PROVEN VCT PLC — AGM Information 2012

Mar 12, 2012

PUBLIC LIMITED COMPANY

NOTICE OF RESOLUTIONS

$\overline{OF}$

PROVEN HEALTH VCT PLC

(Registered No. 04131354)

(the "Company")

Notice is hereby given that at the General Meeting of the Company, duly convened and held at 39 Earlham Street, London WC2H 9LT on Monday, 12 March 2012 at 10.00 a.m., the following resolutions were passed:-

ORDINARY RESOLUTION

Authority to allot New Ordinary Shares in connection with the LGIV 1. Scheme

THAT, subject to and conditional upon the scheme for the reconstruction and winding up of Longbow Growth and Income VCT plc ("LGIV") (as described in the circular to shareholders of the Company (the "Circular") dated 10 February 2012 of which this notice forms part) becoming unconditional in all respects (other than as regards any condition relating to the passing of this resolution), in addition to any existing authority, the directors of the Company (the "Directors") be and are hereby 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 in the Company and to grant rights to subscribe for or to convert any security into shares in the Company, such authority being limited to the allotment of (or the grant of rights to subscribe for or to convert any security into) Ordinary Shares with an aggregate nominal value of up to $£30,000$ for the purposes of the LGIV Scheme, such authority to expire on 31 May 2012.

SPECIAL RESOLUTIONS

Authority to allot New Ordinary Shares pursuant to the Enhanced Share $2.$ Buyback and the Offer for Subscription and disapplication of pre-emption rights

THAT:

in addition to any existing authority, the directors of the Company $(a)$ (the "Directors") be and are hereby 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 in the Company and to grant rights to subscribe for or to convert any security into shares in the Company, such authority being limited to the allotment of (or the grant of rights to subscribe for or to convert any security

into) Ordinary Shares with an aggregate nominal value of up to $£70,000$ for the purposes of the Enhanced Share Buyback and/or the Offer for Subscription; and

$(b)$ in addition to any existing authority, the Directors be and are hereby generally and unconditionally authorised in accordance with section 570 of the Act to allot equity securities (as defined in section 560 of the Act) wholly for cash, pursuant to the authority referred to in resolution 2 (a) above, as if section 561 of the Act did not apply to any such allotment.

such power to expire on 31 May 2012 save that the Company may at any time prior to the expiry of such power make an offer or enter into an agreement which would or might require shares to be allotted or rights to be granted after the expiry of such power and the Directors are authorised to allot equity securities in pursuance of such an offer or agreement as if such power had not expired.

3. Enhanced Share Buyback

THAT, conditional upon the passing of Resolution 2 above, the Company be authorised pursuant to section 701 of the Companies Act 2006 (the "Act") to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") by means of a tender offer to all holders of Ordinary Shares to purchase up to 4,795,000 Ordinary Shares (being approximately 25 per cent. of the issued share capital of the Company as at the date of this document at a fixed price equal to the Tender Price (as defined in the circular published by the Company on 10 February 2012 of which this notice forms part (the "Circular")) which fixed price shall, for the purposes of section $701(3)(b)$ of the Act, constitute both the maximum and the minimum price that may be paid for the Ordinary Shares purchased. The authority conferred by this resolution shall lapse on 31 May 2012.

ORDINARY RESOLUTION

$4.$ Change to investment policy

THAT the proposed investment policy set out in the circular published by the Company on 10 February 2012 of which this notice forms part be and is hereby approved as the investment policy of the Company to the exclusion of all previous investment policies of the Company.

SPECIAL RESOLUTION

5. Cancellation of share premium account

THAT:

$(a)$ the share capital of the Company be reduced by cancelling the entire amount standing to the credit of the Company's share premium account at the date the order is made confirming such cancellation by the High Court; and

subject to any undertaking required by the High Court, the credit $(b)$ thereby arising in the Company's books of account from the cancellation of the Company's share premium account pursuant to paragraph (a) of this resolution be applied in crediting a special reserve which shall be able to be applied in any manner in which the Company's profits available for distribution are able to be applied (as determined in accordance with the Companies Act 2006 and The Companies (Reduction of Share Capital) Order 2008), including the buy back by the Company of Ordinary Shares.

StevenTickley

For Beringea LLP, Company Secretary ProVen Health VCT plc

12 March 2012 Date: