OCTOPUS TITAN VCT PLC — Proxy Solicitation & Information Statement 2016

Aug 23, 2016

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 (FSMA) 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 Octopus Titan VCT plc (the "Company"), please send this document and accompanying form 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 Company and no one else and, subject to the responsibilities and liabilities imposed by FSMA, will not be responsible to anyone other than the Company 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 plc

(Registered in England and Wales with registered number 6397765)

Recommended proposals relating to:

• authorities to allot Shares whilst disapplying pre-emption rights
• an amendment to the Company's investment policy
• an amendment to the Company's articles of association
• the authority to repurchase Shares
• the cancellation of the Company's share premium account
• the cancellation of the Company's capital redemption reserve

A notice of the General Meeting of the Company, to be held at 3 pm on Thursday, 6 October 2016, at 33 Holborn, London EC1N 2HT, to approve the Resolutions to effect the Proposals, is set out at the end of this document.

To be valid, the form of proxy accompanying this document for the General Meeting (and the power of attorney or other authority (if any) under which it is 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 Asset Services, PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF.

For further information, the prospectus issued by the Company dated 23 August 2016 is available at www.octopusinvestments.com/titan.

CONTENTS

	EXPECTED TIMETABLE	3
OFFER STATISTICS		3
PART I	RISK FACTORS	4
PART II	LETTER FROM THE CHAIRMAN OF THE COMPANY	5
PART III	FURTHER DETAILS ON THE OFFER	9
PART IV	INVESTMENT POLICY AND NEW INVESTMENT POLICY	10
PART V	ADDITIONAL INFORMATION	12
PART VI	DEFINITIONS	16
	NOTICE OF GENERAL MEETING	18
ANNEX I	TERMS AND CONDITIONS OF THE DIVIDEND REINVESTMENT SCHEME OF
	OCTOPUS TITAN VCT PLC	21
ANNEX II	DIVIDEND REINVESTMENT SCHEME MANDATE FORM	25

EXPECTED TIMETABLE

General Meeting

Latest time and date for receipt of Forms of Proxy for General Meeting	3 pm on 4 October 2016
General Meeting	3 pm on 6 October 2016

Offer

Launch date of the Offer	23 August 2016
First allotment under the Offer	16 December 2016
Deadline for receipt of applications for final allotment in 2016/17 tax year	12 noon on 5 April 2017
Deadline for receipt of applications for final allotment in 2017/18 tax year	12 noon on 21 August 2017
Closing date of the Offer	22 August 2017

• The Offer will close earlier if fully subscribed. The Board reserves the right to close the Offer earlier and to accept Applications and issue New Shares at any time following the receipt of valid Applications.
• The results of the Offer will be announced to the London Stock Exchange through a Regulatory Information Service provider authorised by the FCA.
• Dealing is expected to commence in the New Shares within ten business days of allotments and share and tax certificates are expected to be dispatched within 14 business days of allotments.
• The dates set out in the expected timetable above may be adjusted by the Company, in which event details of the new dates will be notified through the Regulatory Information Service.

OFFER STATISTICS

Costs of Offer	Up to 7.5% of gross proceeds of the Offer
Initial adviser charge or intermediary commission	Up to 4.5% of gross proceeds of the Offer
Ongoing adviser charge or annual ongoing	Up to 0.5% per annum of the latest NAV of gross sums invested
charge	in the Offer for up to 9 years

• The cost of the Offer is capped at 7.5%. Octopus has agreed to indemnify the Company against the costs of the Offer in excess of this amount.

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 Company 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 Meeting but are not the only risks in relation to the Proposals and the Company. Additional risks and uncertainties relating to the Company 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 Company and the market price of the New 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 Offer is conditional on the approval by Shareholders of Resolutions 1 and 5 to be proposed at the General Meeting. If these Resolutions are not approved, the Offer will be withdrawn and the expected benefits of the Offer will not be realised and the Company will be responsible for the costs of the Proposals relating to the Offer.

The Finance Act 2014 restricts income tax relief on subscription to a VCT after 5 April 2014, where, within 6 months of the subscription, whether before or after, the investor had disposed of shares in that VCT or a VCT which at any time merges with that VCT. Shareholders who have subscribed for shares in any of the Titan VCTs since 5 April 2014 should note this.

The past performance of the Company or Octopus is no indication of their future performance.

Whilst it is the intention of the Board that the Company will continue to be managed so as to qualify as a venture capital trust, 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 Company lose its venture capital trust status, dividends and gains arising on the disposal of Shares would become subject to tax and the Company 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 Company and/or the rates of tax may change during the life of the Company and may apply retrospectively, which may adversely affect an investment in the Company.

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

VCT status will be withdrawn if, in respect of shares issued on or after 6 April 2014, a dividend is paid (or other forms of distribution or payments are made to investors) from share capital or reserves arising from the issue of shares within three years of the end of the accounting period in which shares were issued to investors. This may reduce the amount of distributable reserves available to the Company to fund dividends and share buybacks.

Registered Office:

33 Holborn London EC1N 2HT

23 August 2016

Dear Shareholder,

Recommended Proposals relating to:

• authorities to allot Shares whilst disapplying pre-emption rights
• an amendment to the Company's investment policy
• an amendment to the Company's articles of association
• the authority to repurchase Shares
• the cancellation of the Company's share premium account
• the cancellation of the Company's capital redemption reserve

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

The Offer

The Board is pleased with the progress of the Company's funds, its performance to date and the potential for further performance in the future.

To optimise this future performance, it is proposed to raise up to £70 million of further capital under the Offer to pursue these investment opportunities, with an over allotment facility of a further £50 million subject to demand.

The Offer is conditional upon the passing by the Shareholders of Resolutions 1 and 5 at the General Meeting.

These funds will be utilised to support both the Company's existing portfolio and also to take advantage of attractive conditions for making new investments. Within the Company's existing portfolio, 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 the Company 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 Company and Shareholders. As well as these follow-on investment opportunities, the portfolio managers at Octopus continue to see new investment prospects with good growth potential, which the Board is keen that it is able to fund in what is currently an attractive environment for early-stage investing.

New Shares issued under the Offer will be at a subscription price equal to the most recently published NAV per Share at the time of allotment, divided by 0.945 to take into account the majority of the Offer costs. The costs of the Offer are up to 7.5% of the gross proceeds of the Offer. Initial adviser charges are up to 4.5% of the gross proceeds of the Offer and the ongoing adviser charge or annual ongoing charge is up to 0.5% per annum of the latest NAV of gross sums invested in the Offer for up to 9 years. The cost of the Offer is capped at 7.5%. Octopus has agreed to indemnify the Company against the costs of the Offer in excess of this amount.

