PUMA ALPHA VCT PLC

Proxy Solicitation & Information Statement • Jul 23, 2020

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 a person authorised under the Financial Services and Markets Act 2000 (FSMA) who specialises in advising on the acquisition of shares and other securities.

If you have sold or otherwise transferred all of your shares in Puma Alpha VCT plc ("Puma"), please send this document and accompanying documents, as soon as possible, to the purchaser or transferee or to WKHVWRFNEURNHUDXWKRULVHGƪQDQFLDODGYLVHURURWKHUSHUVRQWKURXJKZKRPWKHVDOHRUWUDQVIHUZDV HƩHFWHGIRUGHOLYHU\WRWKHSXUFKDVHURUWUDQVIHUHH

An application has been made to the Financial Conduct Authority ("FCA") for the Ordinary Shares to be LVVXHGXQGHUWKH2ƩHUWREHOLVWHGRQWKHSUHPLXPVHJPHQWRIWKH2ƬFLDO/LVWDQGZLOOEHPDGHWRWKH /RQGRQ6WRFN([FKDQJHIRUWKRVH2UGLQDU\6KDUHVWREHDGPLWWHGWRWUDGLQJRQLWVPDLQPDUNHWIRU OLVWHGVHFXULWLHV

+RZDUG.HQQHG\&RUSRUDWH6HUYLFHV//3ZKLFKLVDXWKRULVHGDQGUHJXODWHGLQWKH8QLWHG.LQJGRPE\ the FCA, is acting for Puma and no-one else and will not, subject to the responsibilities and liabilities imposed by FSMA or the regulatory regime established thereunder, be responsible to any other person IRUSURYLGLQJDGYLFHLQFRQQHFWLRQZLWKDQ\PDWWHUVUHIHUUHGWRKHUHLQ

Puma Alpha VCT plc

(Registered in England and Wales with registered number 11939975)

General Meeting in connection with recommended proposals to:

• authorise the issue of Ordinary Shares whilst disapplying pre-emption rights
• approve the payment of a Promoter Fee
• authorise the purchase of Shares

Your attention is drawn to the letter from the Chairman of Puma set out in Part II of this document which FRQWDLQVDXQDQLPRXVUHFRPPHQGDWLRQWRYRWHLQIDYRXURIWKH5HVROXWLRQV<RXUDWWHQWLRQLVDOVRGUDZQ WRWKHULVNIDFWRUVVHWRXWLQ3DUW,RIWKLVGRFXPHQW

<RXZLOOƪQGVHWRXWDWWKHHQGRIWKLVGRFXPHQWDQRWLFHRIWKH*HQHUDO0HHWLQJWREHKHOGDWDP RQ\$XJXVWWRDSSURYHWKH5HVROXWLRQV

7REHYDOLGWKHIRUPVRISUR[\HQFORVHGZLWKWKLVGRFXPHQWIRUWKH*HQHUDO0HHWLQJVKRXOGEHUHWXUQHG QRWOHVVWKDQKRXUVEHIRUHWKHPHHWLQJH[FOXGLQJZHHNHQGVDQGSXEOLFKROLGD\VHLWKHUE\SRVWRUE\ KDQGGXULQJQRUPDOEXVLQHVVKRXUVRQO\WR3XPDśV5HJLVWUDU6/&5HJLVWUDUV(OGHU+RXVH6W*HRUJHV %XVLQHVV3DUN:H\EULGJH6XUUH.776

As a result of the Government restrictions on movement and gatherings imposed as a result of the COVID-19 pandemic, Shareholders will not be allowed to attend the General Meeting. See note a) to the notice of the General Meeting on page 18. The right to vote at the General Meeting is determined by reference to the register of members at close of business two days prior to the General Meeting. Accordingly, to be entitled to vote, Shareholders must be entered in the register of members by close of business on 24 August 2020 and are urged to complete and return the enclosed Form of Proxy. Voting at the General Meeting will be conducted on a poll.

Contents

2

Directors, Manager And Advisers	3
Part I - Risk Factors	4
Part II - Letter From The Chairman	5
Part III - Additional Information	8
3DUW,9'HnjQLWLRQV
1RWLFH2I7KH*HQHUDO0HHWLQJ
Form of Proxy	20
Notes	22

Directors and advisers

Directors (all non-executive)

Egmont Stephanus Kock (Chairman) Richard Anthony Oirschot Michael Laurent van Messel

DOORIUHJLVWHUHGRǎFH

Cassini House 57 St James's Street London SW1A 1LD

Investment Manager

Puma Investment Management Limited Cassini House 57 St James's Street London SW1A 1LD

Sponsor

Howard Kennedy Corporate Services LLP No. 1 London Bridge London SE1 9BG

VCT Tax Adviser

PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH

Auditors

RSM UK Audit LLP 6th Floor 25 Farringdon Street London EC4A 4AB

Solicitors

Howard Kennedy LLP No. 1 London Bridge London SE1 9BG

Registrars and Receiving Agents

SLC Registrars Elder House St Georges Business Park Weybridge Surrey KT13 0TS

PART I Risk factors

4

Shareholders should consider carefully the following risk factors in addition to the other information presented in this document. If the risks described below were to occur, WKH\FRXOGKDYHDPDWHULDOHƧHFWRQ 3XPDoVEXVLQHVVƩQDQFLDOFRQGLWLRQ or results of operations. The risks and uncertainties described below are not the only ones Puma, the Board or Shareholders will face in relation to the proposals set out in this document. Additional risks not currently known to Puma or the Board, or that Puma or the Board currently believe are not material in relation to such proposals, may also DGYHUVHO\DƧHFW3XPDoVEXVLQHVV ƩQDQFLDOFRQGLWLRQRUUHVXOWVRI operations. Shareholders should consult a person authorised under FSMA who specialises in advising on investments in shares and other securities in respect of the matters under consideration in this document.

