 plc, to be held at 10.30 am on 17 October 2013, of Octopus Titan VCT 2 plc, to be held at 11.00 am on 17 October 2013 , Octopus Titan VCT 3 plc, to be held at 2.00 pm on 23 October 2013, Octopus Titan VCT 4 plc, to be held at 2.00 pm on 17 October 2013 and Octopus Titan VCT 5 plc, to be held at 10.30 am on 24 October 2013, in each case at 20 Old Bailey, London, EC4M 7AN to approve the Resolutions to effect the Proposals as set out at the end of this document.

To be valid, the Forms of Proxy accompanying this document for the General Meetings (and the power of attorney or other authority (if any) under which they are signed or a notarially certified or office copy of such power or authority) should be returned not less than 48 hours (excluding weekends and public holidays) before the meeting, either by post or by hand (during normal business hours only) to Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.

		Page
	EXPECTED TIMETABLES	3
PART I	RISK FACTORS	5
PART II	LETTER FROM THE CHAIRMEN OF THE TITAN VCTS	6
PART III	FURTHER DETAILS ON THE PROPOSALS	8
PART IV	ADDITIONAL INFORMATION	11
PART V	DEFINITIONS	20
	NOTICE OF GENERAL MEETINGS	22
FORMS OF PROXY – GENERAL MEETINGS		25

EXPECTED TIMETABLES

EXPECTED TIMETABLE FOR OCTOPUS TITAN VCT 1 PLC

Offer opens	3 September 2013
Latest time and date for receipt of Forms of Proxy for General Meeting	10.30 am on 15 October 2013
General Meeting	10.30 am on 17 October 2013
Deadline for receipt of applications for final allotment in 2013/14 tax year	12 noon on 5 April 2014
Deadline for receipt of applications for final allotment in 2014/15 tax year	12 noon on 2 September 2014
First Allotment	31 December 2013
Admission and dealings of New Shares expected to commence	within 10 Business Days of allotments
Cancellation of the Company's Share Premium Account	within 8 weeks of the closing of the Offer

EXPECTED TIMETABLE FOR OCTOPUS TITAN VCT 2 PLC

Offer opens	3 September 2013
Latest time and date for receipt of Forms of Proxy for General Meeting	11.00 am on 15 October 2013
General Meeting	11.00 am on 17 October 2013 (or as soon as reasonably practicable thereafter as the Titan 1 General Meeting has concluded or adjourned)
Deadline for receipt of applications for final allotment in 2013/14 tax year	12 noon on 5 April 2014
Deadline for receipt of applications for final allotment in
2014/15 tax year	12 noon on 2 September 2014
First Allotment	31 December 2013
Admission and dealings of New Shares expected to commence	within 10 Business Days of allotments
Cancellation of the Company's Share Premium Account	within 8 weeks of the closing of the Offer

EXPECTED TIMETABLE FOR OCTOPUS TITAN VCT 3 PLC

Offer opens	3 September 2013
Latest time and date for receipt of Forms of Proxy for General Meeting	2.00 pm on 21 October 2013
General Meeting	2.00 pm on 23 October 2013
Deadline for receipt of applications for final allotment in 2013/14 tax year	12 noon on 5 April 2014
Deadline for receipt of applications for final allotment in
2014/15 tax year	12 noon on 2 September 2014
First Allotment	31 December 2013
Admission and dealings of New Shares expected to commence	within 10 Business Days of allotments
Cancellation of the Company's Share Premium Account	within 8 weeks of the closing of the Offer

EXPECTED TIMETABLE FOR OCTOPUS TITAN VCT 4 PLC

Offer opens	3 September 2013
Latest time and date for receipt of Forms of Proxy for General Meeting	2.00 pm on 15 October 2013
General Meeting	2.00 pm on 17 October 2013
Deadline for receipt of applications for final allotment in 2013/14 tax year	12 noon on 5 April 2014
Deadline for receipt of applications for final allotment in
2014/15 tax year	12 noon on 2 September 2014
First Allotment	31 December 2013
Admission and dealings of New Shares expected to commence	within 10 Business Days of allotments
Cancellation of the Company's Share Premium Account	within 8 weeks of the closing of the Offer

EXPECTED TIMETABLE FOR OCTOPUS TITAN VCT 5 PLC

Offer opens	3 September 2013
Latest time and date for receipt of Forms of Proxy for General Meeting	10.30 am on 22 October 2013
General Meeting	10.30 am on 24 October 2013
Deadline for receipt of applications for final allotment in 2013/14 tax year	12 noon on 5 April 2014
Deadline for receipt of applications for final allotment in 2014/15 tax year	12 noon on 2 September 2014
First Allotment	31 December 2013
Admission and dealings of New Shares expected to commence	within 10 Business Days of allotments
Cancellation of the Company's Share Premium Account	within 8 weeks of the closing of the Offer

Note:

The dates set out in the expected timetable above may be adjusted by the Titan VCTs, in which event details of the new dates will be notified through the Regulatory News Service. The Boards reserve the right to issue New Shares under the Offer at any time following the receipt of valid applications.

PART I

RISK FACTORS

The risk factors set out below are those which are considered by the Directors to be material to the Proposals and the Titan VCTs as at the date of this document and which the Directors believe Shareholders should consider prior to deciding how to cast their votes at the General Meetings but are not the only risks in relation to the Proposals and the Titan VCTs. Additional risks and uncertainties relating to the Titan VCTs and/or the Proposals that are not currently known to the Directors or that the Directors do not currently consider to be material may also have a material adverse effect on the Titan VCTs and the market price of the Shares. Shareholders who are in any doubt about the action they should take should consult their stockbroker, bank manager, solicitor, accountant or other financial adviser without delay.

The value of Ordinary Shares can fluctuate and Shareholders may not get back the amount they invested.

The past performance of the Titan VCTs and the Manager is no indication of future performance.

Whilst it is the intention of the Boards that the Titan VCTs will continue to be managed so as to qualify as venture capital trusts, there can be no guarantee that such status will be maintained. Failure to continue to meet the qualifying requirements could result in Shareholders losing the tax reliefs available for venture capital trust shares, resulting in adverse tax consequences including, if the holding has not been held for the relevant holding period, a requirement to repay the tax reliefs obtained. Furthermore, should the Titan VCTs lose their venture capital trust status, dividends and gains arising on the disposal of Ordinary Shares would become subject to tax and the Titan VCTs would also lose its exemption from corporation tax on its capital gains.

The tax rules, or their interpretation, in relation to an investment in the Titan VCTs and/or the rates of tax may change during the life of the Titan VCTs and may apply retrospectively.

The level and basis of relief from taxation may change. The tax reliefs referred to in this document are those currently available and their value depends on the individual circumstances of Shareholders.

Venture capital trusts invest in private companies which may not produce the expected returns and investors could get back less than they invested. The value of a venture capital trust depends on the performance of the underlying assets. The value of the investment can rise and fall.

Dividends on the Ordinary Shares will depend on dividends from or other income and capital returns from the Titan VCTs' investments and the working capital requirements of the Titan VCTs. The income derived from the Ordinary Shares (if any) can go down as well as up.

In July 2013, HMRC issued a consultation paper, "Venture Capital Trusts share buy‐backs", which proposes restricting tax relief on subscription to a VCT after 5 April 2014, where, within 6 months, the investor had disposed of shares in that VCT, or a VCT with the same or similar investment management. If introduced, such proposals may lead to a restriction on income tax relief available to an investor subscribing for New Shares under the Offer if, within 6 months that investor had disposed of shares in another VCT managed by Octopus.

PART II

LETTER FROM THE CHAIRMEN OF THE TITAN VCTs

Registered Office: 20 Old Bailey London EC4M 7AN

3 September 2013

Dear Shareholder,

Recommended Proposals relating to:

authorities to allot Ordinary Shares;
the adoption by the Titan VCTs of the Dividend Reinvestment Schemes;
the cancellation of the Titan VCTs' share premium accounts; and
an amendment to Titan 1‐4's Articles

The purpose of this document is to explain the recommended Proposals listed above and to seek Shareholders' approval for the required authorities.

Overview

The recent special dividends delivered by Titan VCTs 1, 2 and 3, and the first interim dividend from Titan 4 are indications of the success of the Titan family of VCTs. Collectively, the five Boards are pleased with the progress of the funds, their performance to date and the potential for further performance in the future.

To optimise this future performance, Titan VCTs are proposing to raise up to £35 million of further capital to pursue these investment opportunities, in accordance with their respective published investment policies, with an over allotment facility of a further £15 million in aggregate ("the Offer"). This equates to a fundraise of £7 million per Titan VCT, with a further £3 million per Titan VCT if the over allotment facility is used.

These funds will be utilised to support both the existing Titan portfolios and to also take advantage of attractive conditions for making new investments. Within the existing Titan portfolios, a number of companies now require further funding to continue to achieve their growth ambitions, even where they have been very successful to date. To build big, valuable businesses, these companies need Octopus to continue to support them at each stage of their development – without this support, their ability to reach their business goals could be hindered or they could have to seek funding from elsewhere, which may ultimately limit the returns they deliver to the Titan VCTs and their shareholders. As well as these follow‐on investment opportunities, the fund managers at Octopus continue to see new investment prospects with good growth potential, which we as Boards are keen that they are able to fund in what is currently an attractive economic environment for early‐stage investing.

Additional Shares for early investment

Applicants whose valid application is received on or before 8 November 2013 will benefit from a reduction in the Octopus initial charge, equivalent to 1.5% of the investment amount. Applicants will receive this reduction in the form of additional New Shares, which will be paid for by Octopus.

As such, the conditions of the Offer and the full timetable are detailed in Part III of this Circular.

The Titan VCTs are also proposing to adopt Dividend Reinvestment Schemes (DRIS), under which Shareholders will be given the opportunity to automatically re‐invest future dividend payments by subscribing for new Ordinary Shares. This will allow participating Shareholders to re‐invest the growth in their shareholdings and, subject to personal circumstances, benefit from additional income tax reliefs.

At the General Meetings, Resolutions will be proposed to give the Directors the authority to allot Ordinary Shares under the Offer whilst disapplying pre‐emption rights and to allow Shareholders to have the right to elect to receive Ordinary Shares under the DRIS instead of a cash dividend. Some other issues will also be dealt with at the General Meetings, with Resolutions proposed so that each Titan VCT has the ability to cancel the share premium arising on the issue of its shares following the close of the Offer to create a pool of distributable reserves and to extend the date on which Shareholders vote as to whether Titan 1‐4 should continue as VCTs. These Resolutions are detailed in Part III of this Circular.

Action to be taken

Before taking any action, you are recommended to read the additional information set out in Parts III and IV of this document on pages 8 to 19.

At the end of this Circular, Shareholders will find the Forms of Proxy for use at the General Meetings. You are asked to complete and return the relevant Form of Proxy relating to the relevant General Meeting.

Whether or not you propose to attend the General Meetings, you are requested to complete and return the Forms of Proxy so that they are received not less than 48 hours (excluding weekends and public holidays) before any relevant General Meeting. Completion and return of a Form of Proxy will not prevent you from attending the meeting and voting in person should you wish to do so.

You are also invited to complete the Dividend Reinvestment Scheme Mandate form if you wish to take up the opportunity to automatically re‐invest future dividend payments.

Recommendation

Given the performance of the Titan portfolio companies to date and the investment opportunities that exist both within the portfolio and to add to it, the Boards believe that further fundraising at this time is important to the ongoing success of the Titan VCTs. The Boards believe that all the Proposals are in the best interests of the Shareholders as a whole and recommend to their respective Shareholders to vote in favour of the Resolutions. As detailed in Part III of this Circular, all of the Directors have committed to vote in favour of all of the Resolutions in respect of their own beneficial holdings.

Yours faithfully

Lewis Jarrett Chairman of Octopus Titan VCT 1 plc

John Hustler Chairman of Octopus Titan VCT 2 plc

Mark Hawkesworth Chairman of Octopus Titan VCT 3 plc

Gregor Michie Chairman of Octopus Titan VCT 4 plc

Jane O'Riordan Chairman of Octopus Titan VCT 5 plc

PART III

FURTHER DETAILS ON THE PROPOSALS

The approval of the adoption of the Dividend Reinvestment Schemes (DRIS) is required under the Articles.

The approval of the allotment of ordinary shares (for both the Offer and the DRIS), the cancellation of the Titan VCTs' share premium accounts and the amendments to Titan 1‐4s' Articles are required under the Companies Act 2006.

1. Offer for Subscription to raise up to £35,000,000 in aggregate by way on an issue of New Shares with an over allotment facility of a further £15,000,000 in aggregate

The Offer by each of the Titan VCTs, save in respect of Titan 5, is conditional upon Resolutions numbered 2, 3 and 5 being passed by that Titan VCT at its General Meeting and, in the case of Titan 5, upon Resolutions 2 and 3 being passed at its General Meeting, but is not conditional upon the Offer proceeding for any of the other Titan VCTs. If these resolutions are not passed by any of the Titan VCTs, the Offer for that Titan VCT only will lapse and all application monies will be returned.

Subscription monies will be applied equally between those Titan VCTs for which the Offer becomes unconditional. There is no minimum that must be raised in order for the Offer to proceed.

Applications have been made to the UK Listing Authority for the New Shares to be admitted to a premium listing on the Official List and the London Stock Exchange for the New Shares to be traded on the London Stock Exchange's main market for listed securities. The New Shares will be issued in registered form, will be freely transferable in both certificated and uncertificated form and will rank pari passu in all respects.

The Offer will open on 3 September 2013. The deadline for receipt of applications for final allotment in the 2013/14 tax year is noon on 5 April 2014 and the deadline for receipt of applications for final allotment in the 2014/15 tax year is noon on 2 September 2014.

Where applications are received for the 2013/2014 Offer, New Shares will be issued and allotted on or before 5 April 2014. For applications received for the 2014/2015 Offer, New Shares will be issued and allotted on or before 2 September 2014. We expect to make monthly allotments from 31 December 2013. Admission is expected to commence within 10 business days following such allotment.

Share certificates and certificates to enable investors to claim for income tax relief will be posted within 30 business days of allotment of the New Shares. No temporary documents of title will be issued. The dates may be adjusted by the Titan VCTs, and details of the new dates will be notified through the Regulatory News Service.

2. Dividend Reinvestment Scheme (DRIS)

An ordinary resolution will be proposed at the General Meetings for approval to allow Shareholders to have the right to elect to receive Ordinary Shares instead of a cash dividend.

The terms and conditions of each DRIS are set out in Annex I on pages 43 to 46. If you would like to participate in the DRIS in respect of some or all of those VCTs in which you hold Ordinary Shares, please complete the mandate forms set in Annex II on pages 47 to 48. You can cancel this instruction at any time.

3. Cancellation of share premium accounts

It is proposed that each Company has the ability to cancel the share premium arising on the issue of its shares to create a pool of distributable reserves.

4. Articles of Association

The articles of association of Titan 1, Titan 3 and Titan 4 state that, at their annual general meetings held in 2019, an ordinary resolution, in the case of Titan 1 and Titan 3 and a special resolution, in the case of Titan 4, must be proposed to the effect that those Titan VCTs be discontinued. The articles of association of Titan 2 state that, at its annual general meetings held in 2018, an ordinary resolution must be proposed to the effect that this Company be discontinued.

In view of the requirement to hold the New Shares for five years in order to retain the VCT income tax reliefs, it is proposed that, subject to Resolutions 2 and 3 being passed at the Titan 1‐4 General Meetings, their Articles be amended to extend these dates. It is proposed that Shareholders vote as to whether Titan 1‐4 should continue as VCTs at their annual general meetings to be held in 2020.

Titan 5 was incorporated in 2010 and its Articles provide for a discontinuation vote at its tenth annual general meeting and so there is no requirement to amend its Articles in this regard. The proposed Articles of Titan 1‐4 will be available for inspection during normal business hours on any day (Saturdays, Sundays and public holidays excepted) from the date of this document until the General Meetings of Titan 1‐4, at the registered office of Titan 1‐4 and at the offices of Howard Kennedy Corporate Services LLP, 19 Cavendish Square, London W1A 2AW. They will also be available at the Titan 1‐4 General Meetings for at least 15 minutes before and during those meetings.

5. Irrevocable Undertakings to vote in favour of the Resolutions

Lewis Jarrett, Andrew Boyle and Matthew Cooper, being directors of Titan 1, John Hustler, Mark Faulkner and Matthew Cooper, being directors of Titan 2, Mark Hawkesworth, David Bundred and Timothy Lebus, being directors of Titan 3, Gregor Michie, Lars McBride and Alexander Macpherson, being directors of Titan 4 and Jane O'Riordan, Stefan Cassar and Jo Oliver, being directors of Titan 5, have irrevocably undertaken to vote in favour of the Resolutions. This is in respect of their holdings of Ordinary Shares in the Titan VCTs representing 0.24%, 0.35%, 0.12%, 0.38% and 0.35% of the entire issued share capital of Titan 1, Titan 2, Titan 3, Titan 4 and Titan 5 respectively.