Investors who are existing, or who were previously, shareholders of any Octopus VCT will benefit from the costs of the Offer being reduced by 1.0%, or by 2.0% if valid applications are received on or before 13 December 2016. Applicants will receive these reductions in the form of additional New Shares, which will be paid for by Octopus.

Amendment to the Company's Investment Policy

The Company was launched nine years ago in 2007 and since then its investment policy has remained unchanged. With the benefit of experience, the continuing evolution of the early stage investment environment and recent changes in VCT legislation, the Company feels it is appropriate to refresh the investment policy.

Whilst the Company has made changes to the terminology it applies to the investment sectors, in reality this is simply a change in the language used to describe the sectors rather than a change to the investment strategy itself. Instead of defining separately: Technology, Media, Telecoms, Consumer Lifestyle and Well-being, and Environment, the Company has simplified this to "a range of technology sectors" which it believes is simpler to communicate and more reflective of the way the Company thinks about its investments, both historic and future. The underlying portfolio has not changed and the type of companies the Company will invest in will not change.

The Company has also made changes to the types of non-Qualifying Investments it will make, which is purely to align with recent VCT legislative changes. The Company has also increased the top range of the % of Qualifying Investments that it will aim to hold from 85% to 90%. This, again, is reflective of changes in legislation restricting non-Qualifying Investments, meaning that the balance may shift slightly towards holding more Qualifying Investments.

The most significant change is the removal of the passage restricting the use of borrowing to make investments. The Company has no intention to make use of borrowing for this purpose in the immediate future, however it would like to align the investment policy with the Articles and remove any constraints placed upon it by this clause to provide more flexibility in the future should any such need or desire arise.

The Company does not believe that the changes outlined will affect how the Company is managed on a day to day basis and will not affect the diversity of the Company's portfolio.

The Company's current investment policy and the investment policy to be adopted at the General Meeting are set out in Part IV.

Amendment to the Articles

It is proposed to adopt new Articles at the General Meeting to increase the maximum aggregate remuneration that is permitted to be paid to the Directors under article 102.1 of the Articles from £100,000 to £150,000. The amendment is being proposed in the event that the Company proposes to increase the remuneration of the Directors in the future. The Company does not propose to increase the present remuneration for a period of at least two years from the date of this document. Octopus has agreed to pay for the remuneration of Matthew Cooper, the non-independent Director.

The New Articles 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 Meeting at the registered office of the Company and at the registered office of Howard Kennedy. They will also be available at the General Meeting for at least 15 minutes before and during the meeting.

Dividend Policy and Dividend Reinvestment Scheme

A VCT is able to make dividend payments from its distributable reserves. These distributions are not subject to any further tax to Qualifying Subscribers. In order to remain qualifying as a VCT, the Company may not retain more than 15% of the income it receives from shares and securities.

The amount of these dividends depends, amongst other things, on the level of income and capital returns generated by the Qualifying Investments, the performance of the non-Qualifying Investments and the amount raised by the Offer.

The Company is targeting a total regular annual dividend of 5p per annum with the potential to pay special dividends as investments are realised at a significant profit. To date the Company has announced a total of 61.0p in dividends.

The Company has adopted a Dividend Reinvestment Scheme (DRIS), under which Shareholders are given the opportunity to automatically re-invest future dividend payments by subscribing for new 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.

Shareholders who are not presently participating in the DRIS may elect to do so by completing the dividend reinvestment mandate form at the end of this document. Shareholders should be aware that participation is in respect of their entire shareholding in the Company and participation in the DRIS can be cancelled at any time with that Shareholder's written authority.

General Meeting

At the General Meeting, Resolutions will be proposed to give the Directors the authority to allot New Shares under the Offer and under the DRIS whilst disapplying pre-emption rights. Resolutions will also be proposed to amend the Company's investment policy and the Articles. Resolutions will also be proposed to approve the Company's ability to make market purchases of its Shares and to approve, subject to the sanction of the High Court, the cancellation of the Company's share premium account and capital redemption reserve. These Resolutions are detailed below. The Resolutions are required to be put to Shareholders under the CA 2006, the Articles and the Listing Rules.

A notice of the General Meeting, to be held at 3 pm on Thursday, 6 October 2016 at 33 Holborn, EC1N 2HT, is set out at the end of this document. An explanation of the Resolutions to be proposed at the General Meeting is set out below:

Resolution 1 will authorise the Directors pursuant to Section 551 CA 2006 to allot Shares up to an aggregate nominal value of £14.5 million (representing 45% of the issued share capital of the Company as at 22 August 2016, this being the latest practicable date prior to the publication of this document). The authority conferred by Resolution 1 will expire 18 months from the date of the passing of this resolution unless renewed, varied or revoked by the Company in general meeting and will be in addition to existing authorities. The Board intends to utilise this authority in respect of the Offer and other small top up offers from time to time which do not require a prospectus to be issued by the Company.

Resolution 2 will authorise the Directors pursuant to Section 551 CA 2006 to allot Shares in connection with the DRIS up to an aggregate nominal amount of £3.1 million (representing approximately 9.6% of the Shares in issue as at 22 August 2016, this being the latest practicable date prior to the publication of this document). The authority conferred by this Resolution 2 will expire on the date falling 18 months from the date of the passing of this Resolution (unless renewed, varied or revoked by the Company in general meeting). The Board intends to utilise this authority to issue Shares from time to time under the DRIS.

Resolution 3 seeks the approval of Shareholders to amend the Company's investment policy, for the reasons set out under the heading "Amendment to the Company's investment policy" on page 6.

Resolution 4 seeks the approval of Shareholders to amend the Articles, for the reasons set out under the heading "Amendment to the Articles" on page 6.

Resolution 5 will disapply pre-emption rights in respect of the allotment of Shares pursuant to Resolution 1 above provided that the power shall expire on the date falling 18 months from the date of the passing of this Resolution (unless renewed, varied or revoked by the Company in general meeting) and provided further that this power shall be limited to (i) the allotment and issue of Shares up to an aggregate nominal value of £14.5 million pursuant to offer(s) for subscription and (ii) the allotment and issue of Shares up to an aggregate nominal value representing 10% of the issued Share capital from time to time, where the proceeds may in whole or part be used to purchase Shares in the Company.

Resolution 6 will disapply pre-emption rights in respect of the allotment of Shares pursuant to Resolution 2 above provided that the power shall expire on the date falling 18 months from the date of the passing of this Resolution (unless renewed, varied or revoked by the Company in general meeting) and provided further that this power shall be limited to the allotment and issue of shares in connection with the DRIS.

Resolution 7 will authorise the Company to make market purchases of up to 45 million Shares (representing approximately 10.1% of the maximum expected enlarged share capital of the Company following the Offer). Any Shares bought back under this authority will be at a price determined by the Board, (subject to a minimum price of 10p (being the nominal value of such Shares) and a maximum price of 5% above the average mid-market quotation for such Shares on the London Stock Exchange and the applicable regulations thereunder) and may be cancelled or held in treasury as may be determined by the Board. The authority conferred by Resolution 7 will expire 18 months from the date of the passing of this Resolution unless renewed, varied or revoked by the Company in general meeting and will be in addition to existing authorities. The Board intends to utilise this authority to buy back Shares from time to time.

Resolution 8 is a resolution to cancel the share premium account of the Company at the date an order is made confirming such cancellation by the Court, to create a pool of distributable reserves.

Resolution 9 is a resolution to cancel the capital redemption reserve of the Company at the date an order is made confirming such cancellation by the Court, to create a pool of distributable reserves.

Resolutions 1 to 3 will be proposed as ordinary resolutions requiring the approval of a simple majority of more than 50% of the votes cast on the Resolutions. Resolutions 4 to 9 will be proposed as special resolutions requiring the approval of 75% of the votes cast on the Resolutions.

Action to be taken

Before taking any action, you are recommended to read the information set out in Parts III to V of this document.

Enclosed with this Circular, Shareholders will find a form of proxy for use at the General Meeting, which you are asked to complete and return.

Whether or not you propose to attend the General Meeting, you are requested to complete and return the form of proxy so that it is received not less than 48 hours (excluding weekends and public holidays) before the General Meeting. Completion and return of the form of proxy will not prevent you from attending the meeting and voting in person should you wish to do so.

Recommendation

The Board believes that the Proposals are in the best interests of the Shareholders as a whole and recommend to the Shareholders to vote in favour of the Resolutions. All of the Directors have committed to vote in favour of all of the Resolutions in respect of their own beneficial holdings (representing approximately 0.3% of the issued Shares as at 22 August 2016, this being the latest practicable date prior to the publication of this document).

Yours faithfully

John Hustler Chairman

PART III – FURTHER DETAILS ON THE OFFER

The Company is seeking to raise £70 million under the Offer, with an over allotment facility of a further £50 million. The minimum investment is £3,000. There is no maximum investment. The Offer is conditional upon the passing by the Shareholders of Resolutions 1 and 5 at the General Meeting.

Terms of the Offer

The Offer Price will be determined by the following formula:

● the most recently announced NAV per Share, divided by 0.945

Investors who are existing, or who were previously, shareholders of any Octopus VCT will benefit from the costs of the Offer being reduced by 1.0%, or by 2% if valid applications are received on or before 13 December 2016. Other Applicants whose valid applications are received on or before 13 December 2016 will benefit from costs of the Offer being reduced by 1.0%. Applicants will receive these reductions in the form of additional New Shares, which will be paid for by Octopus.

Where the share price of the Company has been declared ex-dividend on the London Stock Exchange, the NAV used for determining the Offer Price will be ex-dividend. For the purpose of determining the Offer Price, the NAV per Share will be rounded up to one decimal place and the number of New Shares to be issued will be rounded down to the nearest whole number (fractions of New Shares will not be allotted). Where there is a surplus of application funds, these will be returned to applicants (except where the amount is less than the Offer Price of one New Share, as above, in which case it will be donated to charity), without interest.

The Offer will remain open until 22 August 2017 unless fully subscribed at an earlier date and the Board reserves the right to close the Offer earlier and to accept applications and issue New Shares at any time following the receipt of valid applications. New Shares issued will rank pari passu with the existing Shares from the date of issue.

Example

On the assumption that an investor does not receive any advice in respect of their Application, an illustration of the pricing formula for an aggregate investment of £10,000 under the Offer (using the most recently published NAV as at the date of this document) is set out below:

Unaudited NAV as at 30 April 2016* (p)	Offer Price (p)	Application (£)	Number of New Shares to be allotted
93.7	99.2	£10,000	10,080

*NAV ex-dividend where applicable

The Offer Price may vary between allotments based on the movement in the published NAV of the Shares.

The full terms and conditions applicable to the Offer are set out in the Prospectus.

Use of funds

The Company's success to date has highlighted that the model used by Octopus is one that can lead to significant returns. The Board believes that the Company's portfolio is well positioned to continue this trend, delivering capital growth to those investors able to take a long-term view to investing in well-run UK companies. The Board also believes that the funding gap, created by the banks' reluctance to lend to smaller companies, means that there are plenty of strong investment opportunities that can be accessed.

The funds raised under the Offer will be invested in accordance with the Company's investment policy. Some of the funds raised will be used to invest into new portfolio companies and some will be used to further support the Company's existing portfolio.

The aggregate net proceeds of the Offer, assuming a £120 million subscription and the maximum initial charge, will be £111 million.

PART IV - INVESTMENT POLICY AND NEW INVESTMENT POLICY

Current investment policy

The Company's current investment policy is as follows:

The Company's focus is on providing early stage, development and expansion funding to unquoted companies with the Company making a typical initial investment of £0.1 million to £5 million and will comprise a portfolio of largely unquoted companies, predominantly focussed within the following sectors:

• Technology
• Media
• Telecoms
• Consumer lifestyle and well-being
• Environment

The Directors control the overall risk of the portfolio by ensuring that the Company has exposure to a diversified range of companies from a number of different sectors. In order to limit the risk to the portfolio that is derived from any particular investment, no more than 15% of the amount invested by shareholders in the Company will be invested in any one unquoted company (including both Qualifying and Non-Qualifying Investments).

Non-Qualifying Investments

An active approach is taken to manage the cash prior to investing in qualifying companies. As the Company has reached its investment target for HMRC, the majority of the remainder of funds will be invested in money market funds and other funds. By investing a proportion of its assets into these other funds, some exposure to a broad range of AIM-quoted and main market listed smaller and medium-sized companies is gained, whilst maintaining liquidity within the Company.

The Company may also make Non-Qualifying Investments where the Investment Manager believes that the risk/return profile is consistent with the overall objective of the Company, which may include, from time to time, making a small number of investments or further investments in companies which meet the profile of a Qualifying Investment but would otherwise not be a Qualifying Investment.

Qualifying Investments

Now that the Company is through its initial Qualifying Investment period the investment profile is expected to be:

• 75- 85% Qualifying Investments, primarily in unquoted companies
• 15-25% in cash, money market securities and funds managed by Octopus and other Non-Qualifying Investments.

The Company will not borrow money for the purposes of making investments. The investment decisions made must adhere to the HMRC qualification rules. The Directors will continually monitor the investment process and ensure compliance with the investment policy.

In considering a prospective investment in a company, particular regard is made to:

• the strength of the management team;
• evidence of high margin products capable of addressing fast-growing markets;
• the company's ability to sustain a competitive advantage;
• the existence of proprietary technology; and
• the company's prospects of being sold or floated, usually within three to five years.

Proposed investment policy to be adopted at the General Meeting

The Company's proposed investment policy to be adopted at the General Meeting is as follows:

The Company's focus is on providing early stage, development and expansion funding to unquoted companies. The Company typically makes an initial investment of £0.1 million to £5 million and will make further follow on investments into existing portfolio companies. The intention is to hold a portfolio of largely unquoted technology companies.

The Directors control the overall risk of the portfolio by ensuring that the Company has exposure to a diversified range of investee companies from a number of different technology sectors. In order to limit the risk to the portfolios that is derived from any particular investment, at the point of investment no more than 15% of the Company by value will be in any one investment. Any borrowing by the Company for the purposes of making investments will be in accordance with the Company's articles of association.

The investment profile is expected to be:

• 75-90% in VCT qualifying investments, primarily in unquoted companies
• 10-25% in non-VCT qualifying investments or cash.

Non-VCT Qualifying Investments

An active approach is taken to manage any cash held, prior to investing in VCT qualifying companies. After the Company has ensured it satisfies all VCT investment qualification targets required by HMRC, the majority of the remaining cash will be invested in accordance with HMRC rules for Non-Qualifying Investments. Currently this includes liquid AIFs, UCITS or other money market funds including those managed by Octopus.

VCT Qualifying Investments

Investment decisions made must adhere to HMRC's VCT qualification rules. In considering a prospective investment in a company, particular regard is made to:

• the strength of the management team;
• large, typically global, addressable markets;
• the investee company's ability to sustain a compeQQve advantage;
• the existence of proprietary technology;
• visibility over future revenues and recurring income; and
• the company's prospects of being sold or floated in the future, at a significant multiple on the initial cost of investment.

No material changes may be made to the Company's investment policy described above without the prior approval of shareholders by the passing of an Ordinary Resolution. The Directors will continually monitor the investment process and ensure compliance with the investment policy.

PART V - 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 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 22 August 2016 (being the latest practicable date prior to the publication of this document), the issued share capital of the Company was 322,388,839 Shares.
• 2.2 As at 22 August 2016 (being the latest practicable date prior to the publication of this document), no share or loan capital of the Company was under option or had been agreed, conditionally or unconditionally, to be put under option, nor did the Company hold any share capital in treasury.

3. Directors and their Interests

3.1 As at 22 August 2016 (being the latest practicable date prior to publication of this document), the interests of the Directors (and their respective immediate families), in the issued share capital of the Company was as follows:

Director	No. of Shares	% of Issued Share Capital
John Hustler	71,803	Less than 0.1%
Matt Cooper	750,812	0.2%
Mark Hawkesworth	65,310	Less than 0.1%
Jane O'Riordan	45,037	Less than 0.1%

Assuming that the Offer is fully subscribed, including the over allotment facility, at an Offer Price of 99.2p, the interests of the Directors and their immediate families in the issued share capital of the Company immediately following the Offer will be:

Director	No. of Shares	% of Issued Share Capital
John Hustler	81,883	Less than 0.1%
Matt Cooper	750,812	0.2%
Mark Hawkesworth	75,390	Less than 0.1%
Jane O'Riordan	55,117	Less than 0.1%

3.2 Each of the Directors has entered into a letter of appointment with the Company for the provision of their services as directors for the fees disclosed in paragraph 3.3 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.

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

Director	Annual Fees
John Hustler (Chairman)	£35,000
Matt Cooper	£27,500
Mark Hawkesworth (Chairman of the Audit Committee)	£30,000
Jane O'Riordan	£27,500

With effect from 1 May 2016, the annual remuneration of Matt Cooper will be paid by Octopus. Fees paid in respect of the year ended 31 October 2015 were £83,000.

3.4 Save in respect of the agreements referred to in paragraph 5 below, no Director has an interest in any transaction effected by the Company in the years ended 31 October 2013, 31 October 2014 and 31 October 2015 or in the current financial year or which was effected in an earlier financial year and remains in any respect outstanding or unperformed, which is or was unusual in its nature or conditions or significant to the business of the Company or material to the Company.

4. Substantial Shareholders

4.1 The Company is 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 Company and who is required to notify such interest in accordance with the Disclosure Guidance & Transparency Rules or who directly or indirectly controls the Company.

5. Material Contracts

• 5.1 The following, together with the non-executive director appointment letters referred to in paragraph 3.2 above, are (a) the only contracts, not being contracts entered into in the ordinary course of business, that have been entered into by the Company within the two years preceding the date of publication of this document and which are or may be material to the Company, and (b) the only contracts, not being contracts entered into in the ordinary course of business, that have been entered into by the Company at any time and which contain any provisions under which the Company has any obligation or entitlement which are material to the Company as at the date of this document.
• 5.2 A management agreement (the "Management Agreement") dated 2 November 2007 between Titan 1, the Company and Octopus Ventures Limited (as novated to Octopus by a deed of novation dated 19 October 2009) and an administration agreement (the "Administration Agreement") dated 2 November 2007 between Titan 1, the Company and Octopus, (the Management Agreement and Administration Agreement both as varied by deeds of variation dated 7 February 2013 and 16 September 2014). The Management Agreement provides that Octopus will provide investment management services to the Company in respect of its portfolio of qualifying investments for a fee of 2% of the Company's NAV on an annual basis. The Manager is also entitled to a performance incentive fee under the Management Agreement and the Administration Agreement as set out below.

In November 2014, the Titan VCTs were merged. At the time of the Merger all the Titan VCTs except for Titan 5 had met their performance fee hurdles (Titan 5 being the youngest of the Titan VCTs, having been incorporated in 2010). This currently continues to have an impact on the way the performance fee is calculated and paid.