&RPSOHWLRQRIWKH2NjHULVGHSHQGHQW upon the approval by Shareholders of Resolutions 1 to 3 to be proposed at the General Meeting. There can be no guarantee that this condition will be VDWLVnjHGDQGLIDOORIWKHVH5HVROXWLRQV DUHQRWSDVVHGWKH2NjHUZLOOEH withdrawn and Puma will be responsible for the costs of the proposals relating WRWKH2NjHU

As envisaged by the investment policy RIWKH&RPSDQ\LWLVLQWHQGHGWKDWULVN will be spread by investing in a number RIGLNjHUHQWEXVLQHVVHVZLWKLQGLNjHUHQW industry sectors using a mixture of securities. The maximum amount currently permitted to be invested in any one company (inclusive of any related group company) is limited to 15% of the value of the portfolio in accordance with the VCT legislation. If WKH2NjHUGRHVQRWSURFHHGDQG3XPD LVQRWDEOHWRUDLVHIXUWKHUIXQGVWKLVZLOO may prevent Puma from creating a PRUHGLYHUVLnjHGSRUWIROLRRI investments and inhibit Puma from taking advantage of attractive investment opportunities it believes will become available as the UK economy emerges from the current pandemic.

Puma Alpha VCT plc

(Registered in England and Wales with registered number 11939975)

DIRECTORS

Egmont Stephanus Kock (Chairman) Richard Anthony Oirschot Michael Laurent van Messel

REGISTERED OFFICE

Cassini House 57 St James's Street /RQGRQ6:\$/'

23 July 2020

Dear Shareholder,

Proposals to approve the payment of a Promoter Fee, authorise the issue of the Ordinary Shares whilst disapplying pre-emption rights and to authorise the purchase of Shares.

Introduction

I am pleased to announce that Puma is VHHNLQJWRUDLVHXSWRePLOOLRQ EHIRUHH[SHQVHVE\ZD\RIDQRNjHUIRU subscription for Ordinary Shares to existing and new shareholders. The &RPSDQ\ VVKDUHRNjHUWKDWODXQFKHGLQ July 2019 raised more than £5.8 million (before issue costs). We believe that the proposed Ordinary Share issue is in the best interests of all Shareholders as it ZLOOOHDGWRJUHDWHUGLYHUVLnjFDWLRQLQWKH Company's portfolio of investments. We are writing to you because the Ordinary Share issue requires your approval.

This document explains the proposal to grant authority to issue the Ordinary Shares whilst dis-applying pre-emption ULJKWVZKLFKDUHEHLQJSURSRVHGWR IDFLOLWDWHWKH2NjHUDSURSRVHG authority for Puma to purchase its 6KDUHVERWKRIZKLFKDUHUHTXLUHGWREH approved by Shareholders under company law and a proposal to pay a IHHWR3XPD VLQYHVWPHQWPDQDJHUIRU SURPRWLQJWKH2NjHUZKLFKLVUHTXLUHG to be approved by Shareholders under the Listing Rules.

7KH2NjHU

3XPDLVVHHNLQJWRUDLVHePLOOLRQ with an over-allotment facility of £10 PLOOLRQWKURXJKWKH2NjHUZKLFKZLOO open today. Application will be made for all of the Ordinary Shares issued under WKH2NjHUWREHDGPLWWHGWRWUDGLQJRQ the London Stock Exchange's main market for listed securities. The net SURFHHGVRIWKH2NjHUZLOOEHDSSOLHGLQ accordance with Puma's investment SROLF\ZKLFKLVWRSULPDULO\LQYHVWLQ unquoted companies with a strong and H[SHULHQFHGPDQDJHPHQWWHDPD proposition that is commercially YDOLGDWHGWKURXJKVDOHVYROXPHDFOHDU DQGFRPSUHKHQVLYHSODQIRUJURZWK DQGRSHUDWLQJLQDZHOOGHnjQHGPDUNHW QLFKHZLWKSURYHQPDUNHWnjW3XPD seeks to provide funding to assist the JURZWKRIDGLYHUVLnjHGSRUWIROLRRI investments which should allow Puma WRFDSWXUHVLJQLnjFDQWXSVLGHIURP individual positions but also provide resilience in the event of an economic downturn.

The VCT is managed by the Puma Private Equity team of Puma Investments. Puma Investments is part of an organisation that raised its njUVWSULYDWHHTXLW\IXQGLQKDVD 24-year track record of investing in small and medium-sized enterprises (SMEs) in the UK and has raised over £320 million in VCT and EIS products VLQFH7RJHWKHUWKH3XPD9&7V Puma EIS and Puma Alpha EIS have invested into 65 companies that were TXDOLI\LQJDWWKHWLPHRIWKHLQYHVWPHQW with over 33 exits.

Shareholders are asked to authorise the Board to allot the Ordinary Shares SXUVXDQWWRWKH2NjHUZKLOVWGLVDSSO\LQJ SUHHPSWLRQULJKWVZKLFKDUHWKH subject of Resolutions 1 and 3.

2NjHU\$JUHHPHQW

As is customary in the VCT sector the promoter charges the VCT a fee for UDLVLQJIXQGV,QUHVSHFWRIWKH2NjHULWLV proposed that Puma Investments will EHDSSRLQWHGDVSURPRWHUDQGZLOO charge an initial fee of up to 3%. \$FFRUGLQJO\XQGHUDQRNjHUDJUHHPHQW WKH2NjHU\$JUHHPHQWGDWHG -XO\EHWZHHQ3XPDWKH 'LUHFWRUV+RZDUG.HQQHG\DQG3XPD ,QYHVWPHQWV3XPD,QYHVWPHQWVZLOO subject to the passing of Resolution 2 DWWKH*HQHUDO0HHWLQJUHFHLYHDQ LQLWLDOIHHIRUSURPRWLQJWKH2NjHUWKH "Promoter Fee") of 3% of the aggregate value of accepted applications for 2UGLQDU\6KDUHVIURP,QYHVWRUVRXWRI ZKLFK3XPD,QYHVWPHQWVZLOOGLVFKDUJH FHUWDLQFRVWVRIWKH2NjHU

The payment of the Promoter Fee is a related party transaction under the /LVWLQJ5XOHVEHLQJDWUDQVDFWLRQ EHWZHHQ3XPDDQG3XPD,QYHVWPHQW LWVLQYHVWPHQWPDQDJHUWKDWLVUHTXLUHG to be approved by the Shareholders at the General Meeting. This is the subject of Resolution 2.

Letter from the Chairman

(continued)

Share Buy-Back Policy

Although the existing Ordinary Shares DUHDQGWKH2UGLQDU\6KDUHVLVVXHG XQGHUWKH2NjHUZLOOEHOLVWHG 6KDUHKROGHUVPD\njQGLWGLǎFXOWWRVHOO WKHLU6KDUHVDQGWKHUHIRUHWRLPSURYH OLTXLGLW\3XPDKDVHVWDEOLVKHGD buy-back policy for the Shares subject to the requirements of the Listing Rules. As a guide and subject to the %RDUGšVGLVFUHWLRQDQGSURYLGLQJWKDWLQ WKHRSLQLRQRIWKH%RDUGWKHUHLV DGHTXDWHVXUSOXVFDVKDYDLODEOH3XPD will consider buying back Shares at up to a 5% discount to the last published NAV. The approval of the authority for Puma to buy back Shares is the subject of Resolution 4.

General Meeting

Notice of the General Meeting is set-out at the end of this document. The General Meeting will be held at DPRQ\$XJXVW7KH2NjHU is conditional upon Resolutions 1 to 3 being passed at the General Meeting.

An explanation of the Resolutions is set out below:

Resolution 1 is an ordinary resolution and seeks the approval of Shareholders to authorise the Directors pursuant to Section 551 CA 2006 to allot Ordinary Shares up to an aggregate nominal YDOXHRIeUHSUHVHQWLQJ approximately 746% of the issued share FDSLWDORI3XPDDVDW-XO\WKLV being the latest practicable date prior to publication of this document) in FRQQHFWLRQZLWKWKH2NjHUDQGRWKHU RNjHUVIRUVXEVFULSWLRQ7KHDXWKRULW\ conferred by this Resolution 1 will expire at the conclusion of Puma's next annual general meeting or on the expiry RInjIWHHQPRQWKVIROORZLQJWKHSDVVLQJ RIWKLV5HVROXWLRQZKLFKHYHULVWKH ODWHUXQOHVVSUHYLRXVO\UHQHZHGYDULHG or revoked by Puma in general meeting).

Resolution 2 is an ordinary resolution to approve the payment of the Promoter )HHWR3XPD,QYHVWPHQWVGHWDLOVRI which are set out under the heading 2NjHU\$JUHHPHQWRQSDJH Puma Investments is not a Shareholder DQGZLOOQRWWKHUHIRUHYRWHRQWKLV Resolution 2 at the General Meeting DQGDVDUHODWHGSDUW\WR3XPDXQGHU WKH/LVWLQJ5XOHVKDVXQGHUWDNHQWR take all reasonable steps to ensure that LWVDVVRFLDWHVDVGHnjQHGLQWKH/LVWLQJ 5XOHVZKLFKLQFOXGHV0LFKDHOYDQ 0HVVHOZLOOQRWYRWHRQWKLV5HVROXWLRQ 2 at the General Meeting.

Resolution 3 is a special resolution and seeks the approval of Shareholders to dis-apply pre-emption rights in respect of any Ordinary Shares issued pursuant to the authority contained in Resolution LQDFFRUGDQFHZLWK&\$XSWRDQ DJJUHJDWHQRPLQDOYDOXHRIe which represents 746% of the issued share capital of the Company as at 22 July 2020 this being the latest practicable date prior to publication of this document). The authority conferred by Resolution 3 will expire at the conclusion of Puma's next annual general meeting or on the expiry of njIWHHQPRQWKVIROORZLQJWKHSDVVLQJRI WKLV5HVROXWLRQZKLFKHYHULVWKHODWHU XQOHVVSUHYLRXVO\UHQHZHGYDULHGRU revoked by Puma in general meeting).

The authorisations conferred by Resolutions 1 and 3 will be used to enable Puma to issue Ordinary Shares XQGHUWKH2NjHUDQGRWKHUVPDOOHUVKDUH RNjHUV

Resolution 4 is a special resolution and seeks the approval of Shareholders to authorise Puma to make market purchases pursuant to CA 2006 of up to such number of Ordinary Shares as is equal to 14.99% of the issued Ordinary Shares immediately following the FORVLQJRIWKH2NjHU\$Q\6KDUHVERXJKW back under this authority may be cancelled or held in treasury as may be determined by the Board. The authority conferred by Resolution 4 will expire at the conclusion of Puma's next annual general meeting or on the expiry of njIWHHQPRQWKVIROORZLQJWKHSDVVLQJRI 5HVROXWLRQZKLFKHYHULVWKHODWHU XQOHVVSUHYLRXVO\UHQHZHGYDULHGRU revoked by Puma in general meeting).

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

%HIRUHWDNLQJDQ\DFWLRQ\RXDUH recommended to read the further information set out in this document.

6KDUHKROGHUVZLOOnjQGHQFORVHGZLWKWKLV document a form of proxy for use at the General Meeting. You are requested to complete and return the form of proxy so as to be received not less than 48 hours before the time appointed for holding of the General Meeting (excluding weekends and public holidays). As a result of the Government restrictions on movement and gatherings imposed as a result of the &29,'SDQGHPLF6KDUHKROGHUVZLOO not be allowed to attend the General Meeting. Please see note a) of the notice to the General Meeting on page 18. Two shareholder Directors will conduct the "closed" General Meeting to ensure it has the necessary quorum. \$FFRUGLQJO\ZKHQFRPSOHWLQJWKHLU form of proxy Shareholders are urged to appoint the Chairman of the General 0HHWLQJDVWKHLUSUR[\DQGDQ\RWKHU appointed proxy will not be able to attend the closed General Meeting.

Recommendation

The Board believes that the proposals GHVFULEHGLQWKLV&LUFXODULQFOXGLQJWKH 5HVROXWLRQVDUHLQWKHEHVWLQWHUHVWV the Shareholders as a whole. Michael van Messel is as a director of Puma and DQHPSOR\HHRIWKH3XPD*URXSZKLFK is a related party of Puma under the /LVWLQJ5XOHV\$FFRUGLQJO\0LFKDHOYDQ Messel has not taken part in the Board's consideration of the proposals relating to the payment of the Promoter Fee.

The Board also considers that the payment of the Promoter Fee is fair and reasonable so far as the Shareholders are concerned and has been so advised E+RZDUG.HQQHG\DVVSRQVRUWR 3XPD,QSURYLGLQJWKLVDGYLFH+RZDUG Kennedy has taken into account the Directors' commercial assessment of WKHWHUPVRIWKH2NjHU\$JUHHPHQW relating to the payment of the Promoter Fee.

\$FFRUGLQJO\WKH%RDUGXQDQLPRXVO\ recommends Shareholders to vote in favour of the Resolutions at the *HQHUDO0HHWLQJ0LFKDHOYDQ0HVVHO as a director of Puma and an employee RIWKH3XPD*URXSZLOOQRWYRWHRQ Resolution 2 at the General Meeting in respect of his holding of Ordinary Shares in Puma as he is not an Independent Shareholder and Puma Investments has undertaken to take all reasonable steps to ensure that its Associates will not vote on Resolution DWWKH*HQHUDO0HHWLQJ+RZHYHU Michael van Messel intends to vote in favour of the other Resolutions at the General Meeting in respect of his own EHQHnjFLDOVKDUHKROGLQJZKLFKDWWKH GDWHRIWKLV&LUFXODUWRWDOV Ordinary Shares (representing approximately 0.35 per cent of the issued Ordinary Share capital capital).

Yours sincerely

Egmont Kock

Chairman

Additional Information

1. Responsibility

3XPDDQGWKH'LUHFWRUVZKRVH names appear in paragraph 3.1 EHORZDFFHSWUHVSRQVLELOLW\IRU the information contained in this document. To the best of the knowledge of the Directors (who have taken all reasonable care to HQVXUHWKDWVXFKLVWKHFDVHWKH information contained in this document is in accordance with the facts and does not omit DQ\WKLQJOLNHO\WRDNjHFWWKHLPSRUW of such information.

2. Share Capital

2.1 As at 22 July 2020 (being the latest practicable date prior to the SXEOLFDWLRQRIWKLVGRFXPHQWWKH issued ordinary share capital of Puma was as follows:

Aggregate	Number of
nominal value (£)	Shares
e

2.2 As at 22 July 2020 (being the latest practicable date prior to the SXEOLFDWLRQRIWKLVGRFXPHQWQR warrants or options to subscribe for Ordinary Shares are RXWVWDQGLQJQRUGLG3XPDKROG any share capital in treasury.

3. Directors and their Interests

3.1 As at the date of this document WKH'LUHFWRUVWKHLULPPHGLDWH families and connected persons within the meaning of Rule 3 of the Disclosure Guidance and Transparency Rules ("DTR 3") KDYHDQGDVVXPLQJWKDWLWKH 2NjHULVIXOO\VXEVFULEHGZLWKWKH over-allotment facility fully XWLOLVHGLLDQRNjHUSULFHRIS per Ordinary Share and (iii) an Initial Fee of 3% applies to all VXEVFULSWLRQVWKH'LUHFWRUVDQG their immediate families and connected persons within the meaning of DTR 3 will immediately IROORZLQJWKH2NjHUKDYHWKH following interests in the share

FDSLWDORI3XPDWKHH[LVWHQFHRI which is known to or could with reasonable diligence be ascertained by the Directors:

Name	Number of Ordinary Shares before WKH2ƧHU	% of issued Ordinary Shares EHIRUHWKH2ƧHU
(JPRQW.RFN		0.35
Richard Oirschot		0.35
Michael van Messel		0.35

Name	Number of Ordinary Shares following WKH2ƧHU	% of issued Ordinary Shares following the 2ƧHU
(JPRQW.RFN		0.08
Richard Oirschot		0.08
Michael van Messel		0.08

• 3.2 None of the Directors has a VHUYLFHFRQWUDFWZLWK3XPDQRU are any such contracts proposed. (JPRQW.RFN5LFKDUG2LUVFKRW and Michael van Messel were each appointed under a letter of DSSRLQWPHQWGDWHG-XO\LQ each case terminable by either party on three months' notice to expire at any time after the date 15 months from the respective FRPPHQFHPHQWGDWHVSXUVXDQW to which they are required to GHYRWHVXFKWLPHWRWKHDNjDLUVRI Puma as the Board reasonably requires consistent with their role as a non-executive director. None of the agreements provides for any compensation to be paid to the Director on termination of the relevant agreement. Under the agreements each of the Directors UHFHLYHVDQDQQXDOIHHRIe (plus VAT if applicable). In respect RIWKHnjQDQFLDO\HDUHQGHG )HEUXDU\QRIHHVZHUHSDLG WRWKH'LUHFWRUVKRZHYHUe was accrued in relation to each 'LUHFWRUZKLFKLVH[FOXVLYHRIDQ\ DSSOLFDEOH9\$7HPSOR\HUVš national insurance or any out-ofpocket expenses).
• 3.3 No Director is or has been interested in any transaction which is or was unusual in its QDWXUHRUFRQGLWLRQVRUVLJQLnjFDQW to the business of Puma and ZKLFKZDVHNjHFWHGE\3XPDLQWKH year ended 29 February 2020 or in WKHFXUUHQWnjQDQFLDO\HDURUZKLFK ZDVHNjHFWHGLQDQHDUOLHUnjQDQFLDO year and remains in any respect RXWVWDQGLQJRUXQSHUIRUPHG save for Michael van Messel who is a shareholder in Shore Capital Group Limited (the ultimate holding company of Puma ,QYHVWPHQWVDSDUW\WR agreements referred to in SDUDJUDSKVWRDQG DQGZKRLVFRQVHTXHQWO\ interested in these agreements.

4. Substantial Shareholders

Save for the persons set out EHORZ3XPDLVQRWDZDUHRIDQ\ SHUVRQQRWEHLQJDPHPEHURILWV DGPLQLVWUDWLYHPDQDJHPHQWRU VXSHUYLVRU\ERGLHVZKRDVDWWKH GDWHRIWKLVGRFXPHQWLVGLUHFWO\ RULQGLUHFWO\LQWHUHVWHGLQRU more of the issued share capital of Puma and is required to notify such interest in accordance with the DTR3 or who directly or indirectly controls Puma.

Name	Number of Ordinary Shares	% of issued Ordinary Shares
Daniel Davies		3.48
James Furlong		3.5
7KRPSVRQ*DZOH\		3.36
0LFKDHO0F*KHH		3.48

5. Material Contracts

5.1 The following are (a) the only FRQWUDFWVQRWEHLQJFRQWUDFWV entered into in the ordinary FRXUVHRIEXVLQHVVWKDWKDYH been entered into by Puma since incorporation and which are or PD\EHPDWHULDOWR3XPDDQGE WKHRQO\FRQWUDFWVQRWEHLQJ contracts entered into in the RUGLQDU\FRXUVHRIEXVLQHVVWKDW have been entered into by Puma since incorporation and which contain any provisions under which Puma has any obligation or entitlement which are material to Puma as at the date of this document:

2NjHU\$JUHHPHQW

7KH2NjHU\$JUHHPHQW dated 23 July 2020 and PDGHEHWZHHQ3XPD WKH'LUHFWRUVWKH Sponsor (3) and Puma ,QYHVWPHQWVSXUVXDQW to which the Sponsor agreed to act as sponsor to WKH2NjHUDQG3XPD Investments has XQGHUWDNHQDVDJHQWRI 3XPDWRXVHLWVUHDVRQDEOH endeavours to procure subscribers under the 2NjHU3XPD,QYHVWPHQWV will be entitled to any interest earned on subscription monies prior to the allotment of Ordinary Shares which will be applied to defray the FRVWVRIWKH2NjHU8QGHU WKH2NjHU\$JUHHPHQW Puma will pay Puma Investments a commission of 3% of the aggregate value of accepted applications for Ordinary Shares received pursuant WRWKH2NjHU

Puma Investments will be responsible for the payment of commission to DXWKRULVHGnjQDQFLDO intermediaries in respect of execution only clients.

8QGHUWKH2NjHU \$JUHHPHQWZKLFKPD\EH terminated by the parties in FHUWDLQFLUFXPVWDQFHV 3XPD,QYHVWPHQWV3XPD and the Directors have given certain warranties and indemnities. Warranty claims must be made by no later than three months after the second annual general meeting of Puma following the closing date RIWKH2NjHUDWZKLFK Shareholders approve Puma's accounts or (if earlier) by the date Puma is subject to a takeover. The warranties are subject to limits of the greater of eRURIWKH SURFHHGVRIWKH2NjHUIRU 3XPD,QYHVWPHQWVDQG one year's director fees for each Director. Puma has also agreed to indemnify the Sponsor and Puma Investments (as promoter). The warranties and indemnities were in usual form for a contract of this W\SH7KH2NjHU Agreement may be terminated by the Sponsor DQGRU3XPD,QYHVWPHQWV LQWHUDOLDLIDQ\VWDWHPHQW LQWKH3URVSHFWXVLVXQWUXH any material omission from the Prospectus arises or any breach of warranty occurs.