6. General Meetings

Notice of the General Meetings is set out at the end of this document. The Resolutions are as follows:

Resolution 1 to be proposed at the General Meetings – Approval of the Dividend Reinvestment Scheme

The Articles allow the Boards, with the prior authority of an ordinary resolution of the Titan VCTs and subject to such terms and conditions as the Boards may determine, to offer to any holders of Ordinary Shares the right to elect to receive Ordinary Shares, credited as fully paid, instead of the whole (or some part, to be determined by the Boards) of any cash dividend specified by the ordinary resolution.

Accordingly, an ordinary Resolution will be proposed at each of the General Meetings to approve the Dividend Reinvestment Schemes. The Resolution will require the approval of a simple majority of the votes cast. The authority conferred by this resolution will expire on the fifth anniversary of the date of the resolution (unless previously renewed, varied or revoked by the relevant Titan VCT in general meeting).

Resolution 2 to be proposed at the Titan General Meetings – Approval of the authority for the Directors to allot Ordinary Shares

This ordinary Resolution seeks the approval of Shareholders to authorise the Directors (under Section 551 of the Companies Act 2006) to allot Ordinary Shares up to an aggregate nominal value of £1,500,000 in Titan 1, £1,500,000 in Titan 2, £1,500,000 in Titan 3, £1,500,000 in Titan 4 and £1,500,000 in Titan 5. This represents 67.9% of the issued share capital of Titan 1, 67.6% of the issued share capital of Titan 2, 57.1% of the issued share capital of Titan 3, 51.7% of the issued share capital of Titan 4 and 74.9% of the issued share capital of Titan 5 as at 2 September 2013 (this being the latest practicable date prior to publication of this document).

The authority conferred by this resolution will expire at the conclusion of the annual general meeting of the Titan VCTs to be held in 2015 (unless previously renewed, varied or revoked by the relevant Titan VCT in general meeting).

Resolution 3 to be proposed at the General Meetings – Approval of the authority for the Directors to allot Ordinary Shares whilst disapplying pre‐emption rights

This special Resolution seeks the approval of Shareholders to disapply pre‐emption rights in respect of any Ordinary Shares issued under the authority contained in Resolution 2 above. The authority conferred by this resolution will expire at the conclusion of the annual general meeting of the Titan VCTs to be held on 2015 (unless previously renewed, varied or revoked by the relevant Company in general meeting).

Resolution 4 to be proposed at the General Meetings – Approval of the Cancellation of the Titan VCTs' Share Premium Accounts

The Boards consider it appropriate to obtain Shareholders' approval for the cancellation of the share premium account of the Titan VCTs to create (subject to Court approval) distributable reserves. A special resolution is, therefore, being proposed at each of the General Meetings to cancel each of the Titan VCTs' share premium accounts.

Resolution 5 to be proposed at the Titan 1‐ 4 General Meetings: Amendment to the Articles to extend the date of the continuation vote

This special Resolution seeks the approval of the Titan 1‐4 Shareholders to an amendment to the Articles of Titan 1‐4. This amendment extends the date on which Shareholders vote as to whether Titan 1‐4 should continue as VCTs to the Titan 1‐4 annual general meetings to be held in 2020.

The ordinary Resolutions require the approval of a simple majority of 50% of the votes cast in respect of them. The special Resolutions require the approval of 75% of the votes cast in respect of them.

PART IV

ADDITIONAL INFORMATION

1. Responsibility

The Directors, whose names appear in paragraph 3 below, accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

2. Share Capital

2.1 As at 2 September 2013 (being the latest practicable date prior to the publication of this document), the issued share capital of the Titan VCTs was as follows:

Class of Shares		Ordinary Shares
Octopus Titan VCT 1 plc	No. of Shares	22,094,277
	£	2,209,428
Octopus Titan VCT 2 plc	No. of Shares	22,178,437
	£	2,217,844
Octopus Titan VCT 3 plc	No. of Shares	26,266,713
	£	2,626,671
Octopus Titan VCT 4 plc	No. of Shares	29,038,954
	£	2,903,895
Octopus Titan VCT 5 plc	No. of Shares	20,013,790
	£	2,001,379

2.2 As at 2 September 2013 (being the latest practicable date prior to the publication of this document), no share or loan capital of the Titan VCTs was under option or had been agreed, conditionally or unconditionally, to be put under option, nor did the Companies hold any share capital in treasury.

3. Directors and their Interests

3.1 As at 2 September 2013 (being the latest practicable date prior to publication of this document), the interests of the Directors (and their respective immediate families) and the Manager and its directors and employees, in the issued share capital of Titan 1 were as follows:

Octopus Titan VCT 1 plc
Director		Ordinary Shares
		% of Ordinary
	Number	Share Capital
Lewis Jarrett	5,225	0.02%
Andrew Boyle	–	–
Matthew Cooper	47,012	0.21%

3.2 As at 2 September 2013 (being the latest practicable date prior to publication of this document), the interests of the Directors (and their respective immediate families) and the Manager and its directors and employees, in the issued share capital of Titan 2 were as follows:

Octopus Titan VCT 2 plc

Ordinary Shares
Number	% of Ordinary Share Capital
16,038	0.07%
15,000	0.07%
47,012	0.21%

3.3 As at 2 September 2013 (being the latest practicable date prior to publication of this document), the interests of the Directors (and their respective immediate families) and the Manager and its directors and employees, in the issued share capital of Titan 3 were as follows:

Octopus Titan VCT 3 plc

Director	Ordinary Shares
	Number	% of Ordinary Share Capital

Mark Hawkesworth	14,746	0.06%
David Bundred	3,113	0.01%
Timothy Lebus	14,746	0.06%

3.4 As at 2 September 2013 (being the latest practicable date prior to publication of this document), the interests of the Directors (and their respective immediate families) and the Manager and its directors and employees, in the issued share capital of Titan 4 were as follows:

Octopus Titan VCT 4 plc

Director	Ordinary Shares
		% of Ordinary
	Number	Share Capital
Gregor Michie	12,636	0.04%
Lars McBride	58,250	0.20%
Alexander Macpherson	38,330	0.13%

3.5 As at 2 September 2013 (being the latest practicable date prior to publication of this document), the interests of the Directors (and their respective immediate families) and the Manager and its directors and employees, in the issued share capital of Titan 5 were as follows:

Octopus Titan VCT 5 plc

Director	Ordinary Shares
	Number	% of Ordinary Share Capital
Jane O'Riordan	11,108	0.06%
Stefan Cassar	54,433	0.27%
Jo Oliver	4,317	0.02%

3.6 Each of the Directors has entered into a letter of appointment with the relevant Company of which they are a director, a copy of which is available for inspection at the address set out in paragraph 8 below of this Part IV, for the provision of their services as directors for the fees disclosed in paragraph 3.7 below. The agreements are terminable by either party giving at least three months' notice to the other, subject to retirement by rotation and earlier cessation for any reason under the Articles. There are no commission or profit sharing arrangements and no compensation is payable on termination of the agreements. No amounts have been put aside to provide pensions, retirement or similar benefits to any Directors.

3.7 The current annual remuneration of the Directors is as follows:

Octopus Titan VCT 1 plc
Director	Annual Fees
Lewis Jarrett	£20,000
Andrew Boyle	£15,000
Matthew Cooper	£7,500

Octopus Titan VCT 2 plc
Director	Annual Fees
John Hustler	£20,000
Mark Faulkner	£15,000
Matthew Cooper	£7,500

Octopus Titan VCT 3 plc
Director	Annual Fees

Mark Hawkesworth	£20,000
David Bundred	£15,000
Timothy Lebus	£15,000
Octopus Titan VCT 4 plc
Director	Annual Fees
Gregor Michie	£20,000
Alexander Macpherson	£15,000
Lars McBride	£15,000

Octopus Titan VCT 5 plc
Director	Annual Fees
Jane O'Riordan	£20,000
Stefan Cassar	£15,000
Jo Oliver	£15,000

The Fees relating to Alexander Macpherson and Jo Oliver are paid to Octopus. Fees paid in respect of the year ended 31 October 2012 were £42,500 (Titan 1), £42,500 (Titan 2), £50,000 (Titan 3), £50,000 (Titan 4) and £50,000 (Titan 5).

3.8 Save in respect of the agreements referred to in paragraphs 3.6, 5.2, 5.3, 5.6, 5.7, 5.10, 5.11, 5.14, 5.15 and 5.18, no Director has an interest in any transaction effected by any Titan VCTs since their incorporation which is or was unusual in its nature or conditions or significant to the business of the relevant Company or material to that Company.

4. Substantial Shareholders

4.1 The Titan VCTs are not aware of any person, not being a member of its administrative, management or supervisory bodies who, as at the date of this document, is directly or indirectly, interested in 3% or more of the issued share capital of the Titan VCTs and who is required to notify such interest in accordance with the Disclosure & Transparency Rules or who directly or indirectly controls any of the Titan VCTs.

5. Material Contracts

5.1 The following, together with the non‐executive director appointment letters referred to in paragraph 3.6 above, are (a) the only contracts, not being contracts entered into in the ordinary course of business, that have been entered into by the Titan VCTs within the two years preceding date of publication of this document and which are or may be material to the Titan VCTs, and (b) the only contracts, not being contracts entered into in the ordinary course of business, that have been entered into by the Titan VCTs at any time and which contain any provisions under which the Companies have any obligation or entitlement which are material to the Titan VCTs as at the date of this document.

Octopus Titan VCT 1 plc

5.2 A management agreement dated 2 November 2007 between Titan 1, Titan 2 and Octopus Ventures Limited as novated to the Manager by a deed of novation dated 19 October 2009 and as varied by a deed of variation dated 7 February 2013. The management agreement provides that the Manager will provide investment management services to Titan 1 in respect of its portfolio of qualifying investments in each case for an initial period of 5 years for a fee of 2% of the NAV on an annual basis. The management agreement may be terminated by either party giving 12 months prior notice in writing at any time on or after such initial five year period. The management agreement may also be terminated in circumstances of breach and certain other matters.
5.3 An administration agreement entered into on 2 November 2007 between Titan 1, Titan 2 and the Manager as varied by a deed of variation dated 7 February 2013 pursuant to which Octopus provides administration services to Titan 1 for a fee of 0.3% of the NAV on an annual basis. The agreement is terminable by either party in the event of a breach by the other party and certain other matters.

The above agreements provide for a performance incentive fee payable to Octopus which is 20% of the total return above 100 pence once the following hurdles have been met:

a total return of up to £1.30 per Ordinary Share (NAV plus dividends paid and any previously paid performance incentive fee) has been met; and
40 p of dividends per Ordinary Share have been paid.

These hurdles have now been met.

5.4 An offer agreement dated 7 February 2013 between Titan 1, the directors of Titan 1 and Howard Kennedy pursuant to which Howard Kennedy agreed to act as sponsor to Titan 1 in respect of the 2012/13 Offer and Octopus agreed to use reasonable endeavours to procure subscribers for Ordinary Shares under the 2012/13 Offer. Under the agreement Octopus is paid a fee of up to 5.5% and agreed to discharge all the costs of the 2012/13 Offer. Under this agreement certain warranties have been given by Titan 1, the directors of Titan 1 and the Manager to Howard Kennedy. Titan 1 has also agreed to indemnify Howard Kennedy in respect of its role as sponsor. The warranties and indemnity are in usual form for a contract of this type. The agreement can be terminated if any statement in the prospectus relating to the 2012/13 Offer is untrue, any material omission from that prospectus arises or any breach of warranty occurs.
5.5 An offer agreement dated 3 September 2013 between Titan 1, the directors of Titan 1 and Howard Kennedy pursuant to which Howard Kennedy agreed to act as sponsor to Titan 1 in respect of the Offer and Octopus agreed to use reasonable endeavours to procure subscribers for Ordinary Shares under the Offer. Under the agreement Octopus is paid a fee of up to 5.5% and agreed to discharge all the costs of the Offer. Under this agreement certain warranties have been given by Titan 1, the directors of Titan 1 and the Manager to Howard Kennedy. Titan 1 has also agreed to indemnify Howard Kennedy in respect of its role as sponsor. The warranties and indemnity are in usual form for a contract of this type. The agreement can be terminated if any statement in the prospectus relating to the Offer is untrue, any material omission from that prospectus arises or any breach of warranty occurs.

Octopus Titan VCT 2 plc

5.6 A management agreement dated 2 November 2007 between Titan 2, Titan 1 and Octopus Ventures Limited as novated to the Manager by a deed of novation dated 19 October 2009 and as varied by a deed of variation dated 7 February 2013. The management agreement provides that the Manager will provide investment management services to Titan 2 plc in respect of its portfolio of qualifying investments in each case for an initial period of 5 years for a fee of 2% of the NAV on an annual basis. The management agreement may be terminated by either party giving 12 months prior notice in writing at any time on or after such initial five year period. The management agreement may also be terminated in circumstances of breach and certain other matters.

5.7 An administration agreement entered into on 2 November 2007 between Titan 2, Titan 1 and the Manager as varied by a deed of variation dated 7 February 2013 pursuant to which Octopus provides administration services to Titan 2 for a fee of 0.3% of the NAV on an annual basis. The agreement is terminable by either party in the event of a breach by the other party and certain other matters.

The above agreements provide for a performance incentive fee payable to Octopus which is 20% of the total return above 100 pence once the following hurdles have been met:

a total return of up to £1.30 per Ordinary Share (NAV plus dividends paid and any previously paid performance incentive fee) has been met; and
40 p of dividends per Ordinary Share have been paid.

These hurdles have now been met.

5.8 An offer agreement dated 7 February 2013 between Titan 2, the directors of Titan 2 and Howard Kennedy pursuant to which Howard Kennedy act as sponsor to Titan 2 in respect of the 2012/13 Offer and Octopus agreed to use reasonable endeavours to procure subscribers for Ordinary Shares under the 2012/13 Offer. Under the agreement Octopus is paid a fee of up to 5.5% and agreed to discharge all the costs of the 2012/13 Offer. Under this agreement certain warranties have been given by Titan 2, the directors of Titan 2 and the Manager to Howard Kennedy. Titan 2 has also agreed to indemnify Howard Kennedy in respect of its role as sponsor. The warranties and indemnity are in usual form for a contract of this type. The agreement can be terminated if any statement in the prospectus relating to the 2012/13 Offer is untrue, any material omission from that prospectus arises or any breach of warranty occurs.
5.9 An offer agreement dated 3 September 2013 between Titan 2, the directors of Titan 2 and Howard Kennedy pursuant to which Howard Kennedy act as sponsor to Titan 2 in respect of the Offer and Octopus agreed to use reasonable endeavours to procure subscribers for Ordinary Shares under the Offer. Under the agreement Octopus is paid a fee of up to 5.5% and agreed to discharge all the costs of the Offer. Under this agreement certain warranties have been given by Titan 2, the directors of Titan 2 and the Manager to Howard Kennedy. Titan 2 has also agreed to indemnify Howard Kennedy in respect of its role as sponsor. The warranties and indemnity are in usual form for a contract of this type. The agreement can be terminated if any statement in the prospectus relating to the Offer is untrue, any material omission from that prospectus arises or any breach of warranty occurs

Octopus Titan VCT 3 plc

5.10 A management agreement dated 21 May 2008 between Titan 3 and the Manager as varied by a deed of variation dated 7 February 2013. The management agreement provides that the Manager will provide investment management services to Titan 3 in respect of its portfolio of qualifying investments in each case for an initial period of 5 years for a fee of 2% of the NAV on an annual basis. The management agreement may be terminated by either party giving 12 months prior notice in writing at any time on or after such initial five year period. The management agreement may also be terminated in circumstances of breach and certain other matters.

This agreement provides for a performance incentive fee payable to Octopus which is 20% of the total return above 100 pence once the following hurdles have been met:

a total return of up to £1.24 per Ordinary Share (NAV plus dividends paid and any previously paid performance incentive fee) has been met; and
32p of dividends per Ordinary Share have been paid.

These hurdles are reduced by any percentage increase in share capital by reference to future capital raisings (including the Offer as detailed in this document), rounded up to the nearest 1p, or increased further at the Directors discretion, subject to a maximum total return hurdle of up to £1.30 and maximum dividend hurdle of 40p.

5.11 An administration agreement entered into on 21 May 2008 pursuant to which Octopus provides administration services to Titan 3 for a fee of 0.3% of the NAV on an annual basis. The agreement is terminable by either party in the event of a breach by the other party and certain other matters.