• 1. In respect of the proportion of the Company's fund equivalent to the previous Titan 5 shares at the time of the Merger, a performance fee of 20% of all gains above NAV plus cumulative dividends paid of 147.2p in the Company (equivalent to 100p per Titan 5 share prior to the Merger) is to be paid to the Manager. This becomes payable when both of the following conditions are met:
• The NAV plus cumulative dividends paid of the Company is 169.3p. This condition has not yet been met - NAV plus cumulative dividends was 154.7p per Share as at 30 April 2016; and
• Further dividends are paid of 3.3p per Share after the Merger. This condition has been met 9.0p per Share of dividends have been paid in the period from the Merger to 30 April 2016

As the dividend paid condition has now been met, the lower threshold of 147.2p has been exceeded and it is considered likely that the upper threshold will be met in due course, this performance fee is currently being accrued (i.e. has not yet been paid) for gains above the 147.2p threshold: as at 30 April 2016, the Company had accrued £528,000 in respect of this performance fee which is taken into account in the published NAV of the Company.

• 1. In respect of the remaining proportion of the Company's fund, a performance fee of 20% of all future gains above NAV plus cumulative dividends paid of 154.7p, subject to a high water mark (being the highest total return from a previous year end), will be payable to the Manager.
• 1. Once the performance fee hurdles in relation to the previous Titan 5 hurdles are met, the Company's whole fund will be subject to a 20% performance fee on any future gains above NAV plus cumulative dividends paid of 169.3p, subject to a high water mark (being the highest total return from a previous year end), will be payable to the Manager.

Pursuant to the Administration Agreement, Octopus provides administration services to the Company for a fee of 0.3% of the NAV of the Company on an annual basis and company secretarial services for a fee of £20,000 per annum.

The deed of variation dated 16 September 2014 extended the term of the Management Agreement and the Administration Agreement for a further 5 years from completion of the Merger, subject to earlier termination in the event of the underperformance of the Manager, the departure of certain members of the Manager or as agreed by the Shareholders and the Manager, and thereafter the Management Agreement and the Administration Agreement will be terminable by the parties thereto on 12 months' written notice.

Octopus also retains the right pursuant to the Management Agreement to charge transaction, directors', monitoring, consultancy, corporate finance, introductory and syndication fees, commissions and refunds of commissions in respect of the management of the Company's investment portfolio. Such fees do not typically exceed 1.5% of the total amount invested by all Octopus managed funds (including the Company) per annum, assuming an investment of £5 million and a holding period of five years. The costs of all deals that do not proceed to completion are typically borne by either the company seeking funding or by Octopus.

• 5.3 An agreement dated 23 August 2016, between the Company (1), the Directors (2), Octopus (3) and Howard Kennedy (4) pursuant to which Howard Kennedy agreed to act as sponsor to the Company in respect of the Offer and Octopus agreed to use reasonable endeavours to procure subscribers for New Shares. Under the agreement Octopus is paid an initial fee of up to 5.5% of the funds received under the Offer and an ongoing fee of 0.5% per annum of the NAV of the investment amounts received from investors under the Offer who have invested directly into the Company and not through a financial intermediary for up to nine years, subject to these fees not exceeding, in aggregate, an amount that is equal to 2.35% of the Company's market capitalisation as at the date of the agreement, and has agreed to discharge all external costs of advice and their own costs in respect of the Offer. Under this agreement certain warranties have been given by the Company, the Directors and Octopus to Howard Kennedy. The Company 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 is untrue, any material omission from the Prospectus arises or any breach of warranty occurs. Octopus has agreed to indemnify the Company against the costs of the Offer exceeding 7.5% of the gross proceeds of the Offer.
• 5.4 An agreement dated 8 September 2015, between the Company (1), the Directors (2), Octopus (3) and Howard Kennedy (4) pursuant to which Howard Kennedy agreed to act as sponsor to the Company in respect of the 2015 Offer and Octopus agreed to use reasonable endeavours to procure subscribers for Shares under the 2015 Offer. Under the agreement Octopus was paid an initial fee of up to 5.5% of the funds received under the 2015 Offer and an ongoing fee of 0.5% per annum of the NAV of the investment amounts received from investors under the 2015 Offer who have invested directly into the Company and not through a financial intermediary for up to nine years and agreed to discharge all external costs of advice and their own costs in respect of the 2015 Offer. Under this agreement certain warranties were given by the Company, the Directors and Octopus to Howard Kennedy. The Company 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 could be terminated if any statement in the prospectus relating to the 2015 Offer was untrue, any material omission from that prospectus arose or any breach of warranty occurred. Octopus agreed to indemnify the Company against the costs of the 2015 Offer exceeding 7.5% of the gross proceeds of the 2015 Offer.
• 5.5 An offer agreement dated 16 September 2014 between the Company (1), the Directors (2), Octopus (3) and Howard Kennedy (4) subject to which Howard Kennedy agreed to act as sponsor to the Company in respect of the 2014 Offer and Octopus agreed to use reasonable endeavours to procure subscribers for Shares under the 2014 Offer. Under the agreement Octopus was paid an initial fee of up to 5.5% of the funds received under the 2014 Offer and an ongoing fee of 0.5% per annum of the NAV of the investment amounts received from investors under the 2014 Offer who have invested directly into the Company and not through a financial intermediary for up to nine years and agreed to discharge all external costs of advice and their own costs in respect of the 2014 Offer. Under this agreement certain warranties were given by the Company, the Directors and Octopus to Howard Kennedy. The Company 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 could be terminated if any statement in the prospectus relating to the 2014 Offer was untrue, any material omission from that prospectus arose or any breach of

warranty occurred. Octopus agreed to indemnify the Company against the costs of the 2014 Offer exceeding 7.5% of the gross proceeds of the 2014 Offer.

• 5.6 Transfer agreements dated 27 November 2014 between the Company and each of Titan 1, 3, 4 and 5 (acting through the Liquidators) pursuant to which all of the assets and liabilities of Titan 1, 3, 4 and 5 were transferred to the Company (subject only to the consent required to transfer such assets and liabilities) pursuant to the Merger in consideration for Scheme Shares. The Liquidators agreed under these agreements that all sale proceeds and/or dividends received in respect of the underlying assets of Titan 1, 3, 4 and 5 will be transferred on receipt to the Company as part of the Merger.
• 5.7 An indemnity dated 27 November 2014 from the Company to the Liquidators pursuant to which the Company agreed to indemnify the Liquidators for expenses and costs incurred by them in connection with the Merger.