2NjHU\$JUHHPHQW

\$QRNjHUDJUHHPHQWGDWHG 5 July 2019 (the "2019 2NjHU\$JUHHPHQWŤ EHWZHHQ3XPDWKH 'LUHFWRUV+RZDUG.HQQHG\ DQG3XPD,QYHVWPHQWV under which Howard Kennedy agreed to act as VSRQVRUWRWKH2NjHU and Puma Investments DJUHHGDVDJHQWRI3XPD to use its reasonable endeavours to procure subscribers for Ordinary Shares on the terms and subject to the conditions set out in the prospectus UHODWLQJWRWKH2NjHU (the "2019 Prospectus"). 8QGHUWKH2NjHU Agreement Puma Investments was entitled to any interest earned on subscription monies prior to the allotment of Ordinary Shares which were to be applied to defray WKHFRVWVRIWKH2NjHU 8QGHUWKH2NjHU \$JUHHPHQW3XPDSDLG Puma Investments a commission of 3% of the aggregate value of accepted applications for Ordinary Shares received SXUVXDQWWRWKH2NjHU

Puma Investments was responsible for the payment of commission to DXWKRULVHGnjQDQFLDO intermediaries in respect of execution only clients.

Additional Information (continued)

8QGHUWKH2NjHU \$JUHHPHQWZKLFKFRXOGEH terminated by the parties in FHUWDLQFLUFXPVWDQFHV 3XPD3XPD,QYHVWPHQWV and the Directors gave certain warranties and indemnities. Warranty claims must be made by no later than three months after the second annual general meeting of Puma following the closing date RIWKH2NjHUDWZKLFK Shareholders approve Puma's accounts or (if earlier) by the date Puma is subject to a takeover. The warranties were subject to limits of the greater of eRURIWKH SURFHHGVRIWKH2NjHU IRU3XPD,QYHVWPHQWVDQG one year's director fees for each Director. Puma also agreed to indemnify Howard Kennedy and Puma Investments (as promoter). The warranties and indemnities were in usual form for a contract of this W\SH7KH2NjHU Agreement could be terminated by Howard Kennedy and/or Puma ,QYHVWPHQWVLQWHUDOLDLI any statement in the 2019 3URVSHFWXVZDVXQWUXHDQ\ material omission from the prospectus relating to the 2NjHUDURVHRUDQ\ breach of warranty occurred.

Investment Management Agreement

5.1.3 An agreement (the "IMA") dated 5 July 2019 and made between Puma and the Manager whereby the Manager will provide discretionary investment

management and advisory services to Puma in respect of its portfolio of Qualifying Investments and Non-Qualifying Investments.

The Manager will receive an annual investment management fee equal to 2% of the Net Asset Value (plus VAT if applicable) in relation to its investment management services. Such fees will be payable TXDUWHUO\LQDUUHDUVWKH njUVWSD\PHQWVWREHPDGH in respect of the period FRPPHQFLQJRQWKHnjUVW allotment of Shares SXUVXDQWWRWKH2NjHU and continuing until the termination of the IMA. No investment management fee has been paid to the Investment Manager in UHVSHFWRIWKHnjQDQFLDO\HDU ended 29 February 2020 KRZHYHUeZDV accrued in relation to that period which is exclusive of any applicable VAT).

The Manager will also be entitled to a performance incentive fee payable in relation to each accounting SHULRGVXEMHFWWRWKH Performance Value per Share being at least 120p at the end of the relevant accounting period. The amount of the performance incentive fee will be equal to 20% of the amount by which the Performance Value per Share at the end of an accounting period exceeds the High Water Mark (being the higher of 120p and the highest Performance Value per Share at the end of any previous accounting SHULRGDQGPXOWLSOLHGE\ the number of Shares in issue at the end of the relevant period.

Puma is responsible for its central running costs LQFOXGLQJ'LUHFWRUVšIHHV the annual investment management fee and the DGPLQLVWUDWLRQIHHDQG normal third party costs LQFOXGLQJOLVWLQJIHHVDXGLW DQGWD[DWLRQVHUYLFHVOHJDO IHHVVSRQVRUIHHV UHJLVWUDUVšIHHVUHFHLYLQJ agent fees and other incidental costs. The Manager has agreed to reduce its annual investment management fee by such amount as is equal to the excess by which the Annual Running Expenses of Puma exceeds 3.5% of its Net Asset Value. The Manager is also entitled to reimbursement of expenses incurred in performing its obligations. The Manager is entitled to charge investee companies DUUDQJHPHQWVWUXFWXULQJ DQGPRQLWRULQJIHHVDQGWR the extent that other VHUYLFHVDUHSURYLGHG additional fees as may be agreed. Unless the members of the Board who are independent of the Manager agree otherwise:

5.1.3.1 in the case of arrangement and VWUXFWXULQJIHHVWKH aggregate of such fees and expenses shall not exceed 3% of the value of the total investment (at the time of investment) by Puma; and

5.1.3.2 in the case of

monitoring fees and SHULRGLFDOIHHVWKH aggregate of such fees (on a per annum basis) shall together not exceed 2.5% of the value of the total amount invested by Puma in such Investee Company.

The appointment of the 0DQDJHUWRRNHNjHFWRQ July 2019 and shall continue unless and until terminated by either party giving to the other not less than twelve calendar months' prior notice in ZULWLQJVXFKQRWLFHQRWWR WDNHHNjHFWEHIRUHWKHHQG RIWKHnjIWKDQQLYHUVDU\ following the last allotment of Shares pursuant to an RNjHUIRUVXEVFULSWLRQPDGH by Puma. The IMA is subject to earlier termination by either party in certain circumstances.