5.12 An offer agreement dated 7 February 2013 between Titan 3, the directors of Titan 3 and Howard Kennedy pursuant to which Howard Kennedy act as sponsor to Titan 3 in respect of the 2012/13 Offer and Octopus agreed to use reasonable endeavours to procure subscribers for Ordinary Shares under the 2012/13 Offer. Under the agreement Octopus is paid a fee of up to 5.5% and agreed to discharge all the costs of the 2012/13 Offer. Under this agreement certain warranties have been given by Titan 3, the directors of Titan 3 and the Manager to Howard Kennedy. Titan 3 has also agreed to indemnify Howard Kennedy in respect of its role as sponsor. The warranties and indemnity are in usual form for a contract of this type. The agreement can be terminated if any statement in the prospectus relating to the 2012/13 Offer is untrue, any material omission from that prospectus arises or any breach of warranty occurs.
5.13 An offer agreement dated 3 September 2013 between Titan 3, the directors of Titan 3 and Howard Kennedy pursuant to which Howard Kennedy act as sponsor to Titan 3 in respect of the Offer and Octopus agreed to use reasonable endeavours to procure subscribers for Ordinary Shares under the Offer. Under the agreement Octopus is paid a fee of up to 5.5% and agreed to discharge all the costs of the Offer. Under this agreement certain warranties have been given by Titan 3, the directors of Titan 3 and the Manager to Howard Kennedy. Titan 3 has also agreed to indemnify Howard Kennedy in respect of its role as sponsor. The warranties and indemnity are in usual form for a contract of this type. The agreement can be terminated if any statement in the prospectus relating to the Offer is untrue, any material omission from that prospectus arises or any breach of warranty occurs

Octopus Titan VCT 4 plc

5.14 A management agreement dated 11 November 2009 between Titan 4 and the Manager as varied by a deed of variation dated 7 February 2013. The management agreement provides that the Manager will provide investment management services to Titan 4 in respect of its portfolio of qualifying investments in each case for an initial period of 5 years for a fee of 2% of the NAV on an annual basis. The management agreement may be terminated by either party giving 12 months prior notice in writing at any time on or after such initial five year period. The management agreement may also be terminated in circumstances of breach and certain other matters.

This agreement provides for a performance incentive fee payable to Octopus which is 20% of the total return above 100 pence once the following hurdles have been met:

a total return of up to £1.26 per Ordinary Share (NAV plus dividends paid and any previously paid performance incentive fee) has been met; and
32p of dividends per Ordinary Share have been paid.

5.15 An administration agreement entered into on 11 November 2009 pursuant to which Octopus provides administration services to Titan 4 for a fee of 0.3% of the NAV on an annual basis. The agreement is terminable by either party in the event of a breach by the other party and certain other matters.
5.16 An offer agreement dated 7 February 2013 between Titan 4, the directors of Titan 4 and Howard Kenned pursuant to which Howard Kennedy act as sponsor to Titan 4 in respect of the 2012/13 Offer and Octopus agreed to use reasonable endeavours to procure subscribers for Ordinary Shares under the 2012/13 Offer. Under the agreement Octopus is paid a fee of up to 5.5% and agreed to discharge all the costs of the 2012/13 Offer. Under this agreement certain warranties have been given by Titan 4, the directors of Titan 4 and the Manager to Howard Kennedy. Titan 4 has also agreed to indemnify Howard Kennedy in respect of its role as sponsor. The warranties and indemnity are in usual form for a contract of this type. The agreement can be terminated if any statement in the prospectus relating to the 2012/13 Offer is untrue, any material omission from that prospectus arises or any breach of warranty occurs.
5.17 An offer agreement dated 3 September 2013 between Titan 4, the directors of Titan 4 and Howard Kenned pursuant to which Howard Kennedy act as sponsor to Titan 4 in respect of the Offer and Octopus agreed to use reasonable endeavours to procure subscribers for Ordinary Shares under the Offer. Under the agreement Octopus is paid a fee of up to 5.5% and agreed to discharge all the costs of the Offer. Under this agreement

certain warranties have been given by Titan 4, the directors of Titan 4 and the Manager to Howard Kennedy. Titan 4 has also agreed to indemnify Howard Kennedy in respect of its role as sponsor. The warranties and indemnity are in usual form for a contract of this type. The agreement can be terminated if any statement in the prospectus relating to the Offer is untrue, any material omission from that prospectus arises or any breach of warranty occurs

Octopus Titan VCT 5 plc

5.18 A management agreement dated 30 November 2010 between Titan 5 and the Manager as varied by a deed of variation dated 7 February 2013. The management agreement provides that the Manager will provide investment management services, administration services and company secretarial services to Titan 5 in respect of its portfolio of qualifying investments in each case for an initial period of 5 years for a fee of 2.3% of the NAV on an annual basis. The management agreement may be terminated by either party giving 12 months prior notice in writing at any time on or after such initial five year period. The management agreement may also be terminated in circumstances of breach and certain other matters.

This agreement provides for a performance incentive fee payable to Octopus which is 20% of the total return above 100 pence once the following hurdles have been met:

a total return of up to £1.28 per Ordinary Share (NAV plus dividends paid and any previously paid performance incentive fee) has been met; and
32p of dividends per Ordinary Share have been paid.

5.19 An offer agreement dated 7 February 2013 between Titan 5, the directors of Titan 5 and Howard Kennedy pursuant to which Howard Kennedy act as sponsor to Titan 5 in respect of the 2012/13 Offer and Octopus agreed to use reasonable endeavours to procure subscribers for Ordinary Shares under the 2012/13 Offer. Under the agreement Octopus is paid a fee of up to 5.5% and agreed to discharge all the costs of the 2012/13 Offer. Under this agreement certain warranties have been given by Titan 5, the directors of Titan 5 and the Manager to Howard Kennedy. Titan 5 has also agreed to indemnify Howard Kennedy in respect of its role as sponsor. The warranties and indemnity are in usual form for a contract of this type. The agreement can be terminated if any statement in the prospectus relating to the 2012/13 Offer is untrue, any material omission from that prospectus arises or any breach of warranty occurs.
5.20 An offer agreement dated 3 September 2013 between Titan 5, the directors of Titan 5 and Howard Kennedy pursuant to which Howard Kennedy act as sponsor to Titan 5 in respect of the Offer and Octopus agreed to use reasonable endeavours to procure subscribers for Ordinary Shares under the Offer. Under the agreement Octopus is paid a fee of up to 5.5% and agreed to discharge all the costs of the Offer. Under this agreement certain warranties have been given by Titan 5, the directors of Titan 5 and the Manager to Howard Kennedy. Titan 5 has also agreed to indemnify Howard Kennedy in respect of its role as sponsor. The warranties and indemnity are in usual form for a contract of this type. The agreement can be terminated if any statement in the prospectus relating to the Offer is untrue, any material omission from that prospectus arises or any breach of warranty occur

6. Dilution

6.1 The existing issued Titan 1 Shares will represent 66.9% of the enlarged ordinary share capital of Titan 1 immediately following the Offer, assuming the Offer is fully subscribed in all the Titan VCTs at an Offer price for Titan 1 of 91.5p, and on that basis Titan 1 Shareholders who do not subscribe under the Offer will, therefore, be diluted by 33.1%.
6.2 The existing issued Titan 2 Shares will represent 67.0% of the enlarged ordinary share capital of Titan 2 immediately following the Offer, assuming the Offer is fully subscribed in all the Titan VCTs at an Offer price for Titan 2 of 91.5p, and on that basis Titan 2 Shareholders who do not subscribe under the Offer will, therefore, be diluted by 33.0%.
6.3 The existing issued Titan 3 Shares will represent 70.7% of the enlarged ordinary share capital of Titan 3 immediately following the Offer, assuming the Offer is fully subscribed in all the Titan VCTs at an Offer price for Titan 3 of 91.7p, and on that basis Titan 3 Shareholders who do not subscribe under the Offer will, therefore, be diluted by 29.3%.
6.4 The existing issued Titan 4 Shares will represent 73.2% of the enlarged ordinary share capital of Titan 4 immediately following the Offer, assuming the Offer is fully subscribed in all the Titan VCTs at an Offer price for Titan 4 of 94.1p, and on that basis Titan 4 Shareholders who do not subscribe under the Offer will, therefore, be diluted by 26.8%.
6.5 The existing issued Titan 5 Shares will represent 65.4% of the enlarged ordinary share capital of Titan 5 immediately following the Offer, assuming the Offer is fully subscribed in all the Titan VCTs at an Offer price for Titan 5 of 94.5p, and on that basis Titan 5 Shareholders who do not subscribe under the Offer will, therefore, be diluted by 34.6%.

7. Other

7.1 Titan 1 was incorporated and registered in England and Wales on 12 October 2007 with limited liability as a public limited company under the CA 1985 with its present name with registered number 06397764.
7.2 Titan 2 was incorporated and registered in England and Wales on 12 October 2007 with limited liability as a public limited company under the CA 1985 with its present name and with registered number 06397765.
7.3 Titan 3 was incorporated and registered in England and Wales on 4 March 2008 with limited liability as a public limited company under the CA 1985 with its present name and with registered number 06523078.
7.4 Titan 4 was incorporated and registered in England and Wales on 30 September 2009 with limited liability as a public limited company under the CA 1985 with its present name and with registered number 07035434.
7.5 Titan 5 was incorporated and registered in England and Wales on 13 October 2010 with limited liability as a public limited company under the CA 2006 with its present name and with registered number 07406399.
7.6 Statutory accounts of the Titan VCTs for the years ended 31 October 2010, 31 October 2011 and 31 October 2012 in respect of which the Titan VCTs' auditors have made unqualified reports under CA 2006, have been delivered to the Registrar of Companies. Grant Thornton UK LLP have been the Titan VCTs' auditors in respect of these sets of accounts.
7.7 Save in respect of the Offer Agreements, the 2012/13 Offer Agreements, the IMA Deeds of Variation, the agreements with the Manager and Titan 4 set out in paragraphs 5.10 and 5.11 above, the agreement with the Manager and Titan 5 set out in paragraphs 5.18 above and the fees paid to the Directors as set out in paragraph 3.7 above, there were no related party transactions during the years ended 31 October 2010, 31 October 2011 and 31 October 2012 or since 31 October 2012.
7.8 There has been no significant change in the financial or trading position of the Titan VCTs since 30 April 2013, the date to which the last unaudited financial statements have been published, to the date of this document.
7.9 There are no governmental, legal or arbitration proceedings (including any such proceedings which are or were pending or threatened of which the Titan VCTs are aware) during the 12 months immediately preceding the date of this document, which may have, or have had in the recent past, a significant effect on the Titan VCTs' financial position or profitability.
7.10 Howard Kennedy Corporate Services LLP of 19 Cavendish Square, London W1A 2AW has given and not withdrawn their written consent to the issue of this document with the references to them in the form and context in which they appear.
7.11 The Offer will increase the net assets of the Titan VCTs by the amount of the net funds raised by the Titan VCTs under the Offer. Subject to the level of subscription of the Offer, an increase in net assets could have certain consequences, potentially including a reduction in the annual expense ratio of each Titan VCT, increasing the size and range of investments which each Company could undertake and increasing the number of investments each Titan VCT would be required to make in order to meet the VCT eligibility rules.

The effect of the Offer on the earnings of the holders of Ordinary Shares is expected to be positive since the fixed costs of operating the Companies will be spread over a larger asset base, thereby reducing the running cost per Ordinary Share. The effect of the Offer on the earnings of each Titan VCT is expected to be positive.

8. Documents Available for Inspection

Copies of the following documents will be available for inspection during normal business hours on any day (Saturdays, Sundays and public holidays excepted) from the date of this document until the close of the Offer at the registered office of the Titan VCTs and at the offices of Howard Kennedy, 19 Cavendish Square, London W1A 2AW:

8.1 the memorandum and Articles of the Titan VCTs and the Articles that are proposed to be adopted at the Titan 1‐4 General Meetings;
8.2 the annual report and accounts of the Titan VCTs for the financial years ended 31 October 2010, 31 October 2011 and 31 October 2012 and the half‐yearly report of the Titan VCTs for the six month periods ended 30 April 2012 and 30 April 2013;
8.3 the letters of appointment referred to at paragraph 3.6 above;
8.4 the consent letter referred to at paragraph 7.10 above; and
8.5 this document.

3 September 2013

PART V

DEFINITIONS

"2012/13 Offer"	the offer for subscription by the Titan VCTs as set out in the prospectus dated 7 February 2013 issued by the Titan VCTs
"2012/13 Offer Agreements"	the offer agreements dated 7 February 2013 between each of the Titan VCTs, the directors of the Titan VCTs, the Manager and Howard Kennedy, details of which are set out in paragraph 5 of Part IV
"Articles"	the articles of association of the relevant Titan VCT, as amended from time to time
"Board" or "Directors"	the board of directors of the relevant Titan VCT
"Business Days"	any day (other than a Saturday) on which clearing banks are open for normal banking business in sterling
"CA 2006"	Companies Act 2006
"CA 1985"	Companies Act 1985
"Circular"	this document
"Disclosure & Transparency Rules"	the disclosure and transparency rules of the FCA
"Dividend Reinvestment Schemes"	the dividend reinvestment schemes that the Titan VCTs are proposing to adopt, details of which are set out on page 8 and pages 43 to 48
"FCA"	the Financial Conduct Authority
"FSMA"	the Financial Services and Markets Act 2000
"General Meetings"	the general meeting of the Titan VCTs convened for 17, 23 and 24 October 2013 (or any adjournment(s) thereof) (and each a "General Meeting")
"HMRC"	Her Majesty's Revenue & Customs
"Howard Kennedy"	Howard Kennedy Corporate Services LLP, which is authorised and regulated by the Financial Conduct Authority, is a UKLA registered sponsor and is a member of the London Stock Exchange
"IMA Deeds of Variation"	the deeds of variation to investment management and administration agreements dated 7 February 2013 between each of the Titan VCTs and the Manager referred to in paragraph 5 of Part IV
"ITA 2007"	Income Tax Act 2007, as amended
"Listing Rules"	the listing rules of the UKLA
"London Stock Exchange"	London Stock Exchange plc
"New Shares"	the new Ordinary Shares to be issued pursuant to the Offer
"NAV" or "net asset value"	net asset value

"Octopus" or "the Manager"	Octopus Investments Limited, the investment manager to the Titan VCTs, registered in England and Wales under number 03942880 whose principal office is at 20 Old Bailey, London EC4M 7AN
"Offer"	the offer for subscription by the Titan VCTs, as detailed on page 6
"Offer Agreements"	the offer agreements dated 3 September 2013 between each of the Titan VCTs, the directors of the Companies, the Manager and Howard Kennedy, details of which are set out in paragraph 5 of Part III
"Official List"	the official list of the UKLA
"Ordinary Shares"	ordinary shares of 10p each in the capital of the Titan VCTs (and each an "Ordinary Share")
"Proposals"	the proposals of the Titan VCTs set out in this Circular
"Qualifying Investments"	shares in, or securities of, a Qualifying Company held by a venture capital trust which meets the requirements described in Chapter 4 of Part 6 ITA 2007
"quoted"	quoted on the London Stock Exchange's market for listed securities, AIM or ISDX Growth Market
"Regulatory News Service"	a regulatory information service that is on the list of regulatory information services maintained by the FCA
"Resolutions"	the resolutions to be proposed at the General Meetings
"Shareholder"	a holder of Ordinary Shares
"Titan 1"	Octopus Titan VCT 1 plc
"Titan 1‐4"	Titan 1, Titan 2, Titan 3 and Titan 4
"Titan 2"	Octopus Titan VCT 2 plc
"Titan 3"	Octopus Titan VCT 3 plc
"Titan 4"	Octopus Titan VCT 4 plc
"Titan 5"	Octopus Titan VCT 5 plc
"Titan VCTs"	Titan 1, Titan 2, Titan 3, Titan 4 and Titan 5 and each a "Titan VCT"
"UK"	the United Kingdom
"UKLA" or "UK Listing Authority"	the UK Listing Authority, being the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Market Act 2000
"unquoted"	private or public companies not quoted on any market or exchange
"venture capital trust" or "VCT"	a company satisfying the requirements of Chapter 3 of Part 6 of ITA 2007 for venture capital trusts

Octopus Titan VCT 1 plc

(Registered in England and Wales with registered number 06397764)

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a general meeting of Octopus Titan VCT 1 plc (the "Company") will be held at 10.30 am on 17 October 2013 at 20 Old Bailey, London, EC4M 7AN for the purposes of considering and, if thought fit, passing the following resolutions, which will be proposed as to resolutions 1 and 2 as ordinary resolutions and as to resolutions 3 to 5 as special resolutions:

Ordinary Resolutions

1. THAT, in accordance with article 147 of the Company's articles of association, the directors of the Company be and hereby authorised to offer holders of Ordinary Shares the right to elect to receive Ordinary Shares, created as fully paid, instead of the whole (or some part to be determined by the Board) of any dividend declared in the period commencing on the date of this resolution and ending on the fifth anniversary of this resolution pursuant to the Company's Dividend Reinvestment Scheme.
1. THAT, in addition to existing authorities, the directors of the Company be and hereby are generally and unconditionally authorised in accordance with Section 551 of the CA 2006 to exercise all the powers of the Company to allot and issue shares in the capital of the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £1,500,000, provided that, the authority conferred by this resolution 2 shall expire on the conclusion of the annual general meeting of the Company to be held in 2015 (unless renewed, varied or revoked by the Company in a general meeting) but so that this authority shall allow the Company to make before the expiry of this authority offers or agreements which would or might require shares to be allotted or rights to be granted after such expiry.