6. Dilution

6.1 The existing issued Shares will represent 72.7% of the enlarged ordinary share capital of the Company immediately following completion of the Offer, assuming the Offer is fully subscribed, including the over allotment facility, at an Offer Price of 99.2p, and on that basis Shareholders who do not subscribe under the Offer will, therefore, be diluted by 27.3%.

7. Significant Change

7.1 There has been no significant change in the financial or trading position of the Company since 30 April 2016, the date to which the last unaudited financial information of the Company has been published.

8. Other

• 8.1 The Company 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 the name Octopus Titan VCT 2 plc, with registered number 6397765. The Company changed its name to its present name on 27 November 2014.
• 8.2 Statutory accounts of the Company for the years ended 31 October 2013, 31 October 2014 and 31 October 2015, in respect of which James Cowper LLP have made unqualified reports under CA 2006, have been delivered to the Registrar of Companies.
• 8.3 Save in respect of the offer agreements set out at paragraphs 5.3 to 5.5 above, the offer agreements dated 7 February 2013 and 3 September 2013, the deeds of variation to the Management Agreement and the Administration Agreement referred to at paragraph 5.2 above and the fees paid to the Directors as set out in paragraph 3.3 above, there were no related party transactions during the years ended 31 October 2013, 31 October 2014 and 31 October 2015 or since 31 October 2015 to the date of this document.
• 8.4 There are no governmental, legal or arbitration proceedings (including any such proceedings which are or were pending or threatened of which the Company is 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 Company's financial position or profitability.
• 8.5 Howard Kennedy of No. 1 London Bridge, London SE1 9BG has given and has not withdrawn its written consent to the issue of this document with the references to it in the form and context in which they appear.

9. 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 Company and at the registered office of Howard Kennedy:

• 9.1 the Articles and the New Articles;
• 9.2 the consent letter referred to at paragraph 8.5 above; and
• 9.3 this document.
• 23 August 2016

PART VI DEFINITIONS

"2014 Offer"	the offer for subscription by the Company as set out in the prospectus dated 16 September 2014 issued by the Company
"2015 Offer"	the offer for subscription by the Company as set out in the prospectus dated 8 September 2015 issued by the Company
"Advised Investors"	investors under the Offer who receive advice from their financial intermediaries
"Applicant"	a person applying for New Shares using the Application Form
"Application"	an application for New Shares under the Offer
"Application Form"	the application form relating to the Offer which can be found on the Company's website
"Articles"	the articles of association of the Company
"Board"	the board of Directors of the Company
"CA 1985"	Companies Act 1985
"CA 2006"	Companies Act 2006
"Capita Asset Services"	a trading division of Capita Registrars Limited
"Circular"	this document
"Company"	Octopus Titan VCT plc
"Directors"	the directors of the Company (and each a "Director")
"Dividend Reinvestment Scheme" or "DRIS"	the Company's dividend reinvestment scheme, details of which are set out in Part II of this document
"FCA"	the Financial Conduct Authority
"FSMA"	the Financial Services and Markets Act 2000, as amended
"General Meeting" or "GM"	the general meeting of the Company convened for 6 October 2016 (or any adjournment thereof)
"HMRC"	HM Revenue and Customs
"Howard Kennedy"	Howard Kennedy Corporate Services LLP
"IA 1986"	The Insolvency Act 1986, as amended from time to time
"ITA 2007"	Income Tax Act 2007, as amended from time to time
"Liquidators"	William Duncan and Adrian Allen of Baker Tilly Restructuring and Recovery LLP, being the liquidators for Titan 1, 3, 4 and 5
"Listing Rules"	the listing rules of the UKLA
"London Stock Exchange"	London Stock Exchange plc
"Market Abuse Regulation"	Market Abuse Regulation (596/2014/EU)
"NAV"	net asset value
"New Articles"	the articles of association of the Company proposed to be adopted at the General Meeting
"New Shares"	Shares being offered by the Company under the Offer (and each a "New Share")
"Octopus" or the "Manager"	Octopus Investments Limited

"Octopus VCT"	any venture capital trust (whether it still exists or not) which is, or was at any time, managed by Octopus
"Offer"	the offer for subscription by the Company for New Shares in respect of the tax years 2016/17 and 2017/18, details of which are contained in this document and the Prospectus
"Offer Price"	the price per New Share in respect of each Company, as set out in Part III of this document
"Official List"	the official list maintained by the UK Listing Authority
"Proposals"	the proposals to effect the Offer and to approve the Resolutions
"Prospectus"	the prospectus dated 23 August 2016 issued by the Company relating to the Offer
"Qualifying Company"	a company satisfying the requirements of Chapter 4 of Part 6 of ITA 2007
"Qualifying Investments"	shares in, or securities of, a Qualifying Company held by a VCT which meets the requirements described in chapter 4 of Part 6 ITA 2007
"Qualifying Subscriber"	an individual who subscribes for New Shares and is aged 18 or over and satisfies the conditions of eligibility for tax relief available to investors in a VCT
"Regulatory Information 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 Meeting (and each a "Resolution")
''Scheme'' or "Merger"	the merger of the Company with Titan 1, 3, 4 and 5 by means of placing Titan 1, 3, 4 and 5 into members' voluntary liquidation pursuant to Section 110 of IA 1986 and the acquisition by the Company of all of the assets and liabilities of Titan 1, 3, 4 and 5 in consideration for Scheme Shares, which completed on 27 November 2014
"Scheme Shares"	the Shares issued pursuant to the Scheme (and each a "Scheme Share")
"Shareholders"	holders of Shares, as the context permits (and each a "Shareholder")
"Shares"	ordinary shares of 10p each in the capital of the Company (and each a "Share")
"Titan VCTs"	Titan 1, the Company, Titan 3, Titan 4 and Titan 5
"Titan 1, 3, 4 and 5"	Titan 1, Titan 3, Titan 4 and Titan 5
"Titan 1"	Octopus Titan VCT 1 plc (dissolved via members' voluntary liquidation)
"Titan 3"	Octopus Titan VCT 3 plc (dissolved via members' voluntary liquidation)
"Titan 4"	Octopus Titan VCT 4 plc (dissolved via members' voluntary liquidation)
"Titan 5"	Octopus Titan VCT 5 plc (dissolved via members' voluntary liquidation)
"UKLA"	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
"venture capital trust" or "VCTs"	a company which is, for the time being, approved as a venture capital trust as defined by Section 259 of the ITA 2007

Octopus Titan VCT plc (Registered in England and Wales with registered number 6397765)

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a general meeting of Octopus Titan VCT plc ("the Company") will be held at 3 pm on Thursday, 6 October 2016 at 33 Holborn, London, EC1N 2HT for the purposes of considering and, if thought fit, passing the following resolutions, which will be proposed as ordinary resolutions as to resolutions 1 to 3 and as special resolutions as to resolutions 4 to 9:

Ordinary Resolutions

• 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 Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot Shares and to grant rights to subscribe for or to convert any security into Shares up to an aggregate nominal amount of £14.5 million (representing approximately 45% of the Shares in issue as at 22 August 2016), provided that the authority conferred by this Resolution 1 shall expire on the date falling 18 months from the date of the passing of this Resolution (unless renewed, varied or revoked by the Company in general meeting) 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;
• 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 Act to exercise all the powers of the Company to allot and issue Shares in connection with the Company's dividend reinvestment scheme up to an aggregate nominal amount of £3.1 million (representing approximately 9.6% of the Shares in issue as at 22 August 2016), provided that the authority conferred by this Resolution 2 shall expire on the date falling 18 months from the date of the passing of this Resolution (unless renewed, varied or revoked by the Company in general meeting) 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;
• 1. That, the proposed change to the Company's investment policy, details of which are set out on page 6 and Part IV of the circular issued to the Company's shareholders dated 23 August 2016 (the "Circular") be approved;

Special Resolutions

• 1. That, the articles of association produced to the meeting, and for the purpose of identification initialed by the Chairman, be adopted as the articles of association of the Company;
• 1. That, the directors of the Company be and hereby are empowered pursuant to Sections 570 and 573 of the Act to allot or make offers or agreements to allot equity securities (which expression shall have the meaning ascribed to it in Section 560(1) of the Act) for cash pursuant to the authority given pursuant to Resolution 1 or by way of a sale of treasury shares, as if Section 561(1) of the Act did not apply to such allotment, provided that the power provided by this Resolution 5 shall expire on the date falling 18 months from the date of the passing of this Resolution (unless renewed, varied or revoked by the Company in general meeting) and provided further that this power shall be limited to:
• (a) the allotment and issue of Shares up to an aggregate nominal value of £14.5 million pursuant to offer(s) for subscription; and
• (b) the allotment and issue of Shares up to an aggregate nominal value representing 10% of the issued Share capital, from time to time

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

1. That, the directors of the Company be and hereby are empowered pursuant to Sections 570 and 573 of the Act to allot or make offers or agreements to allot equity securities (which expression shall have the meaning ascribed to it in Section 560(1) of the Act) for cash pursuant to the authority given pursuant to Resolution 2 or by way of a sale of treasury shares, as if Section 561(1) of the Act did not apply to such allotment, provided that the power provided by this Resolution 6 shall expire on the date falling 18 months from the date of the passing of this Resolution (unless renewed, varied or revoked by the Company in general meeting) and provided further that this power shall be limited to the allotment and issue of Shares in connection with the Company's dividend reinvestment scheme;

2. 1. That, the Company be and hereby is empowered to make one or more market purchases within the meaning of Section 693(4) of the Act of its own Shares (either for cancellation or for the retention as treasury shares for future re-issue or transfer) provided that:
3. (a) the aggregate number of Shares which may be purchased shall not exceed 45 million Shares;
4. (b) the minimum price which may be paid per Share is the nominal value thereof;
5. (c) the maximum price which may be paid per Share is an amount equal to the higher of (i) 105% of the average of the middle market quotation per Share taken from the London Stock Exchange daily official list for the five business days immediately preceding the day on which such Share is to be purchased; and (ii) the amount stipulated by Article 5(6) of the Market Abuse Regulation;
6. (d) the authority conferred by this Resolution shall expire on the conclusion of the annual general meeting of the Company to be held in 2018 (unless renewed, varied or revoked by the Company in general meeting); and
7. (e) the Company may make a contract to purchase Shares under the authority conferred by this Resolution prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of such Shares;
8. 1. That, subject to the sanction of the High Court the amount standing to the credit of the share premium account of the Company, at the date an order is made confirming such cancellation by the Court, be and hereby is cancelled; and
9. 1. That, subject to the sanction of the High Court the amount standing to the credit of the capital redemption reserve of the Company, at the date an order is made confirming such cancellation by the Court, be and hereby is cancelled.

For the purpose of these Resolutions, words and expressions defined in the Circular shall have the same meanings in these Resolutions, save where the context requires otherwise.

Dated 23 August 2016

By order of the Board Registered Office:

Nicola Board Secretary

33 Holborn London, EC1N 2HT

Information regarding the General Meeting, including the information required by section 311A of the Act, 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 than 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 (i) below. Under section 319A of the Act, 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 Asset Services at Capita Asset Services, PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF. 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 Asset Services by telephoning +44 (0) 371 664 0324. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Capita Asset Services are open between 9 am – 5.30 pm, Monday to Friday excluding public holidays in England and Wales. 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, 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 6 pm on 4 October 2016 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 6 pm on 4 October 2016 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 22 August 2016, the Company's issued share capital comprised 322,388,839 Shares. The total number of voting rights in the Company as at 22 August 2016 is 322,388,839. 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 Act 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, Nicola Board, on 0800 316 2295 or write to her at Octopus Investments Limited, 33 Holborn, London EC1N 2HT (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.