Any investment or other asset of any description of Puma (other than dematerialised securities which will be registered in WKHQDPHRIDQRPLQHH Pershing Securities /LPLWHGDSULYDWHOLPLWHG company resident in England and incorporated in England and Wales with company number ZKRVH UHJLVWHUHGRǎFHLVDW5R\DO /LYHU%XLOGLQJ3LHU+HDG /LYHUSRRO(QJODQG/// DQDXWKRULVHGnjUPXQGHU the FCA rules and governed by English law (or such other dematerialised custodian as Puma may DSSRLQWIURPWLPHWRWLPH ZLOOEHKHOGLQ3XPDšVQDPH although in exceptional circumstances the

Manager other suitable person may hold such investments or assets in the name of the Manager or other suitable person DFWLQJDVFXVWRGLDQZKHUH due to the nature of the law or market practice of an RYHUVHDVMXULVGLFWLRQLWLVLQ the best interests of Puma to do so or it is not feasible to do otherwise.

:KHQFRQǍLFWVRFFXU between the Manager and Puma because of other activities and relationships RIWKH0DQDJHUWKH Manager will ensure that Puma receives fair treatment or will rely on "Chinese Wall" arrangements restricting WKHǍRZRILQIRUPDWLRQ within the Manager's wider corporate group. \$OWHUQDWLYHO\VXFKFRQǍLFWV will be disclosed to Puma. To the extent that Puma intends to invest in a company in which another Puma Fund has invested or LQWHQGVWRLQYHVWWKH investment must be approved by members of the Board who are independent of the Manager unless the investment is made at the same time and / or on the same terms or in accordance with a preexisting agreement between Puma and the Manager.

The Manager may make investments on behalf of Puma in collective investment vehicles of which it is manager or in companies where the Manager has been involved in the provision of services to those companies and PD\UHFHLYHFRPPLVVLRQV

EHQHnjWVFKDUJHVRU advantage from so acting. There will be no duplication of fees in such situations.

The provision by the Manager of discretionary investment management and advisory services is subject to the overall FRQWUROGLUHFWLRQDQG supervision of the Directors.

Directors' Letters of Appointment

5.1.4 Each of the Directors entered into an agreement with Puma dated 5 July 2019 whereby he is required to devote such WLPHWR3XPD VDNjDLUVDV the Board reasonably requires consistent with his role as non-executive Director. Each Director is entitled to receive an DQQXDOIHHRIeSOXV VAT if applicable). Each party can terminate the agreement by giving to the other at least three months' notice in writing to expire at any time after the date 15 months from the respective commencement dates. 1REHQHnjWVDUHSD\DEOHRQ termination. In respect of the last reporting period to )HEUXDU\QRIHHV were paid to the Directors KRZHYHUeZDV accrued in relation to each 'LUHFWRUZKLFKLVH[FOXVLYH RIDQ\DSSOLFDEOH9\$7 employers' national insurance or any out-ofpocket expenses).

Additional Information

(continued)

Administration Agreement

5.1.5 An agreement dated 5 July 2019 and made between Puma and the Manager whereby the Manager will provide certain administration services and company secretarial services to Puma in respect of the period from Admission until the termination of the Administration Agreement with regard to all the LQYHVWPHQWVRI3XPDIRU an annual fee of 0.35% of the Net Asset Value (plus VAT if applicable). No fees in respect of such services have been paid to the Investment Manager in UHODWLRQWRWKHnjQDQFLDO\HDU ended 29 February 2020 KRZHYHUeZDV accrued in relation to that period which is exclusive of any applicable VAT).

The appointment of the Manager as administrator shall continue unless and until terminated by either party giving to the other not less than twelve calendar months' prior QRWLFHLQZULWLQJVXFK QRWLFHQRWWRWDNHHNjHFW EHIRUHWKHHQGRIWKHnjIWK anniversary following the last allotment of Shares SXUVXDQWWRDQRNjHUIRU subscription made by Puma. The agreement is subject to earlier termination in certain circumstances.

Trade Mark Sub-Licence Agreement

5.1.6 An agreement ("the Trade Mark Sub-Licence Agreement") dated 5 July 2019 and made between Puma Investments and 3XPDZKHUHE\3XPD Investments grants to Puma a non-exclusive OLFHQFHDWQRFRVWWRXVH the "Puma" name in connection with Puma's activities.

The Trade Mark Sub-Licence Agreement commences from the date of the agreement and is terminable by either party if WKHRWKHUSDUW\VXNjHUV certain events of insolvency and is terminable by Puma Investments if any person or persons acting in FRQFHUWDVGHnjQHGLQWKH City Code on Takeovers and Mergers) obtains control of Puma or if the IMA is terminated for any reason.

Custody Agreement

5.1.7 A Custody Agreement dated 5 July 2019 between Puma and Howard Kennedy LLP under which Howard Kennedy LLP agrees to hold securities in FHUWLnjFDWHGIRUPRQEHKDOI of Puma as custodian for an DQQXDOIHHRIeSOXV 9\$7WHUPLQDEOHE\HLWKHU party on one month's notice.