Special Resolutions

1. THAT, the directors of the Company be and hereby are empowered pursuant to Sections 570 and 573 of the CA 2006 to allot or make offers to or agreements to allot equity securities (which expression shall have the meaning ascribed to it in Section 560(1) of the CA 2006) for cash pursuant to the authority given pursuant to resolution 2, as if Section 561(1) of the CA 2006 did not apply to such allotment, provided that the power provided by this resolution 3 shall expire on the conclusion of the annual general meeting of the Company to be held in 2015 (unless renewed, varied or revoked by the Company in general meeting).
1. THAT, subject to the approval of the High Court of Justice, the amount standing to the credit of the share premium account of the Company immediately following the closing of the Offer be cancelled.
1. THAT, subject to the passing of resolutions 2 and 3 above, Article 164.1 of the Company's Articles be amended to delete "2019" in line 1 and substitute "2020" therefor.

and for the purposes of these resolutions, words and expressions defined in the circular issued to Shareholders dated 3 September 2013 shall have the same meanings in this notice, save where the context requires otherwise.

Dated 3 September 2013

Patricia Standaloft 20 Old Bailey Secretary London

By order of the Board Registered Office: EC4M 7AN

Information regarding the General Meeting, including the information required by section 311A of CA 2006, is available from: www.octopusinvestments.com

Notes:

(a) Any member of the Company entitled to attend and vote at the General Meeting ("General Meeting") is also entitled to appoint one or more proxies to attend, speak and vote instead of that member. A member may appoint more then one proxy in relation to the General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. A proxy may demand, or join in demanding, a poll. A proxy need not be a member of the Company but must attend the General Meeting in order to represent his appointor. A member entitled to attend and vote at the General Meeting may appoint the Chairman or another person as his proxy although the Chairman will not speak for the member. A member who wishes his proxy to speak for him should appoint his own choice of proxy (not the Chairman) and give instructions directly to that person. If you are not a member of the Company but you have been nominated by a member of the Company to enjoy information rights, you do not have a right to appoint any proxies under the procedures set out in these Notes. Please read Note (h) below. Under section 319A of the CA 2006, the Company must answer any question a member asks relating to the business being dealt with at the General Meeting unless:
answering the question would interfere unduly with the preparation for the General Meeting or involve the disclosure of confidential information;
the answer has already been given on a website in the form of an answer to a question; or
it is undesirable in the interests of the Company or the good order of the General Meeting that the question be answered.
(b) To be valid, the reply paid Form of Proxy enclosed with this document and the power of attorney or other written authority, if any, under which it is signed or an office or notarially certified copy or a copy certified in accordance with the Powers of Attorney Act 1971 of such power and written authority, must be delivered to the Company's registrars not less than 48 hours (excluding weekends and public holidays) before the time appointed for holding the General Meeting or adjourned meeting at which the person named in the Form of Proxy proposes to vote. In the case of a poll taken more than 48 hours (excluding weekends and public holidays) after it is demanded, the document(s) must be delivered as aforesaid not less than 24 hours (excluding weekends and public holidays) before the time appointed for taking the poll, or where the poll is taken not more than 48 hours (excluding weekends and public holidays) after it was demanded, be delivered at the meeting at which the demand is made.
(c) In order to revoke a proxy instruction a member will need to inform the Company by sending a signed hard copy notice clearly stating the intention to revoke the proxy appointment to the Company's registrars, Capita Registrars at Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be received by the Company's registrars at least 48 hours before the General Meeting or the holding of a poll subsequently thereto. If a member attempts to revoke his or her proxy appointment but the revocation is received after the time specified then, subject to Note (d) directly below, the proxy appointment will remain valid.
(d) Completion and return of a Form of Proxy will not preclude a member of the Company from attending and voting in person. If a member appoints a proxy and that member attends the General Meeting in person, the proxy appointment will automatically be terminated.
(e) You may submit your proxy electronically using the Shareportal Service at www.capitashareportal.com. If not already registered for the share portal, you will need your investor code which can be found on your share certificate. If you cannot locate your investor code, please contact Capita Registrars Limited, between 9.00 am and 5.30 pm (GMT) Monday to Friday (except UK public holidays) on telephone number 0871 664 0324 or, if telephoning from outside the UK, on +44 20 3170 0187. Calls to Capita Registrars' helpline (0871 664 0324) are charged at 10p per minute (including VAT) plus your service provider's network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes.
(f) Copies of the Directors' Letters of Appointment, the Register of Directors' interests in the shares of the Company kept, a copy of the amended Articles of Association (marked up to show the proposed changes) and a copy of the current Articles of Association will be available for inspection at the registered office of the Company during usual business hours on any weekday (Saturday and Public Holidays excluded) from the date of this notice, until the end of the General Meeting and at the place of the General Meeting for at least 15 minutes prior to and during the meeting.
(g) Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company has specified that only those holders of the Company's shares registered on the Register of Members of the Company as at 10.30 am on 15 October 2013 or, in the event that the General Meeting is adjourned, on the Register of Members 48 hours before the time of any adjourned meeting, shall be entitled to attend and vote at the said General Meeting in respect of such shares registered in their name at the relevant time. Changes to entries on the Register of Members after 10.30 am on 15 October 2013 or, in the event that the General Meeting is adjourned, on the Register of Members less than 48 hours before the time of any adjourned meeting, shall be disregarded in determining the right of any person to attend and vote at the General Meeting.
(h) As at 2 September 2013, the Company's issued share capital comprised 22,094,277 Ordinary Shares. The total number of voting rights in the Company as at 2 September 2013 is 22,094,277. Octopus Investments Limited's website referred to above will include information on the number of shares and voting rights.
(i) If you are a person who has been nominated under section 146 of the CA 2006 to enjoy information rights ("Nominated Person"):
You may have a right under an agreement between you and the member of the Company who has nominated you to have information rights ("Relevant Member") to be appointed or to have someone else appointed as a proxy for the General Meeting;
If you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right under an agreement between you and the Relevant Member to give instructions to the Relevant Member as to the exercise of voting rights;
Your main point of contact in terms of your investment in the Company remains the Relevant Member (or, perhaps your custodian or broker) and you should continue to contact them (and not the Company) regarding any changes or queries relating to your personal details and your interest in the Company (including any administrative matters). The only exception to this is where the Company expressly requests a response from you.
(j) A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share.
(k) A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, the proxy will vote or abstain from voting at his or her discretion. The proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the General Meeting.
(l) Except as provided above, members who have general queries about the General Meeting should call the Company Secretary, Patricia Standaloft, on 0207 710 6471 or write to her at Octopus Investments Limited. 20 Old Bailey, London EC4M 7AN (no other methods of communication will be accepted).
(m) Members may not use any electronic address provided either in this notice of General Meeting, or any related documents (including the Chairman's letter and proxy form), to communicate with the Company for any purposes other than those expressly stated.

[THIS PAGE IS INTENTIONALLY LEFT BLANK]

IMPORTANT NOTE: FORMS OF PROXY FOR OCTOPUS TITAN VCT 1 PLC SHOULD BE RETURNED TO CAPITA REGISTRARS, PXS, THE REGISTRY, 34 BECKENHAM ROAD, BECKENHAM, KENT BR3 4TU

FORM OF PROXY

For use at the General Meeting of Octopus Titan VCT 1 plc (the "Company"), or at any adjournment thereof, to be held at 20 Old Bailey, London, EC4M 7AN at 10.30 am on 17 October 2013.
I/We (Block Capitals Please)
of
being a Shareholder(s) of the above‐named Company, appoint the chairman of the meeting or
(Block Capitals Please)
of
If you are not voting all the Ordinary Shares you hold please enter the number you wish to vote here:
to act as my/our proxy to vote for me/us and on my/our behalf at the General Meeting of the Company to be held at 20 Old Bailey, London, EC4M 7AN at 10.30 am on 17 October 2013 (see note 1. below) and at every adjournment thereof and to vote for me/us on my/our behalf as directed below.

Please indicate with an 'X' if this is one of multiple proxy instructions being given

Please indicate with an 'X' in the space below how you wish your vote to be cast. If no indication is given your proxy will vote for or against the resolution or abstain from voting as he thinks fit.

The proxy is directed to vote as follows:

	Resolutions	For	Against	Vote Withheld
1.	Approval of the Dividend Reinvestment Scheme
2.	Approval of the authority to allot Ordinary Shares
3.	Approval of authority to allot Ordinary Shares other than pro rata
4.	Approval of the cancellation of the Share Premium Account
5.	Amendment to Articles

Signature .................................................................................... Dated ................................................2013

Notes to the proxy form:

✃

The Notice of the General Meeting ("General Meeting") is set out on pages 22 to 23 of the Circular.
1. Any member of the Company entitled to attend and vote at the General Meeting is also entitled to appoint one or more proxies to attend, speak and vote instead of that member. A member may appoint more then one proxy in relation to the General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. A proxy may demand, or join in demanding, a poll. A proxy need not be a member of the Company but must attend the General Meeting in order to represent his appointor. A member entitled to attend and vote at the General Meeting may appoint the Chairman or another person as his proxy although the Chairman will not speak for the member. A member who wishes his proxy to speak for him should appoint his own choice of proxy (not the Chairman) and give instructions directly to that person.
1. If you wish to appoint a proxy of your own choice delete the words "the Chairman of the General Meeting" and insert the name and address of the person whom you wish to appoint in the space provided.
Any alterations to the Form of Proxy should be initialled.
1. To be valid, the reply paid Form of Proxy enclosed with this document and the power of attorney or other written authority, if any, under which it is signed or an office or notarially certified copy or a copy certified in accordance with the Powers of Attorney Act 1971 of such power and written authority, must be delivered to the Company's registrars not less than 48 hours (excluding weekends and public holidays) before the time appointed for holding the General Meeting or adjourned meeting at which the person named in the Form of Proxy proposes to vote. In the case of a poll taken more than 48 hours (excluding weekends and public holidays) after it is demanded, the document(s) must be delivered as aforesaid not less than 24 hours (excluding weekends and public holidays) before the time appointed for taking the poll, or where the poll is taken not more than 48 hours (excluding weekends and public holidays) after it was demanded, be delivered at the meeting at which the demand is made.
1. In order to revoke a proxy instruction a member will need to inform the Company by sending a signed hard copy notice clearly stating the intention to revoke the proxy appointment to the Company's registrars, Capita Registrars of Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be received by the Company's registrars at least 48 hours before the General Meeting or the holding of a poll subsequently thereto. If a member attempts to revoke his or her proxy appointment but the revocation is received after the time specified then, subject to Note 9 below, the proxy appointment will remain valid.
1. You may submit your proxy electronically using the Shareportal Service at www.capitashareportal.com. If not already registered for the share portal, you will need your investor code which can be found on your share certificate. If you cannot locate your investor code, please contact Capita Registrars Limited, between 9.00 am and 5.30 pm (GMT) Monday to Friday (except UK public holidays) on telephone number 0871 664 0324 or, if telephoning from outside the UK, on +44 20 3170 0187. Calls to Capita Registrars' helpline (0871 664 0324) are charged at 10p per minute (including VAT) plus your service provider's network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes.8.In the case of a corporation, this form must be executed under its common seal or signed on its behalf by its attorney or a duly authorised officer of the corporation.
1. In the case of joint shareholders, any one of them may sign. The vote of the person whose name stands first in the register of members will be accepted to the exclusion of the votes of the other joint holders.
1. Completion and return of a Form of Proxy will not preclude a member of the Company from attending and voting in person. If a member appoints a proxy and that member attends the General Meeting in person, the proxy appointment will automatically be terminated.
1. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, the proxy will vote or abstain from voting at his or her discretion. The proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the General Meeting.

Octopus Titan VCT 2 plc

(Registered in England and Wales with registered number 06397765)

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a general meeting of Octopus Titan VCT 2 plc (the "Company") will be held at 11.00 am on 17 October 2013 at 20 Old Bailey, London, EC4M 7AN (or as soon as reasonably practicable thereafter as the Titan 1 general meeting has concluded or adjourned) for the purposes of considering and, if thought fit, passing the following resolutions, which will be proposed as 1 and 2 as ordinary resolutions and as to resolutions 3 to 5 as special resolutions:

Ordinary Resolutions

1. THAT, in accordance with article 147 of the Company's articles of association, the directors of the Company be and hereby authorised to offer holders of Ordinary Shares the right to elect to receive Ordinary Shares, created as fully paid, instead of the whole (or some part to be determined by the Board) of any dividend declared in the period commencing on the date of this resolution and ending on the fifth anniversary of this resolution pursuant to the Company's Dividend Reinvestment Scheme.
1. THAT, in addition to existing authorities, the directors of the Company be and hereby are generally and unconditionally authorised in accordance with Section 551 of the CA 2006 to exercise all the powers of the Company to allot and issue shares in the capital of the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £1,500,000, provided that, the authority conferred by this resolution 2 shall expire on the conclusion of the annual general meeting of the Company to be held in 2015 (unless renewed, varied or revoked by the Company in a general meeting) but so that this authority shall allow the Company to make before the expiry of this authority offers or agreements which would or might require shares to be allotted or rights to be granted after such expiry.

Special Resolutions

1. THAT, the directors of the Company be and hereby are empowered pursuant to Sections 570 and 573 of the CA 2006 to allot or make offers to or agreements to allot equity securities (which expression shall have the meaning ascribed to it in Section 560(1) of the CA 2006) for cash pursuant to the authority given pursuant to resolution 2, as if Section 561(1) of the CA 2006 did not apply to such allotment, provided that the power provided by this resolution 3 shall expire on the conclusion of the annual general meeting of the Company to be held in 2015 (unless renewed, varied or revoked by the Company in general meeting).
1. THAT, subject to the approval of the High Court of Justice, the amount standing to the credit of the share premium account of the Company immediately following the closing of the Offer be cancelled.
1. THAT, subject to the passing of resolutions 2 and 3 above, Article 164.1 of the Company's Articles be amended to delete "2018" in line 1 and substitute "2020" therefor.

Dated 3 September 2013

Patricia Standaloft 20 Old Bailey Secretary London

By order of the Board Registered Office: EC4M 7AN

Information regarding the General Meeting, including the information required by section 311A of CA 2006, is available from: www.octopusinvestments.com

Notes:

(a) Any member of the Company entitled to attend and vote at the General Meeting ("General Meeting") is also entitled to appoint one or more proxies to attend, speak and vote instead of that member. A member may appoint more then one proxy in relation to the General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. A proxy may demand, or join in demanding, a poll. A proxy need not be a member of the Company but must attend the General Meeting in order to represent his appointor. A member entitled to attend and vote at the General Meeting may appoint the Chairman or another person as his proxy although the Chairman will not speak for the member. A member who wishes his proxy to speak for him should appoint his own choice of proxy (not the Chairman) and give instructions directly to that person. If you are not a member of the Company but you have been nominated by a member of the Company to enjoy information rights, you do not have a right to appoint any proxies under the procedures set out in these Notes. Please read Note (h) below. Under section 319A of the CA 2006, the Company must answer any question a member asks relating to the business being dealt with at the General Meeting unless:
answering the question would interfere unduly with the preparation for the General Meeting or involve the disclosure of confidential information;
the answer has already been given on a website in the form of an answer to a question; or
it is undesirable in the interests of the Company or the good order of the General Meeting that the question be answered.
(b) To be valid, the reply paid Form of Proxy enclosed with this document and the power of attorney or other written authority, if any, under which it is signed or an office or notarially certified copy or a copy certified in accordance with the Powers of Attorney Act 1971 of such power and written authority, must be delivered to the Company's registrars not less than 48 hours (excluding weekends and public holidays) before the time appointed for holding the General Meeting or adjourned meeting at which the person named in the Form of Proxy proposes to vote. In the case of a poll taken more than 48 hours (excluding weekends and public holidays) after it is demanded, the document(s) must be delivered as aforesaid not less than 24 hours (excluding weekends and public holidays) before the time appointed for taking the poll, or where the poll is taken not more than 48 hours (excluding weekends and public holidays) after it was demanded, be delivered at the meeting at which the demand is made.
(c) In order to revoke a proxy instruction a member will need to inform the Company by sending a signed hard copy notice clearly stating the intention to revoke the proxy appointment to the Company's registrars, Capita Registrars at Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be received by the Company's registrars at least 48 hours before the General Meeting or the holding of a poll subsequently thereto. If a member attempts to revoke his or her proxy appointment but the revocation is received after the time specified then, subject to Note (d) directly below, the proxy appointment will remain valid.
(d) Completion and return of a Form of Proxy will not preclude a member of the Company from attending and voting in person. If a member appoints a proxy and that member attends the General Meeting in person, the proxy appointment will automatically be terminated.
(e) You may submit your proxy electronically using the Shareportal Service at www.capitashareportal.com. If not already registered for the share portal, you will need your investor code which can be found on your share certificate. If you cannot locate your investor code, please contact Capita Registrars Limited, between 9.00 am and 5.30 pm (GMT) Monday to Friday (except UK public holidays) on telephone number 0871 664 0324 or, if telephoning from outside the UK, on +44 20 3170 0187. Calls to Capita Registrars' helpline (0871 664 0324) are charged at 10p per minute (including VAT) plus your service provider's network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes.
(f) Copies of the Directors' Letters of Appointment, the Register of Directors' interests in the shares of the Company kept, a copy of the amended Articles of Association (marked up to show the proposed changes) and a copy of the current Articles of Association will be available for inspection at the registered office of the Company during usual business hours on any weekday (Saturday and Public Holidays excluded) from the date of this notice, until the end of the General Meeting and at the place of the General Meeting for at least 15 minutes prior to and during the meeting.
(g) Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company has specified that only those holders of the Company's shares registered on the Register of Members of the Company as at 11.00 am on 15 October 2013 or, in the event that the General Meeting is adjourned, on the Register of Members 48 hours before the time of any adjourned meeting, shall be entitled to attend and vote at the said General Meeting in respect of such shares registered in their name at the relevant time. Changes to entries on the Register of Members after 11.00 am on 15 October 2013 or, in the event that the General Meeting is adjourned, on the Register of Members less than 48 hours before the time of any adjourned meeting, shall be disregarded in determining the right of any person to attend and vote at the General Meeting.
(h) As at 2 September 2013, the Company's issued share capital comprised 22,178,437 Ordinary Shares. The total number of voting rights in the Company as at 2 September 2013 is 22,178,437. Octopus Investments Limited's website referred to above will include information on the number of shares and voting rights.
(i) If you are a person who has been nominated under section 146 of the CA 2006 to enjoy information rights ("Nominated Person"):
You may have a right under an agreement between you and the member of the Company who has nominated you to have information rights ("Relevant Member") to be appointed or to have someone else appointed as a proxy for the General Meeting;
If you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right under an agreement between you and the Relevant Member to give instructions to the Relevant Member as to the exercise of voting rights;
Your main point of contact in terms of your investment in the Company remains the Relevant Member (or, perhaps your custodian or broker) and you should continue to contact them (and not the Company) regarding any changes or queries relating to your personal details and your interest in the Company (including any administrative matters). The only exception to this is where the Company expressly requests a response from you.
(j) A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share.
(k) A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, the proxy will vote or abstain from voting at his or her discretion. The proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the General Meeting.
(l) Except as provided above, members who have general queries about the General Meeting should call the Company Secretary, Patricia Standaloft, on 0207 710 6471 or write to her at Octopus Investments Limited, 20 Old Bailey, London EC4M 7AN (no other methods of communication will be accepted).
(m) Members may not use any electronic address provided either in this notice of General Meeting, or any related documents (including the Chairman's letter and proxy form), to communicate with the Company for any purposes other than those expressly stated.

IMPORTANT NOTE: FORMS OF PROXY FOR OCTOPUS TITAN VCT 2 PLC SHOULD BE RETURNED TO CAPITA REGISTRARS, PXS, THE REGISTRY, 34 BECKENHAM ROAD, BECKENHAM, KENT BR3 4TU

FORM OF PROXY

For use at the General Meeting of Octopus Titan VCT 2 plc (the "Company"), or at any adjournment thereof, to be held at 20 Old Bailey, London, EC4M 7AN 11.00 am on 17 October 2013 (or as soon as reasonably practicable thereafter as the Titan 1 general meeting has concluded or adjourned).

I/We
(Block Capitals Please)

of ..............................................................................................................................................................................

being a Shareholder(s) of the above‐named Company, appoint the chairman of the meeting or

.................................................................................................................................................................................. (Block Capitals Please)

of ..............................................................................................................................................................................

If you are not voting all the Ordinary Shares you hold please enter the number you wish to vote here:

to act as my/our proxy to vote for me/us and on my/our behalf at the General Meeting of the Company to be held at 20 Old Bailey, London, EC4M 7AN at 11.00 am on 17 October 2013 (or as soon as reasonably practicable thereafter as the Titan 1 general meeting has concluded or adjourned) (see note 1. below) and at every adjournment thereof and to vote for me/us on my/our behalf as directed below.

Please indicate with an 'X' if this is one of multiple proxy instructions being given

Please indicate with an 'X' in the space below how you wish your vote to be cast. If no indication is given your proxy will vote for or against the resolution or abstain from voting as he thinks fit.

The proxy is directed to vote as follows:

	Resolutions	For	Against	Vote Withheld

1.	Approval of the Dividend Reinvestment Scheme
2.	Approval of the authority to allot Ordinary Shares
3.	Approval of the authority to allot Ordinary Shares other than pro rata
4.	Approval of Cancellation of the Share Premium Account
5.	Amendment to Articles

Signature .................................................................................... Dated ................................................2013

Notes to the proxy form:

✃

1. The Notice of the General Meeting ("General Meeting") is set out on pages 27 to 28 of the Circular.
1. Any member of the Company entitled to attend and vote at the General Meeting is also entitled to appoint one or more proxies to attend, speak and vote instead of that member. A member may appoint more then one proxy in relation to the General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. A proxy may demand, or join in demanding, a poll. A proxy need not be a member of the Company but must attend the General Meeting in order to represent his appointor. A member entitled to attend and vote at the General Meeting may appoint the Chairman or another person as his proxy although the Chairman will not speak for the member. A member who wishes his proxy to speak for him should appoint his own choice of proxy (not the Chairman) and give instructions directly to that person.
1. If you wish to appoint a proxy of your own choice delete the words "the Chairman of the General Meeting" and insert the name and address of the person whom you wish to appoint in the space provided.
1. Any alterations to the Form of Proxy should be initialled.
1. To be valid, the reply paid Form of Proxy enclosed with this document and the power of attorney or other written authority, if any, under which it is signed or an office or notarially certified copy or a copy certified in accordance with the Powers of Attorney Act 1971 of such power and written authority, must be delivered to the Company's registrars not less than 48 hours (excluding weekends and public holidays) before the time appointed for holding the General Meeting or adjourned meeting at which the person named in the Form of Proxy proposes to vote. In the case of a poll taken more than 48 hours (excluding weekends and public holidays) after it is demanded, the document(s) must be delivered as aforesaid not less than 24 hours (excluding weekends and public holidays) before the time appointed for taking the poll, or where the poll is taken not more than 48 hours (excluding weekends and public holidays) after it was demanded, be delivered at the meeting at which the demand is made.
1. I order to revoke a proxy instruction a member will need to inform the Company by sending a signed hard copy notice clearly stating the intention to revoke the proxy appointment to the Company's registrars, Capita Registrars of Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be received by the Company's registrars at least 48 hours before the General Meeting or the holding of a poll subsequently thereto. If a member attempts to revoke his or her proxy appointment but the revocation is received after the time specified then, subject to Note 9 below, the proxy appointment will remain valid.
1. You may submit your proxy electronically using the Shareportal Service at www.capitashareportal.com. If not already registered for the share portal, you will need your investor code which can be found on your share certificate. If you cannot locate your investor code, please contact Capita Registrars Limited, between 9.00 am and 5.30 pm (GMT) Monday to Friday (except UK public holidays) on telephone number 0871 664 0324 or, if telephoning from outside the UK, on +44 20 3170 0187. Calls to Capita Registrars' helpline (0871 664 0324) are charged at 10p per minute (including VAT) plus your service provider's network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes
1. In the case of a corporation, this form must be executed under its common seal or signed on its behalf by its attorney or a duly authorised officer of the corporation.
1. In the case of joint shareholders, any one of them may sign. The vote of the person whose name stands first in the register of members will be accepted to the exclusion of the votes of the other joint holders.
1. Completion and return of a Form of Proxy will not preclude a member of the Company from attending and voting in person. If a member appoints a proxy and that member attends the General Meeting in person, the proxy appointment will automatically be terminated.
1. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, the proxy will vote or abstain from voting at his or her discretion. The proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the General Meeting.

Octopus Titan VCT 3 plc

(Registered in England and Wales with registered number 06523078)

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a general meeting of Octopus Titan VCT 3 plc (the "Company") will be held at 2.00 pm on 23 October 2013 at 20 Old Bailey, London, EC4M 7AN for the purposes of considering and, if thought fit, passing the following resolutions, which will be proposed as resolutions 1 and 2 as ordinary resolutions and resolutions 3 to 5 as special resolutions:

Ordinary Resolution

1. THAT, in accordance with article 147 of the Company's articles of association, the directors of the Company be and hereby authorised to offer holders of Ordinary Shares the right to elect to receive Ordinary Shares, created as fully paid, instead of the whole (or some part to be determined by the Board) of any dividend declared in the period commencing on the date of this resolution and ending on the fifth anniversary of this resolution pursuant to the Company's Dividend Reinvestment Scheme.
1. THAT, in addition to existing authorities, the directors of the Company be and hereby are generally and unconditionally authorised in accordance with Section 551 of the CA 2006 to exercise all the powers of the Company to allot and issue shares in the capital of the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £1,500,000, provided that, the authority conferred by this resolution 2 shall expire on the conclusion of the annual general meeting of the Company to be held in 2015 (unless renewed, varied or revoked by the Company in a general meeting) but so that this authority shall allow the Company to make before the expiry of this authority offers or agreements which would or might require shares to be allotted or rights to be granted after such expiry.

Special Resolutions

1. THAT, the directors of the Company be and hereby are empowered pursuant to Sections 570 and 573 of the CA 2006 to allot or make offers to or agreements to allot equity securities (which expression shall have the meaning ascribed to it in Section 560(1) of the CA 2006) for cash pursuant to the authority given pursuant to resolution 2, as if Section 561(1) of the CA 2006 did not apply to such allotment, provided that the power provided by this resolution 3 shall expire on the conclusion of the annual general meeting of the Company to be held in 2015 (unless renewed, varied or revoked by the Company in general meeting).
1. THAT, subject to the approval of the High Court of Justice, the amount standing to the credit of the share premium account of the Company immediately following the closing of the Offer be cancelled.
1. THAT, subject to the passing of resolutions 2 and 3 above, Article 164.1 of the Company's Articles be amended to delete "2019" in line 1 and substitute "2020" therefor.

Dated 3 September 2013

Patricia Standaloft 20 Old Bailey Secretary London

By order of the Board Registered Office: EC4M 7AN

Information regarding the General Meeting, including the information required by section 311A of CA 2006, is available from: www.octopusinvestments.com

Notes:

(a) Any member of the Company entitled to attend and vote at the General Meeting ("General Meeting") is also entitled to appoint one or more proxies to attend, speak and vote instead of that member. A member may appoint more then one proxy in relation to the General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. A proxy may demand, or join in demanding, a poll. A proxy need not be a member of the Company but must attend the General Meeting in order to represent his appointor. A member entitled to attend and vote at the General Meeting may appoint the Chairman or another person as his proxy although the Chairman will not speak for the member. A member who wishes his proxy to speak for him should appoint his own choice of proxy (not the Chairman) and give instructions directly to that person. If you are not a member of the Company but you have been nominated by a member of the Company to enjoy information rights, you do not have a right to appoint any proxies under the procedures set out in these Notes. Please read Note (h) below. Under section 319A of the CA 2006, the Company must answer any question a member asks relating to the business being dealt with at the General Meeting unless:
answering the question would interfere unduly with the preparation for the General Meeting or involve the disclosure of confidential information;
the answer has already been given on a website in the form of an answer to a question; or
it is undesirable in the interests of the Company or the good order of the General Meeting that the question be answered.
(b) To be valid, the reply paid Form of Proxy enclosed with this document and the power of attorney or other written authority, if any, under which it is signed or an office or notarially certified copy or a copy certified in accordance with the Powers of Attorney Act 1971 of such power and written authority, must be delivered to the Company's registrars not less than 48 hours (excluding weekends and public holidays) before the time appointed for holding the General Meeting or adjourned meeting at which the person named in the Form of Proxy proposes to vote. In the case of a poll taken more than 48 hours (excluding weekends and public holidays) after it is demanded, the document(s) must be delivered as aforesaid not less than 24 hours (excluding weekends and public holidays) before the time appointed for taking the poll, or where the poll is taken not more than 48 hours (excluding weekends and public holidays) after it was demanded, be delivered at the meeting at which the demand is made.
(c) In order to revoke a proxy instruction a member will need to inform the Company by sending a signed hard copy notice clearly stating the intention to revoke the proxy appointment to the Company's registrars, Capita Registrars at Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be received by the Company's registrars at least 48 hours before the General Meeting or the holding of a poll subsequently thereto. If a member attempts to revoke his or her proxy appointment but the revocation is received after the time specified then, subject to Note (d) directly below, the proxy appointment will remain valid.
(d) Completion and return of a Form of Proxy will not preclude a member of the Company from attending and voting in person. If a member appoints a proxy and that member attends the General Meeting in person, the proxy appointment will automatically be terminated.
(e) You may submit your proxy electronically using the Shareportal Service at www.capitashareportal.com. If not already registered for the share portal, you will need your investor code which can be found on your share certificate. If you cannot locate your investor code, please contact Capita Registrars Limited, between 9.00 am and 5.30 pm (GMT) Monday to Friday (except UK public holidays) on telephone number 0871 664 0324 or, if telephoning from outside the UK, on +44 20 3170 0187. Calls to Capita Registrars' helpline (0871 664 0324) are charged at 10p per minute (including VAT) plus your service provider's network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes.
(f) Copies of the Directors' Letters of Appointment, the Register of Directors' interests in the shares of the Company kept, a copy of the amended Articles of Association (marked up to show the proposed changes) and a copy of the current Articles of Association will be available for inspection at the registered office of the Company during usual business hours on any weekday (Saturday and Public Holidays excluded) from the date of this notice, until the end of the General Meeting and at the place of the General Meeting for at least 15 minutes prior to and during the meeting.
(g) Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company has specified that only those holders of the Company's shares registered on the Register of Members of the Company as at 2.00 pm on 21 October 2013 or, in the event that the General Meeting is adjourned, on the Register of Members 48 hours before the time of any adjourned meeting, shall be entitled to attend and vote at the said General Meeting in respect of such shares registered in their name at the relevant time. Changes to entries on the Register of Members after 2.00 pm on 21 October 2013 or, in the event that the General Meeting is adjourned, on the Register of Members less than 48 hours before the time of any adjourned meeting, shall be disregarded in determining the right of any person to attend and vote at the General Meeting.
(h) As at 2 September 2013, the Company's issued share capital comprised 26,266,713 Ordinary Shares. The total number of voting rights in the Company as at 2 September 2013 is 26,266,713. Octopus Investments Limited's website referred to above will include information on the number of shares and voting rights.
(i) If you are a person who has been nominated under section 146 of the CA 2006 to enjoy information rights ("Nominated Person"):
You may have a right under an agreement between you and the member of the Company who has nominated you to have information rights ("Relevant Member") to be appointed or to have someone else appointed as a proxy for the General Meeting;
If you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right under an agreement between you and the Relevant Member to give instructions to the Relevant Member as to the exercise of voting rights;
Your main point of contact in terms of your investment in the Company remains the Relevant Member (or, perhaps your custodian or broker) and you should continue to contact them (and not the Company) regarding any changes or queries relating to your personal details and your interest in the Company (including any administrative matters). The only exception to this is where the Company expressly requests a response from you.
(j) A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share.
(k) A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, the proxy will vote or abstain from voting at his or her discretion. The proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the General Meeting.
(l) Except as provided above, members who have general queries about the General Meeting should call the Company Secretary, Patricia Standaloft, on 0207 710 6471 or write to her at Octopus Investments Limited, 20 Old Bailey, London EC4M 7AN (no other methods of communication will be accepted):
(m) Members may not use any electronic address provided either in this notice of General Meeting, or any related documents (including the Chairman's letter and proxy form), to communicate with the Company for any purposes other than those expressly stated.

IMPORTANT NOTE: FORMS OF PROXY FOR OCTOPUS TITAN VCT 3 PLC SHOULD BE RETURNED TO CAPITA REGISTRARS, PXS, THE REGISTRY, 34 BECKENHAM ROAD, BECKENHAM, KENT BR3 4TU

FORM OF PROXY

For use at the General Meeting of Octopus Titan VCT 3 plc (the "Company"), or at any adjournment thereof, to
be held at 20 Old Bailey, London, EC4M 7AN 2.00 pm on 23 October 2013.

I/We .......................................................................................................................................................................... (Block Capitals Please) of .............................................................................................................................................................................. being a Shareholder(s) of the above‐named Company, appoint the chairman of the meeting or .................................................................................................................................................................................. (Block Capitals Please)

of ..............................................................................................................................................................................

If you are not voting all the Ordinary Shares you hold please enter the number you wish to vote here:

to act as my/our proxy to vote for me/us and on my/our behalf at the General Meeting of the Company to be held at 20 Old Bailey, London, EC4M 7AN at 2.00 pm on 23 October 2013 (see note 1. below) and at every adjournment thereof and to vote for me/us on my/our behalf as directed below.

Please indicate with an 'X' if this is one of multiple proxy instructions being given

Please indicate with an 'X' in the space below how you wish your vote to be cast. If no indication is given your proxy will vote for or against the resolution or abstain from voting as he thinks fit.

The proxy is directed to vote as follows:

	Resolutions	For	Against	Vote Withheld
1.	Approval of the Dividend Reinvestment Scheme
2.	Approval of the authority to allot Ordinary Shares
3.	Approval of the authority to allot Ordinary Shares other than pro rata
4.	Approval of Cancellation of the Share Premium Account
5.	Amendment to Articles

Signature .................................................................................... Dated ................................................2013

Notes to the proxy form:

✃

The Notice of the General Meeting ("General Meeting") is set out on pages 31 to 32 of the Circular.
1. Any member of the Company entitled to attend and vote at the General Meeting is also entitled to appoint one or more proxies to attend, speak and vote instead of that member. A member may appoint more then one proxy in relation to the General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. A proxy may demand, or join in demanding, a poll. A proxy need not be a member of the Company but must attend the General Meeting in order to represent his appointor. A member entitled to attend and vote at the General Meeting may appoint the Chairman or another person as his proxy although the Chairman will not speak for the member. A member who wishes his proxy to speak for him should appoint his own choice of proxy (not the Chairman) and give instructions directly to that person.
1. If you wish to appoint a proxy of your own choice delete the words "the Chairman of the General Meeting" and insert the name and address of the person whom you wish to appoint in the space provided.
Any alterations to the Form of Proxy should be initialled.
1. To be valid, the reply paid Form of Proxy enclosed with this document and the power of attorney or other written authority, if any, under which it is signed or an office or notarially certified copy or a copy certified in accordance with the Powers of Attorney Act 1971 of such power and written authority, must be delivered to the Company's registrars not less than 48 hours (excluding weekends and public holidays) before the time appointed for holding the General Meeting or adjourned meeting at which the person named in the Form of Proxy proposes to vote. In the case of a poll taken more than 48 hours (excluding weekends and public holidays) after it is demanded, the document(s) must be delivered as aforesaid not less than 24 hours (excluding weekends and public holidays) before the time appointed for taking the poll, or where the poll is taken not more than 48 hours (excluding weekends and public holidays) after it was demanded, be delivered at the meeting at which the demand is made.
1. I order to revoke a proxy instruction a member will need to inform the Company by sending a signed hard copy notice clearly stating the intention to revoke the proxy appointment to the Company's registrars, Capita Registrars of Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be received by the Company's registrars at least 48 hours before the General Meeting or the holding of a poll subsequently thereto. If a member attempts to revoke his or her proxy appointment but the revocation is received after the time specified then, subject to Note 9 below, the proxy appointment will remain valid.
1. You may submit your proxy electronically using the Shareportal Service at www.capitashareportal.com. If not already registered for the share portal, you will need your investor code which can be found on your share certificate. If you cannot locate your investor code, please contact Capita Registrars Limited, between 9.00 am and 5.30 pm (GMT) Monday to Friday (except UK public holidays) on telephone number 0871 664 0324 or, if telephoning from outside the UK, on +44 20 3170 0187. Calls to Capita Registrars' helpline (0871 664 0324) are charged at 10p per minute (including VAT) plus your service provider's network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes.
1. In the case of a corporation, this form must be executed under its common seal or signed on its behalf by its attorney or a duly authorised officer of the corporation.
1. In the case of joint shareholders, any one of them may sign. The vote of the person whose name stands first in the register of members will be accepted to the exclusion of the votes of the other joint holders.
1. Completion and return of a Form of Proxy will not preclude a member of the Company from attending and voting in person. If a member appoints a proxy and that member attends the General Meeting in person, the proxy appointment will automatically be terminated.
1. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, the proxy will vote or abstain from voting at his or her discretion. The proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the General Meeting.

Octopus Titan VCT 4 plc

(Registered in England and Wales with registered number 07035434)

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a general meeting of Octopus Titan VCT 4 plc (the "Company") will be held at 2.00 pm on 17 October 2013 at 20 Old Bailey, London, EC4M 7AN for the purposes of considering and, if thought fit, passing the following resolutions, which will be proposed resolutions 1 and 2 as ordinary resolutions and resolutions 3 to 5 as special resolutions:

Ordinary Resolutions

1. THAT, in accordance with article 147 of the Company's articles of association, the directors of the Company be and hereby authorised to offer holders of Ordinary Shares the right to elect to receive Ordinary Shares, created as fully paid, instead of the whole (or some part to be determined by the Board) of any dividend declared in the period commencing on the date of this resolution and ending on the fifth anniversary of this resolution pursuant to the Company's Dividend Reinvestment Scheme.
1. THAT, in addition to existing authorities, the directors of the Company be and hereby are generally and unconditionally authorised in accordance with Section 551 of the CA 2006 to exercise all the powers of the Company to allot and issue shares in the capital of the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £1,500,000, provided that, the authority conferred by this resolution 2 shall expire on the conclusion of the annual general meeting of the Company to be held in 2015 (unless renewed, varied or revoked by the Company in a general meeting) but so that this authority shall allow the Company to make before the expiry of this authority offers or agreements which would or might require shares to be allotted or rights to be granted after such expiry.

Special Resolutions

1. THAT, the directors of the Company be and hereby are empowered pursuant to Sections 570 and 573 of the CA 2006 to allot or make offers to or agreements to allot equity securities (which expression shall have the meaning ascribed to it in Section 560(1) of the CA 2006) for cash pursuant to the authority given pursuant to resolution 2, as if Section 561(1) of the CA 2006 did not apply to such allotment, provided that the power provided by this resolution 3 shall expire on the conclusion of the annual general meeting of the Company to be held in 2015 (unless renewed, varied or revoked by the Company in general meeting).
1. THAT, subject to the approval of the High Court of Justice, the amount standing to the credit of the share premium account of the Company immediately following the closing of the Offer be cancelled.
1. THAT, subject to the passing of resolutions 2 and 3 above, Article 164.1 of the Company's Articles be amended to delete "2019" in line 1 and substitute "2020" therefor

Dated 3 September 2013

Patricia Standaloft 20 Old Bailey Secretary London

By order of the Board Registered Office: EC4M 7AN

Information regarding the General Meeting, including the information required by section 311A of CA 2006, is available from: www.octopusinvestments.com

Notes:

(a) Any member of the Company entitled to attend and vote at the General Meeting ("General Meeting") is also entitled to appoint one or more proxies to attend, speak and vote instead of that member. A member may appoint more then one proxy in relation to the General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. A proxy may demand, or join in demanding, a poll. A proxy need not be a member of the Company but must attend the General Meeting in order to represent his appointor. A member entitled to attend and vote at the General Meeting may appoint the Chairman or another person as his proxy although the Chairman will not speak for the member. A member who wishes his proxy to speak for him should appoint his own choice of proxy (not the Chairman) and give instructions directly to that person. If you are not a member of the Company but you have been nominated by a member of the Company to enjoy information rights, you do not have a right to appoint any proxies under the procedures set out in these Notes. Please read Note (h) below. Under section 319A of the CA 2006, the Company must answer any question a member asks relating to the business being dealt with at the General Meeting unless:
answering the question would interfere unduly with the preparation for the General Meeting or involve the disclosure of confidential information;
the answer has already been given on a website in the form of an answer to a question; or
it is undesirable in the interests of the Company or the good order of the General Meeting that the question be answered.
(b) To be valid, the reply paid Form of Proxy enclosed with this document and the power of attorney or other written authority, if any, under which it is signed or an office or notarially certified copy or a copy certified in accordance with the Powers of Attorney Act 1971 of such power and written authority, must be delivered to the Company's registrars not less than 48 hours (excluding weekends and public holidays) before the time appointed for holding the General Meeting or adjourned meeting at which the person named in the Form of Proxy proposes to vote. In the case of a poll taken more than 48 hours (excluding weekends and public holidays) after it is demanded, the document(s) must be delivered as aforesaid not less than 24 hours (excluding weekends and public holidays) before the time appointed for taking the poll, or where the poll is taken not more than 48 hours (excluding weekends and public holidays) after it was demanded, be delivered at the meeting at which the demand is made.
(c) In order to revoke a proxy instruction a member will need to inform the Company by sending a signed hard copy notice clearly stating the intention to revoke the proxy appointment to the Company's registrars, Capita Registrars at Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be received by the Company's registrars at least 48 hours before the General Meeting or the holding of a poll subsequently thereto. If a member attempts to revoke his or her proxy appointment but the revocation is received after the time specified then, subject to Note (d) directly below, the proxy appointment will remain valid.
(d) Completion and return of a Form of Proxy will not preclude a member of the Company from attending and voting in person. If a member appoints a proxy and that member attends the General Meeting in person, the proxy appointment will automatically be terminated.
(e) You may submit your proxy electronically using the Shareportal Service at www.capitashareportal.com. If not already registered for the share portal, you will need your investor code which can be found on your share certificate. If you cannot locate your investor code, please contact Capita Registrars Limited, between 9.00 am and 5.30 pm (GMT) Monday to Friday (except UK public holidays) on telephone number 0871 664 0324 or, if telephoning from outside the UK, on +44 20 3170 0187. Calls to Capita Registrars' helpline (0871 664 0324) are charged at 10p per minute (including VAT) plus your service provider's network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes.
(f) Copies of the Directors' Letters of Appointment, the Register of Directors' interests in the shares of the Company kept, a copy of the amended Articles of Association (marked up to show the proposed changes) and a copy of the current Articles of Association will be available for inspection at the registered office of the Company during usual business hours on any weekday (Saturday and Public Holidays excluded) from the date of this notice, until the end of the General Meeting and at the place of the General Meeting for at least 15 minutes prior to and during the meeting.
(g) Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company has specified that only those holders of the Company's shares registered on the Register of Members of the Company as at 2.00 pm on 15 October 2013 or, in the event that the General Meeting is adjourned, on the Register of Members 48 hours before the time of any adjourned meeting, shall be entitled to attend and vote at the said General Meeting in respect of such shares registered in their name at the relevant time. Changes to entries on the Register of Members after 2.00 pm on 15 October 2013 or, in the event that the General Meeting is adjourned, on the Register of Members less than 48 hours before the time of any adjourned meeting, shall be disregarded in determining the right of any person to attend and vote at the General Meeting.
(h) As at 2 September 2013, the Company's issued share capital comprised 29,038,954 Ordinary Shares. The total number of voting rights in the Company as at 2 September 2013 is 29,038,954. Octopus Investments Limited's website referred to above will include information on the number of shares and voting rights.
(i) If you are a person who has been nominated under section 146 of the CA 2006 to enjoy information rights ("Nominated Person"):
You may have a right under an agreement between you and the member of the Company who has nominated you to have information rights ("Relevant Member") to be appointed or to have someone else appointed as a proxy for the General Meeting;
If you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right under an agreement between you and the Relevant Member to give instructions to the Relevant Member as to the exercise of voting rights;
Your main point of contact in terms of your investment in the Company remains the Relevant Member (or, perhaps your custodian or broker) and you should continue to contact them (and not the Company) regarding any changes or queries relating to your personal details and your interest in the Company (including any administrative matters). The only exception to this is where the Company expressly requests a response from you.
(j) A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share.
(k) A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, the proxy will vote or abstain from voting at his or her discretion. The proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the General Meeting.
(l) Except as provided above, members who have general queries about the General Meeting should call the Company Secretary, Patricia Standaloft, on 0207 710 6471 or write to her at Octopus Investments Limited, 20 Old Bailey, London EC4M 7AN (no other methods of communication will be accepted):
(m) Members may not use any electronic address provided either in this notice of General Meeting, or any related documents (including the Chairman's letter and proxy form), to communicate with the Company for any purposes other than those expressly stated.

IMPORTANT NOTE: FORMS OF PROXY FOR OCTOPUS TITAN VCT 4 PLC SHOULD BE RETURNED TO CAPITA REGISTRARS, PXS, THE REGISTRY, 34 BECKENHAM ROAD, BECKENHAM, KENT BR3 4TU

FORM OF PROXY

For use at the General Meeting of Octopus Titan VCT 4 plc (the "Company"), or at any adjournment thereof, to be held at 20 Old Bailey, London, EC4M 7AN at 2.00pm on 17 October 2013.
I/We (Block Capitals Please)
of
being a Shareholder(s) of the above‐named Company, appoint the chairman of the meeting or
(Block Capitals Please)
of
If you are not voting all the Ordinary Shares you hold please enter the number you wish to vote here:
to act as my/our proxy to vote for me/us and on my/our behalf at the General Meeting of the Company to be

held at 20 Old Bailey, London, EC4M 7AN at 2.00 pm on 17 October 2013 (see note 1. below) and at every adjournment thereof and to vote for me/us on my/our behalf as directed below.

Please indicate with an 'X' if this is one of multiple proxy instructions being given

Please indicate with an 'X' in the space below how you wish your vote to be cast. If no indication is given your proxy will vote for or against the resolution or abstain from voting as he thinks fit.

The proxy is directed to vote as follows:

	Resolutions	For	Against	Vote Withheld
1.	Approval of the Dividend Reinvestment Plan
2.	Approval of the allotment of Ordinary Shares
3.	Approval of the allotment of Ordinary Shares other than pro rata
4.	Approval of Cancellation of the Share Premium Account
5.	Amendment to Articles

Signature .................................................................................... Dated ................................................2013

Notes to the proxy form:

✃

1. The Notice of the General Meeting ("General Meeting") is set out on pages 35 to 36 of the Circular.
1. Any member of the Company entitled to attend and vote at the General Meeting is also entitled to appoint one or more proxies to attend, speak and vote instead of that member. A member may appoint more then one proxy in relation to the General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. A proxy may demand, or join in demanding, a poll. A proxy need not be a member of the Company but must attend the General Meeting in order to represent his appointor. A member entitled to attend and vote at the General Meeting may appoint the Chairman or another person as his proxy although the Chairman will not speak for the member. A member who wishes his proxy to speak for him should appoint his own choice of proxy (not the Chairman) and give instructions directly to that person.
1. If you wish to appoint a proxy of your own choice delete the words "the Chairman of the General Meeting" and insert the name and address of the person whom you wish to appoint in the space provided.
Any alterations to the Form of Proxy should be initialled.
1. To be valid, the reply paid Form of Proxy enclosed with this document and the power of attorney or other written authority, if any, under which it is signed or an office or notarially certified copy or a copy certified in accordance with the Powers of Attorney Act 1971 of such power and written authority, must be delivered to the Company's registrars not less than 48 hours (excluding weekends and public holidays) before the time appointed for holding the General Meeting or adjourned meeting at which the person named in the Form of Proxy proposes to vote. In the case of a poll taken more than 48 hours (excluding weekends and public holidays) after it is demanded, the document(s) must be delivered as aforesaid not less than 24 hours (excluding weekends and public holidays) before the time appointed for taking the poll, or where the poll is taken not more than 48 hours (excluding weekends and public holidays) after it was demanded, be delivered at the meeting at which the demand is made.
1. I order to revoke a proxy instruction a member will need to inform the Company by sending a signed hard copy notice clearly stating the intention to revoke the proxy appointment to the Company's registrars, Capita Registrars of Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be received by the Company's registrars at least 48 hours before the General Meeting or the holding of a poll subsequently thereto. If a member attempts to revoke his or her proxy appointment but the revocation is received after the time specified then, subject to Note 9 below, the proxy appointment will remain valid.
1. You may submit your proxy electronically using the Shareportal Service at www.capitashareportal.com. If not already registered for the share portal, you will need your investor code which can be found on your share certificate. If you cannot locate your investor code, please contact Capita Registrars Limited, between 9.00 am and 5.30 pm (GMT) Monday to Friday (except UK public holidays) on telephone number 0871 664 0324 or, if telephoning from outside the UK, on +44 20 3170 0187. Calls to Capita Registrars' helpline (0871 664 0324) are charged at 10p per minute (including VAT) plus your service provider's network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes.
1. In the case of a corporation, this form must be executed under its common seal or signed on its behalf by its attorney or a duly authorised officer of the corporation.
1. In the case of joint shareholders, any one of them may sign. The vote of the person whose name stands first in the register of members will be accepted to the exclusion of the votes of the other joint holders.
1. Completion and return of a Form of Proxy will not preclude a member of the Company from attending and voting in person. If a member appoints a proxy and that member attends the General Meeting in person, the proxy appointment will automatically be terminated.
1. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, the proxy will vote or abstain from voting at his or her discretion. The proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the General Meeting.