ANNEX I

TERMS AND CONDITIONS OF THE DIVIDEND REINVESTMENT SCHEME (THE "DRIS") OF OCTOPUS TITAN VCT PLC

• 1. Elections to participate in the DRIS should be addressed to the DRIS Scheme Administrator, Capita Asset Services ("DRIS Scheme Administrator") in accordance with condition 11 and will only be effective for dividends to be paid 15 days following receipt of the election by the DRIS Scheme Administrator.
• 1. (a) The Company, acting through the DRIS Scheme Administrator, shall have absolute discretion to accept or reject elections. An applicant shall become a member of the DRIS upon acceptance of his or her election by the DRIS Scheme Administrator on the Company's behalf ("Participants"). The DRIS Scheme Administrator will provide written notification if an election is rejected. Only registered shareholders of the Company ("Shareholders") may join the DRIS.
• (b) The Company shall apply dividends to be paid to Participants on ordinary shares of 10p each ("Shares") in the Company in respect of which an election has been made in the allotment of further Shares. The DRIS Scheme Administrator shall not have the discretion, and Participants may not instruct the DRIS Scheme Administrator, to apply those dividends ("funds") towards any investments other than investment in Shares as set out in this condition 2(b).
• (c) Participants who are Shareholders may only participate in the DRIS if all Shares registered in their name are mandated to the DRIS.
• (d) By joining the DRIS, Participants instruct the DRIS Scheme Administrator that the mandate will apply to the full number of 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 Shares to be allotted in relation to a dividend such Shares will only be allotted to the registered shareholder and not any beneficial holder. Nominee Participants shall not be entitled to instruct the DRIS Scheme Administrator to allot Shares to a beneficial holder (and Participants are advised to read condition 15 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 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 overleaf and the Company having the requisite shareholder authorities to allot Shares, be applied on behalf of that Participant to subscribe for the maximum number of whole new Shares which can be allotted with the funds.
• (b) The number of 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 and (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 Shares. 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 Shares under the DRIS to the extent that the total number of Shares allotted by the Company pursuant to the DRIS in any financial year would exceed 10% of the aggregate number of Shares on the first day of such financial year.
• (e) The Company shall immediately after the subscription of Shares in accordance with the condition at 3(a) above take all necessary steps to ensure that those 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 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 DRIS Scheme Administrator shall as soon as practicable after the allotment of 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 Shares (ii) that share certificates (unless such 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 Shares held at the record date for which a valid election was made;
• (b) the number of Shares allotted;
• (c) the price per Ordinary Share allotted;
• (d) the cash equivalent of the Shares allotted; and
• (e) the date of allotment of the Shares.
• 1. All costs and expenses incurred by the DRIS Scheme Administrator in administering the DRIS will be borne by the Company.
• 1. Each Participant warrants to the DRIS Scheme Administrator that all information set out in the application form (including any electronic election) on which the election to participate in the DRIS is contained is correct and to the extent any of the information changes he or she will notify the changes to the DRIS Scheme Administrator and that during the continuance of his or her participation in the DRIS he or she will comply with the provisions of condition 7 below.
• 1. The right to participate in the DRIS 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 DRIS 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 DRIS 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 DRIS Scheme Administrator is not providing a discretionary management service. Neither the DRIS Scheme Administrator nor the Company shall be responsible for any loss or damage to Participants as a result of their participation in the DRIS unless due to the negligence or wilful default of the DRIS Scheme Administrator or the Company or their respective employees and agents.
• 1. Participants may:
• (a) at any time by notice to the DRIS Scheme Administrator terminate their participation in the DRIS and withdraw any funds held by the Company on their behalf; and
• (b) in respect of Shares they hold as nominee and subject to condition 2(e), give notice to the DRIS Scheme Administrator that, in respect of a forthcoming Payment Date, their election to receive 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 DRIS 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 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 the 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 DRIS;
• (b) terminate the DRIS 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 Shares pursuant to the DRIS.
• 1. Participants who wish to participate in the DRIS in respect of new 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 DRIS and who already have 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 Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Personalised Mandate Forms can be obtained from Capita Asset Services at the address above or by telephoning +44 (0) 371 664 0324. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Capita Asset Services are open between 9 am – 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that Capita Asset Services cannot provide any financial, legal or tax advice and calls may be monitored for security and training purposes.

Participants who wish to participate in the DRIS and who already have Shares issued to them held in uncertificated form in CREST (and which were in uncertificated form as at the relevant record date), can only elect to receive a dividend in the form of new Shares by means of the CREST procedure to effect such an election. No other method of election will be permitted under the DRIS and will be rejected. By doing so, such Shareholders confirm their election to participate in the DRIS and their acceptance of the DRIS 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 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 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 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 Capita Asset Services that he no longer wishes to participate in the DRIS.
• 1. The Company shall be entitled to amend the DRIS 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 DRIS 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 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 Shares and that the Shares are being acquired for bona fide investment purposes and not as part of a DRIS or arrangement the main purposes of which is the avoidance of tax.
• 1. Elections by individuals for Shares should attract applicable VCT tax reliefs (depending on the particular circumstances of a particular individual) for the tax year in which the Shares are allotted provided that the issue of Ordinary shares under the DRIS 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 DRIS Scheme Administrator nor the Company accepts any liability in the event that tax reliefs are not obtained. Beneficial owners of shares held through nominees 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 Shares in respect of the whole of any dividend payable (for the avoidance of doubt irrespective of whether the amount of the 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 DRIS Scheme Administrator has been notified to the contrary in writing at least 15 days before a Payment Date.
• 1. Shareholders electing to receive 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 Shares instead of a cash dividend are not treated as having made a capital disposal of their existing Shares. The new 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 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 is binding upon the Company or the DRIS Scheme Administrator.
• 1. The amount of any claim or claims a Participant has against the Company or the DRIS Scheme Administrator shall not exceed the value of such Participant's Shares in the DRIS. Nothing in these DRIS Terms and Conditions shall exclude the Company or the DRIS Scheme Administrator from any liability caused by fraud, wilful default or negligence. Neither the Company nor the DRIS Scheme Administrator will be responsible for:
• (a) acting or failing to act in accordance with a court order of which the DRIS 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 DRIS Scheme Administrator, including (without limitation) any failure, interruption or delay in performance of the obligations pursuant to these DRIS 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 DRIS 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 the DRIS Scheme Administrator shall be in writing and delivered or posted to Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.
• 1. These DRIS 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 DRIS 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.

ANNEX II

OCTOPUS TITAN VCT plc

DIVIDEND REINVESTMENT SCHEME MANDATE FORM

If you wish to participate in the dividend reinvestment scheme (the "DRIS") in respect of your holding of Ordinary Shares in the Company, please sign and return this form to Capita Asset Services ("Capita" or "the Scheme Administrator"), The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU no later than 15 days before the payment of a dividend by the Company. All enquiries concerning this form should be made to Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by telephoning +44 (0) 371 664 0324. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Capita Asset Services are open between 9 am – 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that Capita Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

If your Ordinary Shares in the Company 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 DRIS 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 DRIS.

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

In the case of joint holders all holders 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 call Octopus on 0800 316 2295 who will be happy to send you an Application Form, write to request a copy from Octopus Investments Limited, 33 Holborn, London, EC1N 2HT or visit the Investor/Document Library section of the Octopus website at: www.octopusinvestments.com

You will need to send your dividend reinvestment instructions to Scheme Administrator 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 the Company by contacting the DRIS Scheme Administrator.

To: the DRIS Scheme Administrator and the Company

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

Tick Here to reinvest

All shareholders named above must sign here.

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)
Email address