Octopus Titan VCT 5 plc

(Registered in England and Wales with registered number 07406399)

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a general meeting of Octopus Titan VCT 5 plc (the "Company") will be held at 10.30 am on 24 October 2013 at 20 Old Bailey, London, EC4M 7AN for the purposes of considering and, if thought fit, passing the following resolutions, which will be proposed as to resolutions 1 and 2 as ordinary resolutions and as to resolutions 3 and 4 as special resolutions:

Ordinary Resolutions

1. THAT, in accordance with article 145 of the Company's articles of association, the directors of the Company be and hereby authorised to offer holders of Ordinary Shares the right to elect to receive Ordinary Shares, created as fully paid, instead of the whole (or some part to be determined by the Board) of any dividend declared in the period commencing on the date of this resolution and ending on the fifth anniversary of this resolution pursuant to the Company's Dividend Reinvestment Scheme.
1. THAT, in addition to existing authorities, the directors of the Company be and hereby are generally and unconditionally authorised in accordance with Section 551 of the CA 2006 to exercise all the powers of the Company to allot and issue shares in the capital of the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £1,500,000, provided that, the authority conferred by this resolution 2 shall expire on the conclusion of the annual general meeting of the Company to be held in 2015 (unless renewed, varied or revoked by the Company in a general meeting) but so that this authority shall allow the Company to make before the expiry of this authority offers or agreements which would or might require shares to be allotted or rights to be granted after such expiry.

Special Resolutions

1. THAT, the directors of the Company be and hereby are empowered pursuant to Sections 570 and 573 of the CA 2006 to allot or make offers to or agreements to allot equity securities (which expression shall have the meaning ascribed to it in Section 560(1) of the CA 2006) for cash pursuant to the authority given pursuant to resolution 2, as if Section 561(1) of the CA 2006 did not apply to such allotment, provided that the power provided by this resolution 3 shall expire on the conclusion of the annual general meeting of the Company to be held in 2015 (unless renewed, varied or revoked by the Company in general meeting).
1. THAT, subject to the approval of the High Court of Justice, the amount standing to the credit of the share premium account of the Company immediately following the closing of the Offer be cancelled.

Dated 3 September 2013

Patricia Standaloft 20 Old Bailey Secretary London

By order of the Board Registered Office: EC4M 7AN

Information regarding the General Meeting, including the information required by section 311A of CA 2006, is available from: www.octopusinvestments.com

Notes:

(a) Any member of the Company entitled to attend and vote at the General Meeting ("General Meeting") is also entitled to appoint one or more proxies to attend, speak and vote instead of that member. A member may appoint more then one proxy in relation to the General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. A proxy may demand, or join in demanding, a poll. A proxy need not be a member of the Company but must attend the General Meeting in order to represent his appointor. A member entitled to attend and vote at the General Meeting may appoint the Chairman or another person as his proxy although the Chairman will not speak for the member. A member who wishes his proxy to speak for him should appoint his own choice of proxy (not the Chairman) and give instructions directly to that person. If you are not a member of the Company but you have been nominated by a member of the Company to enjoy information rights, you do not have a right to appoint any proxies under the procedures set out in these Notes. Please read Note (h) below. Under section 319A of the CA 2006, the Company must answer any question a member asks relating to the business being dealt with at the General Meeting unless:
answering the question would interfere unduly with the preparation for the General Meeting or involve the disclosure of confidential information;
the answer has already been given on a website in the form of an answer to a question; or
it is undesirable in the interests of the Company or the good order of the General Meeting that the question be answered.
(b) To be valid, the reply paid Form of Proxy enclosed with this document and the power of attorney or other written authority, if any, under which it is signed or an office or notarially certified copy or a copy certified in accordance with the Powers of Attorney Act 1971 of such power and written authority, must be delivered to the Company's registrars not less than 48 hours (excluding weekends and public holidays) before the time appointed for holding the General Meeting or adjourned meeting at which the person named in the Form of Proxy proposes to vote. In the case of a poll taken more than 48 hours (excluding weekends and public holidays) after it is demanded, the document(s) must be delivered as aforesaid not less than 24 hours (excluding weekends and public holidays) before the time appointed for taking the poll, or where the poll is taken not more than 48 hours (excluding weekends and public holidays) after it was demanded, be delivered at the meeting at which the demand is made.
(c) In order to revoke a proxy instruction a member will need to inform the Company by sending a signed hard copy notice clearly stating the intention to revoke the proxy appointment to the Company's registrars, Capita Registrars at Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be received by the Company's registrars at least 48 hours before the General Meeting or the holding of a poll subsequently thereto. If a member attempts to revoke his or her proxy appointment but the revocation is received after the time specified then, subject to Note (d) directly below, the proxy appointment will remain valid.
(d) Completion and return of a Form of Proxy will not preclude a member of the Company from attending and voting in person. If a member appoints a proxy and that member attends the General Meeting in person, the proxy appointment will automatically be terminated.
(e) You may submit your proxy electronically using the Shareportal Service at www.capitashareportal.com. If not already registered for the share portal, you will need your investor code which can be found on your share certificate. If you cannot locate your investor code, please contact Capita Registrars Limited, between 9.00 am and 5.30 pm (GMT) Monday to Friday (except UK public holidays) on telephone number 0871 664 0324 or, if telephoning from outside the UK, on +44 20 3170 0187. Calls to Capita Registrars' helpline (0871 664 0324) are charged at 10p per minute (including VAT) plus your service provider's network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes.
(f) Copies of the Directors' Letters of Appointment, the Register of Directors' interests in the shares of the Company kept, a copy of the amended Articles of Association (marked up to show the proposed changes) and a copy of the current Articles of Association will be available for inspection at the registered office of the Company during usual business hours on any weekday (Saturday and Public Holidays excluded) from the date of this notice, until the end of the General Meeting and at the place of the General Meeting for at least 15 minutes prior to and during the meeting.
(g) Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company has specified that only those holders of the Company's shares registered on the Register of Members of the Company as at 10.30 am on 22 October 2013 or, in the event that the General Meeting is adjourned, on the Register of Members 48 hours before the time of any adjourned meeting, shall be entitled to attend and vote at the said General Meeting in respect of such shares registered in their name at the relevant time. Changes to entries on the Register of Members after 10.30 am on 22 October 2013 or, in the event that the General Meeting is adjourned, on the Register of Members less than 48 hours before the time of any adjourned meeting, shall be disregarded in determining the right of any person to attend and vote at the General Meeting.
(h) As at 2 September 2013, the Company's issued share capital comprised 20,013,790 Ordinary Shares. The total number of voting rights in the Company as at 2 September 2013 is 20,013,790. Octopus Investments Limited's website referred to above will include information on the number of shares and voting rights.
(i) If you are a person who has been nominated under section 146 of the CA 2006 to enjoy information rights ("Nominated Person"):
You may have a right under an agreement between you and the member of the Company who has nominated you to have information rights ("Relevant Member") to be appointed or to have someone else appointed as a proxy for the General Meeting;
If you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right under an agreement between you and the Relevant Member to give instructions to the Relevant Member as to the exercise of voting rights;
Your main point of contact in terms of your investment in the Company remains the Relevant Member (or, perhaps your custodian or broker) and you should continue to contact them (and not the Company) regarding any changes or queries relating to your personal details and your interest in the Company (including any administrative matters). The only exception to this is where the Company expressly requests a response from you.
(j) A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share.
(k) A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, the proxy will vote or abstain from voting at his or her discretion. The proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the General Meeting.
(l) Except as provided above, members who have general queries about the General Meeting should call the Company Secretary, Patricia Standaloft, on 0207 710 6471 or write to her at Octopus Investments Limited, 20 Old Bailey, London EC4M 7AN (no other methods of communication will be accepted):
(m) Members may not use any electronic address provided either in this notice of General Meeting, or any related documents (including the Chairman's letter and proxy form), to communicate with the Company for any purposes other than those expressly stated.

IMPORTANT NOTE: FORMS OF PROXY FOR OCTOPUS TITAN VCT 5 PLC SHOULD BE RETURNED TO CAPITA REGISTRARS, PXS, THE REGISTRY, 34 BECKENHAM ROAD, BECKENHAM, KENT BR3 4TU

FORM OF PROXY

For use at the General Meeting of Octopus Titan VCT 5 plc (the "Company"), or at any adjournment thereof, to be held at 20 Old Bailey, London, EC4M 7AN at 10.30am on 24 October 2013.
I/We
(Block Capitals Please)
of
being a Shareholder(s) of the above‐named Company, appoint the chairman of the meeting or
(Block Capitals Please)
of
If you are not voting all the Ordinary Shares you hold please enter the number you wish to vote here:

to act as my/our proxy to vote for me/us and on my/our behalf at the General Meeting of the Company to be held at 20 Old Bailey, London, EC4M 7AN at 10.30 am on 24 October 2013 (see note 1. below) and at every adjournment thereof and to vote for me/us on my/our behalf as directed below.

Please indicate with an 'X' if this is one of multiple proxy instructions being given

Please indicate with an 'X' in the space below how you wish your vote to be cast. If no indication is given your proxy will vote for or against the resolution or abstain from voting as he thinks fit.

The proxy is directed to vote as follows:

	Resolutions	For	Against	Vote Withheld
1.	Approval of the Dividend Reinvestment Scheme
2.	Approval of the authority to allot Ordinary Shares
3.	Approval of the authority to allot Ordinary Shares other than pro rata
4.	Approval of Cancellation of Share Premium Account

Signature .................................................................................... Dated ................................................2013

Notes to the proxy form:

✃

The Notice of the General Meeting ("General Meeting") is set out on pages 39 to 40 of the Circular.
1. Any member of the Company entitled to attend and vote at the General Meeting is also entitled to appoint one or more proxies to attend, speak and vote instead of that member. A member may appoint more then one proxy in relation to the General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. A proxy may demand, or join in demanding, a poll. A proxy need not be a member of the Company but must attend the General Meeting in order to represent his appointor. A member entitled to attend and vote at the General Meeting may appoint the Chairman or another person as his proxy although the Chairman will not speak for the member. A member who wishes his proxy to speak for him should appoint his own choice of proxy (not the Chairman) and give instructions directly to that person.
1. If you wish to appoint a proxy of your own choice delete the words "the Chairman of the General Meeting" and insert the name and address of the person whom you wish to appoint in the space provided.
1. Any alterations to the Form of Proxy should be initialled.
1. To be valid, the reply paid Form of Proxy enclosed with this document and the power of attorney or other written authority, if any, under which it is signed or an office or notarially certified copy or a copy certified in accordance with the Powers of Attorney Act 1971 of such power and written authority, must be delivered to the Company's registrars not less than 48 hours (excluding weekends and

public holidays) before the time appointed for holding the General Meeting or adjourned meeting at which the person named in the Form of Proxy proposes to vote. In the case of a poll taken more than 48 hours (excluding weekends and public holidays) after it is demanded, the document(s) must be delivered as aforesaid not less than 24 hours (excluding weekends and public holidays) before the time appointed for taking the poll, or where the poll is taken not more than 48 hours (excluding weekends and public holidays) after it was demanded, be delivered at the meeting at which the demand is made.

1. I order to revoke a proxy instruction a member will need to inform the Company by sending a signed hard copy notice clearly stating the intention to revoke the proxy appointment to the Company's registrars, Capita Registrars of Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be received by the Company's registrars at least 48 hours before the General Meeting or the holding of a poll subsequently thereto. If a member attempts to revoke his or her proxy appointment but the revocation is received after the time specified then, subject to Note 9 below, the proxy appointment will remain valid.
1. You may submit your proxy electronically using the Shareportal Service at www.capitashareportal.com. If not already registered for the share portal, you will need your investor code which can be found on your share certificate. If you cannot locate your investor code, please contact Capita Registrars Limited, between 9.00 am and 5.30 pm (GMT) Monday to Friday (except UK public holidays) on telephone number 0871 664 0324 or, if telephoning from outside the UK, on +44 20 3170 0187. Calls to Capita Registrars' helpline (0871 664 0324) are charged at 10p per minute (including VAT) plus your service provider's network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes
1. In the case of a corporation, this form must be executed under its common seal or signed on its behalf by its attorney or a duly authorised officer of the corporation.
1. In the case of joint shareholders, any one of them may sign. The vote of the person whose name stands first in the register of members will be accepted to the exclusion of the votes of the other joint holders.
1. Completion and return of a Form of Proxy will not preclude a member of the Company from attending and voting in person. If a member appoints a proxy and that member attends the General Meeting in person, the proxy appointment will automatically be terminated.
1. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, the proxy will vote or abstain from voting at his or her discretion. The proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the General Meeting.

ANNEX I

TERMS AND CONDITIONS OF THE DIVIDEND REINVESTMENT SCHEME (THE "SCHEME") OF THE COMPANIES

1. Elections to participate in the Scheme should be addressed to the Scheme administrator, Capita Registrars ("Scheme Administrator") in accordance with condition 12 and will only be effective for dividends to be paid 15 days following receipt of the election by the Scheme Administrator.
1. (a) The Company, acting through the Scheme Administrator, shall have absolute discretion to accept or reject elections. An applicant shall become a member of the Scheme upon acceptance of his or her election by the Scheme Administrator on the Company's behalf ("Participants"). The Scheme Administrator will provide written notification if an election is rejected. Only registered shareholders of the Company ("Shareholders") may join the Scheme.
(b) The Company shall apply dividends to be paid to Participants on ordinary shares of 10p each ("Ordinary Shares") in the Company in respect of which an election has been made in the allotment of further Ordinary Shares. The Scheme Administrator shall not have the discretion, and Participants may not instruct the Scheme Administrator, to apply those dividends ("funds") towards any investments other than investment in Ordinary Shares as set out in this condition 2(b).
(c) Participants who are Shareholders may only participate in the Scheme if all Ordinary Shares registered in their name are mandated to the Scheme.
(d) By joining the Scheme, Participants instruct the Scheme Administrator that the mandate will apply to the full number of Ordinary Shares held by them in respect of which the election is made, as entered onto the share register of the Company from time to time.
(e) In relation to new Ordinary Shares to be allotted in relation to a dividend such Ordinary Shares will only allotted to the registered shareholder and not any beneficial holder. Nominee Participants shall not be entitled to instruct the Scheme Administrator to allot Ordinary Shares to a beneficial holder (and Participants are advised to read condition 16 in respect of the consequences for VCT Tax reliefs).
1. (a) On or as soon as practicable after a day on which a dividend on the Ordinary Shares is due to be paid to a Participant or, if such day is not a dealing day on the London Stock Exchange, the dealing day thereafter ("Payment Date"), the Participant's funds held by the Company shall, subject to conditions 9, 10 and 19 below and the Company having the requisite shareholder authorities to allot Ordinary Shares, be applied on behalf of that Participant to subscribe for the maximum number of whole new Ordinary Shares which can be allotted with the funds.
(b) The number of Ordinary Shares to be allotted to a Participant pursuant to condition 3(a) above shall be calculated by dividing the Participant's funds by the greater of (i) the last published net asset value per existing Ordinary Share, (ii) the mid market price per Ordinary Share as quoted on the London Stock Exchange at the close of business on the 10th business day preceding the date of issue of such Ordinary Shares and (iii). Ordinary Shares will not be allotted at less than their nominal value.
(c) Fractional entitlements will not be allotted and any residual cash balance of less than the amount required to subscribe for a further new Ordinary Share, as set out in 3(b) above, will be donated to a registered charity at the discretion of the Company.
(d) The Company shall not be obliged to allot Ordinary Share under the Scheme to the extent that the total number of Ordinary Shares allotted by the Company pursuant to the Scheme in any financial year would exceed 10% of the aggregate number of Ordinary Shares on the first day of such financial year.
(e) The Company shall immediately after the subscription of Ordinary Shares in accordance with the condition at 3(a) above take all necessary steps to ensure that those Ordinary Shares shall be admitted to the Official List and to trading on the premium segment of the main market of the London Stock Exchange, provided that at the time of such subscription the existing Ordinary Shares in issue are so admitted to the Official List and to trading on the premium segment of the main market of the London Stock Exchange.
1. The Scheme Administrator shall as soon as practicable after the allotment of Ordinary Shares in accordance with condition 3 procure (i) that the Participants are entered onto the Share Register of the Company as the registered holders of those Ordinary Shares (ii) that share certificates (unless such Ordinary Shares are to

be uncertified) and, where applicable, income tax vouchers ("Tax Vouchers") are sent to Participants at their own risk and (iii) that Participants receive a statement detailing:

(a) the total number of Ordinary Shares held at the record date for which a valid election was made;
(b) the number of Ordinary Shares allotted;
(c) the price per Ordinary Share allotted;
(d) the cash equivalent of the Ordinary Shares allotted; and
(e) the date of allotment of the Ordinary Shares.
1. All costs and expenses incurred by the Scheme Administrator in administering the Scheme will be borne by the Company.
1. Each Participant warrants to the Scheme Administrator that all information set out in the application form (including any electronic election) on which the election to participate in the Scheme is contained is correct and to the extent any of the information changes he or she will notify the changes to the Scheme Administrator and that during the continuance of his or her participation in the Scheme he or she will comply with the provisions of condition 7 below.
1. The right to participate in the Scheme will not be available to any person who is a citizen, resident or national of, or who has a registered address in, any jurisdiction outside the UK unless such right could properly be made available to such person. No such person receiving a copy of the Scheme documents may treat them as offering such a right unless an offer could properly be made to such person. It is the responsibility of any Shareholder wishing to participate in the Scheme to be satisfied as to the full observance of the laws of the relevant jurisdiction(s) in connection therewith, including obtaining any governmental or other consents which may be required and observing any other formalities needing to be observed in any such jurisdiction(s).
1. Participants acknowledge that the Scheme Administrator is not providing a discretionary management service. Neither the Scheme Administrator nor the Company shall be responsible for any loss or damage to Participants as a result of their participation in the Scheme unless due to the negligence or wilful default of the Scheme Administrator or the Company or their respective employees and agents.
1. Participants may:
(a) at any time by notice to the Scheme Administrator terminate their participation in the Scheme and withdraw any funds held by the Company on their behalf; and
(b) in respect of Ordinary Shares they hold as nominee and subject to condition 2(f), give notice to the Scheme Administrator that, in respect of a forthcoming Payment Date, their election to receive Ordinary Shares is only to apply to a specified amount due to the Participant as set out in such notice.

Such notices shall not be effective in respect of the next forthcoming Payment Date unless it is received by the Scheme Administrator at least 15 days prior to such Payment Date. In respect of notices under (a) above, such notice will be deemed to have been served where the Participant ceases to hold any Ordinary Shares. Upon receipt of notice of termination, all funds held by the Company on the Participant's behalf shall be returned to the Participant as soon as reasonably practical at the address set out in register of members, subject to any deductions which the Company may be entitled or bound to make hereunder.

1. The Company shall be entitled at its absolute discretion, at any time and from time to time to:
(a) suspend the operation of the Scheme;
(b) terminate the Scheme without notice to the Participants; and/or
(c) resolve to pay dividends to Participants partly by way of cash and partly by way of new Ordinary Shares pursuant to the Scheme.
1. Participants who wish to participate in the Scheme in respect of new Ordinary Shares to be issued pursuant to a prospectus or top‐up offer document may tick the relevant box on the applicable application form.

Participants who wish to participate in the Scheme and who already have Ordinary Shares issued to them held in certificated form, i.e. not in CREST, should complete and sign a Mandate Form and return it no later than 15 days prior to the dividend payment date to Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Personalised Mandate Forms can be obtained from Capita Registrars at the address above or by telephoning 0871 664 0300 (Calls cost 10p per minute plus network extras. Lines are open 8.30 am – 5.30 pm Mon‐Fri. If calling from overseas please ring +44 208 639 2157).

Participants who wish to participate in the Scheme and who already have Ordinary Shares issued to them held in uncertificated form in CREST (and was in uncertificated form as at the relevant record date), the Participants can only elect to receive a dividend in the form of new Ordinary Shares by means of the CREST procedure to effect such an election for each Titan VCT. No other method of election will be permitted under the Scheme and will be rejected. By doing so, such Shareholders confirm their election to participate in the Scheme and their acceptance of the Scheme terms and conditions. If a Participant is a CREST sponsored member, they should consult their CREST sponsor, who will be able to take appropriate action on their behalf. All elections made via the CREST system should be submitted using the Dividend Election Input Message in accordance with the procedures as stated in the CREST Reference Manual. The Dividend Election Input Message submitted must contain the number of Ordinary Shares on which the election is being made. If the relevant field is left blank or completed with zero the election will be rejected. If a Participant enters a number of Ordinary Shares greater than the holder in CREST on the relevant record date for dividend the system will automatically amend the number down to the record date holding. When inputting the election, a 'single drip' election should be selected (the Corporation Action Number for this can be found on the CREST GUI). Evergreen elections will not be permitted. Participants who wish to receive new Ordinary Shares instead of cash in respect of future dividends, must complete a Dividend Election Input Message on each occasion otherwise they will receive the dividend in cash. Elections via CREST should be received by CREST no later than 5.00 pm on such date that is at least 15 days before the dividend payment date for the relevant dividend in respect of which you wish to make an election. Once an election is made using the CREST Dividend Election Input Message it cannot be amended. Therefore, if a CREST Shareholder wishes to change their election, the previous election would have to be cancelled.

1. A written mandate form will remain valid for all dividends paid to the Participant by the Company until such time as the Participant gives notice in writing to the Registrars that he no longer wishes to participate in the Scheme.
1. The Company shall be entitled to amend the Scheme Terms and Conditions on giving one month's notice in writing to all Participants. If such amendments have arisen as a result of any change in statutory or other regulatory requirements, notice of such amendment will not be given to Participants unless in the Company's opinion the change materially affects the interests of the Participants. Amendments to the Scheme Terms and conditions which are of a formal, minor or technical nature or made to correct a manifest error and which do not adversely affect the interests of Participants may be effected without notice.
1. By ticking the relevant election box and completing and delivering the application form or submitting the election electronically, the Participant:
(a) agrees to provide the Company with any information which it may request in connection with such application and to comply with legislation relating to venture capital trusts or other relevant legislation (as the same may be amended from time to time); and
(b) declares that a loan has not been made to the Participant on whose behalf the Ordinary Shares are held or any associate of either of them, which would not have been made or not have been made on the same terms but for the Participant electing to receive new Ordinary Shares and that the Ordinary Shares are being acquired for bona fide investment purposes and not as part of a scheme or arrangement the main purposes of which is the avoidance of tax.
1. Elections by individuals for Ordinary Shares should attract applicable VCT tax reliefs (depending on the particular circumstances of a particular individual) for the tax year in which the Ordinary Shares are allotted provided that the issue of Ordinary shares under the Scheme is within the investor's annual £200,000 limit. Participants and beneficial owners are responsible for ascertaining their own tax status and liabilities and neither the Scheme Administrator nor the Company accepts any liability in the event that tax reliefs are not obtained. Ordinary Shares allotted to Nominees may not attract VCT tax reliefs and beneficial owners should obtain tax advice in relation to their own particular circumstances. The Tax Voucher can be used to claim any relevant income tax relief either by obtaining from the HM Revenue & Customs an adjustment to the Participant's tax coding under the PAYE system or by waiting until the end of the year and using the Self Assessment Tax Return.
1. The Company will subject to conditions 9, 10 and 19, issue Ordinary Shares in respect of the whole of any dividend payable (for the avoidance of doubt irrespective of whether the amount of allotment is greater than any maximum limits imposed from time to time to be able to benefit from any applicable VCT tax reliefs) unless the Scheme Administrator has been notified to the contrary in writing at least 15 days before a Payment Date.
1. Shareholders electing to receive Ordinary Shares rather than a cash dividend will be treated as having received a normal dividend. Shareholders qualifying for VCT tax reliefs should not be liable to income tax on shares allotted in respect of dividends from qualifying VCT shares.
1. For capital gains tax purposes, Shareholders who elect to receive Ordinary Shares instead of a cash dividend are not treated as having made a capital disposal of their existing Ordinary Shares. The new Ordinary Shares will be treated as a separate asset for capital gains purposes.
1. The Company shall not be obliged to accept any application or issue Ordinary Shares hereunder if the Directors so decide in their absolute discretion. The Company may do or refrain from doing anything which, in the reasonable opinion of the Directors, is necessary to comply with the law of any jurisdiction or any rules, regulations or requirements of any regulatory authority or other body, which his binding upon the Company or the Scheme Administrator.
1. The amount of any claim or claims a Participant has against the Company or the Scheme Administrator shall not exceed the value of such Participant's Ordinary Shares in the Scheme. Nothing in these Scheme Terms and Conditions shall exclude the Company or the Scheme Administrator from any liability caused by fraud, wilful default or negligence. Neither the Company nor the Scheme Administrator will be responsible for:
(a) acting or failing to act in accordance with a court order of which the Scheme Administrator has not been notified (whatever jurisdiction may govern the court order); or
(b) forged or fraudulent instructions and will be entitled to assume that instructions received purporting to be from an Shareholder (or, where relevant, a nominee) are genuine; or
(c) losses, costs, damages or expenses sustained or incurred by an Shareholder (or, where relevant, a nominee) by reason of industrial action or any cause beyond the control of the Company or the Scheme Administrator, including (without limitation) any failure, interruption or delay in performance of the obligations pursuant to these Scheme Terms and Conditions resulting from the breakdown, failure or malfunction of any telecommunications or computer service or electronic payment system or CREST; or
(d) any indirect or consequential loss.
1. These Scheme Terms and Conditions are for the benefit of a Participant only and shall not confer any benefits on, or be enforceable by, a third party and the rights and/or benefits a third party may have pursuant to the Contracts (Rights of Third Parties) Act 1999 are excluded to the fullest possible extent.
1. All notices and instructions to be given to the Scheme Administrator shall be in writing and delivered or posted to Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.
1. These Scheme Terms and Conditions shall be governed by, and construed in accordance with, English law and each Participant submits to the jurisdiction of the English courts and agrees that nothing shall limit the right of the Company to bring any action, suit or proceeding arising out of or in connection with the Scheme in any other manner permitted by law or in any court of competent jurisdiction.

Shareholders who are in any doubt about their tax position should consult their independent financial adviser.

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ANNEX II

OCTOPUS TITAN VCT 1‐5 plc

DIVIDEND REINVESTMENT SCHEME MANDATE FORM

If you wish to participate in the dividend reinvestment scheme (the "Scheme") in respect of your holding of Ordinary Shares in any or all of Titan VCTs, please annotate below which Titan VCT you wish to reinvest in and then sign and return this form to the Scheme Administrator, Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU no later than 15 Business Days before the payment of a dividend by the Company. All enquiries concerning this form should be made to Capita Registrars Limited, New Issues, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by telephoning 0871 664 0324 (Calls cost 10p per minute plus network extras. Lines are open 8.30 am – 5.30 pm Mon‐Fri. If calling from overseas please ring +44 20 3170 0187).

If your Ordinary Shares in any or all of Titan VCTs are held in more than one account you must complete a separate form for each account. You may obtain further copies of this form from the Scheme Administrator.

If you decide to participate in the Scheme you will be deemed to have agreed that any mandate which you have given for the payment of cash dividends directly to your Bank or Building Society account shall be suspended for so long as you remain a participant in the Scheme.

Shareholders in any doubt about the tax position should consult their independent professional adviser.

Shareholders in any doubt about the tax position should consult their independent professional adviser.

In the case of joint holders all must sign. In the case of a corporation/nominee company this form must be executed under its common seal or be signed by a duly authorised official, whose capacity should be stated in accordance with Section 44 of the Companies Act 2006.

If this form is not completed to the satisfaction of the Scheme Administrator it will not be processed and will be returned to you for completion.

You can also register to reinvest dividends in each of the Titan VCTs electronically by visiting the Capita website at: www.capitashareportal.com or if you are investing in the Offer by the Titan VCTs which opened on 3 September 2013, by completing Section 3 on page 3 of the Application Form which can be found on the Octopus website at: www.octopusinvestments.com or a copy requested from Octopus Investments Limited, 20 Old Bailey, London EC4M 7AN. Alternatively you can call Octopus on 0800 316 2295 who will be happy to send you an Application Form.

You will need to send your dividend reinvestment instructions to Capita at least 15 days prior to the dividend payment date to be able to participate and reinvest your dividend on the dividend payment date.

You can revoke a dividend reinvestment election in any or all of the Titan VCTs by contacting the Scheme Administrator stating which VCT you want your instruction to apply to.

To: the Scheme Administrator and the Company

I/We, the undersigned, confirm that I/we have read and understood the terms and conditions of the Scheme and that I/we wish to participate in that Scheme for each future dividend paid on the Ordinary Shares of the Companies indicated below and to which the scheme is applied. I/We agree that future dividends paid on Ordinary Shares will be reinvested in Ordinary Shares.

Choose which Company:		Tick Here to reinvest
Octopus Titan VCT 1 plc
Octopus Titan VCT 2 plc
Octopus Titan VCT 3 plc
Octopus Titan VCT 4 plc
Octopus Titan VCT 5 plc
Shareholder Name (1)	Shareholder Name (2)	Shareholder Name (3)	Shareholder Name (4)
Address:

All shareholders named above must sign.

Email address

Signature (1)	Date

Signature (2)	Date

Signature (3)	Date

Signature (4)	Date
Daytime telephone number
National Insurance number or Investor Code number (which can be found on your share certificate)

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Perivan Financial Print 229726

AI assistant

OCTOPUS TITAN VCT PLC — Proxy Solicitation & Information Statement 2013

4874_rns_2013-09-03_c11fca64-f49e-447e-b962-8fbf9034d990.pdf

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Octopus Titan VCT 1 plc

Octopus Titan VCT 2 plc

Octopus Titan VCT 3 plc

Octopus Titan VCT 4 plc

Octopus Titan VCT 5 plc

Recommended proposals relating to:

CONTENTS

EXPECTED TIMETABLES

EXPECTED TIMETABLE FOR OCTOPUS TITAN VCT 1 PLC

EXPECTED TIMETABLE FOR OCTOPUS TITAN VCT 2 PLC

EXPECTED TIMETABLE FOR OCTOPUS TITAN VCT 3 PLC

EXPECTED TIMETABLE FOR OCTOPUS TITAN VCT 4 PLC

EXPECTED TIMETABLE FOR OCTOPUS TITAN VCT 5 PLC

Note:

PART I

RISK FACTORS

PART II

LETTER FROM THE CHAIRMEN OF THE TITAN VCTs

Overview

Additional Shares for early investment

Action to be taken

Recommendation

PART III

FURTHER DETAILS ON THE PROPOSALS

1. Offer for Subscription to raise up to £35,000,000 in aggregate by way on an issue of New Shares with an over allotment facility of a further £15,000,000 in aggregate

2. Dividend Reinvestment Scheme (DRIS)

3. Cancellation of share premium accounts

4. Articles of Association

5. Irrevocable Undertakings to vote in favour of the Resolutions

6. General Meetings

Resolution 1 to be proposed at the General Meetings – Approval of the Dividend Reinvestment Scheme

Resolution 2 to be proposed at the Titan General Meetings – Approval of the authority for the Directors to allot Ordinary Shares

Resolution 3 to be proposed at the General Meetings – Approval of the authority for the Directors to allot Ordinary Shares whilst disapplying pre‐emption rights

Resolution 4 to be proposed at the General Meetings – Approval of the Cancellation of the Titan VCTs' Share Premium Accounts

Resolution 5 to be proposed at the Titan 1‐ 4 General Meetings: Amendment to the Articles to extend the date of the continuation vote

PART IV

ADDITIONAL INFORMATION

1. Responsibility

2. Share Capital

3. Directors and their Interests

Octopus Titan VCT 2 plc

Octopus Titan VCT 3 plc

Octopus Titan VCT 4 plc

Octopus Titan VCT 5 plc

3.7 The current annual remuneration of the Directors is as follows:

4. Substantial Shareholders

5. Material Contracts

Octopus Titan VCT 1 plc

Octopus Titan VCT 2 plc

Octopus Titan VCT 3 plc

Octopus Titan VCT 4 plc

Octopus Titan VCT 5 plc

6. Dilution

7. Other

8. Documents Available for Inspection

PART V

DEFINITIONS

Octopus Titan VCT 1 plc

NOTICE OF GENERAL MEETING

Ordinary Resolutions

Special Resolutions

Notes:

IMPORTANT NOTE: FORMS OF PROXY FOR OCTOPUS TITAN VCT 1 PLC SHOULD BE RETURNED TO CAPITA REGISTRARS, PXS, THE REGISTRY, 34 BECKENHAM ROAD, BECKENHAM, KENT BR3 4TU

FORM OF PROXY

Octopus Titan VCT 2 plc

NOTICE OF GENERAL MEETING

Ordinary Resolutions

Special Resolutions

Notes:

IMPORTANT NOTE: FORMS OF PROXY FOR OCTOPUS TITAN VCT 2 PLC SHOULD BE RETURNED TO CAPITA REGISTRARS, PXS, THE REGISTRY, 34 BECKENHAM ROAD, BECKENHAM, KENT BR3 4TU

FORM OF PROXY

Octopus Titan VCT 3 plc

NOTICE OF GENERAL MEETING

Ordinary Resolution

Special Resolutions

Notes:

OCTOPUS TITAN VCT PLC Proxy Solicitation & Information Statement 2013