6. Other

• 6.1 Puma was incorporated and registered in England and Wales under the CA 2006 as a public company with limited liability on 11 April 2019 with registered number 11939975. Puma is domiciled in England.
• 6.2 Statutory accounts of Puma for the year ended 29 February 2020 in respect of which Puma's DXGLWRUV5608.\$XGLW//3KDYH PDGHDQXQTXDOLnjHGUHSRUWXQGHU &\$KDYHEHHQGHOLYHUHGWR the Registrar of Companies.
• 6DYHIRUWKHRNjHUDJUHHPHQWV described in paragraphs 5.1.1 and DERYHIHHVSDLGWRWKH Directors as detailed in paragraph DERYHWKHIHHVSD\DEOHWRWKH Manager for investment adviser services under the IMA and administration services under the administration agreement described in paragraph 5.1.5 DERYHWKHUHKDYHEHHQQRRWKHU related party transactions or fees paid by Puma since 29 February 2020 to the date of this document.
• 6.4 Save in respect of £1.88 million being raised (before issue costs) SXUVXDQWWRWKH2NjHUDIWHU 29 February 2020 and the FRQVHTXHQWLDOLVVXHRI 6KDUHVDQGIXUWKHULQYHVWPHQWV made by the Company (of eLQWR7LF7UDF/LPLWHGRQ 0DUFKDQGeLQWR Le Col Holdings Limited on 15 \$SULOWKHUHKDVEHHQQR VLJQLnjFDQWFKDQJHLQWKHnjQDQFLDO position of the Company since 29 February 2020 (being the date to ZKLFKWKHODVWDXGLWHGnjQDQFLDO information of Puma has been published) to the date of this document.
• 7KHUHDUHQRJRYHUQPHQWDOOHJDO or arbitration proceedings (including any such proceedings which are pending or threatened of which Puma is aware) during the 12 month period ending on the date of this document which may KDYHRUKDYHKDGLQWKHUHFHQW SDVWVLJQLnjFDQWHNjHFWVRQ3XPDšV njQDQFLDOSRVLWLRQRUSURnjWDELOLW\
• 6.6 Puma does not have any material VKDUHKROGHUVZLWKGLNjHUHQWYRWLQJ rights.
• 6.7 Howard Kennedy has given and has not withdrawn its written consent to the issue of this GRFXPHQWZLWKUHIHUHQFHVWRLWV name in the form and context in which they are included and the inclusion of the statement on page 7 of this document that Howard Kennedy has advised the Board that it considers the payment of the Promoter Fee XQGHUWKH2NjHU\$JUHHPHQW to be fair and reasonable so far as the Shareholders are concerned.
• 6.8 Application will be made for all of the Ordinary Shares issued under WKH2NjHUWREHDGPLWWHGWR trading on the London Stock Exchange's main market for listed securities
• 6.9 The Ordinary Shares will be issued LQUHJLVWHUHGIRUPZLOOEH transferable and will rank pari passu in all respects with each RWKHU7KHnjUVWDOORWPHQWRI 2UGLQDU\6KDUHVXQGHUWKH2NjHU will take place on or before 1 April 2021. Application will be made for such Ordinary Shares to be admitted to the CREST system and it is anticipated that holders of Ordinary Shares will be able to hold their Ordinary Shares in FHUWLnjFDWHGRUXQFHUWLnjFDWHG form. It is expected that dealings will commence within ten Business Days of any allotment.

7. Documents Available for Inspection

• 7.1 Copies of the following documents will be available for inspection during normal business KRXUVRQDQ\GD\6DWXUGD\V Sundays and public holidays excepted) from the date of this document until the conclusion of the General Meeting at the UHJLVWHUHGRǎFHRI3XPDDQGDW WKHRǎFHVRI+RZDUG.HQQHG\ 1R/RQGRQ%ULGJH/RQGRQ6( 9BG:
  • 7.1.1 the Articles;
  • 7.1.2 the audited report and accounts of Puma for the njQDQFLDO\HDUHQGHG February 2020;
  • 7.1.3 the Prospectus; and
  • 7.1.4 this document.

23 July 2020

PART IV 'HnjQLWLRQV

p2ƧHUq	WKHRNjHUIRUVXEVFULSWLRQE\WKH&RPSDQ\IRU2UGLQDU\6KDUHVLQUHVSHFWRIWKHWD[\HDUVDQG that was launched on 5 July 2019
p2ƧHU \$JUHHPHQWq	WKHRNjHUDJUHHPHQWGDWHG-XO\EHWZHHQ3XPDWKH'LUHFWRUV+RZDUG.HQQHG\DQG3XPD,QYHVWPHQWV
p\$GPLVVLRQq	WKHDGPLVVLRQRIWKH2UGLQDU\6KDUHVDOORWWHGSXUVXDQWWRWKH2NjHUWRDSUHPLXPOLVWLQJRQWKH2ǎFLDO/LVWDQGWR trading on the London Stock Exchange's market for listed securities
"Annual Running &RVWVq	annual costs and expenses incurred by Puma in the ordinary course of its business (including irrecoverable value added tax)
p\$UWLFOHVq	WKHDUWLFOHVRIDVVRFLDWLRQRI3XPDDVDPHQGHGIURPWLPHWRWLPH
"Associates"	has the meaning given in the Listing Rules
p%RDUGqorp'LUHFWRUVq	the board of directors of Puma
p%XVLQHVV'D\Vq	any day (other than a Saturday) on which the clearing banks are open for normal banking business in sterling
p&\$q	Companies Act 2006 (as amended)
p&LUFXODUq	this document
p&5(67q	WKHFRPSXWHULVHGVHWWOHPHQWV\VWHPWRIDFLOLWDWHWKHWUDQVIHURIWLWOHWRVHFXULWLHVLQXQFHUWLnjFDWHGIRUPRSHUDWHG by Euroclear UK & Ireland Limited
"Disclosure Guidance & 7UDQVSDUHQF\5XOHVq	the disclosure guidance & transparency rules of the FCA
p(,6q	WKH(QWHUSULVH,QYHVWPHQW6FKHPHVDWLVI\LQJWKHUHTXLUHPHQWVRI3DUWRI,7\$
p)&\$q	the Financial Conduct Authority
p)60\$q	the Financial Services and Markets Act 2000 (as amended)
p*HQHUDO0HHWLQJq	the general meeting of Puma convened for 26 August 2020 (or any adjournment thereof)
p+RZDUG.HQQHG\q	Howard Kennedy Corporate Services LLP
p,0\$q	DQDJUHHPHQWGDWHG-XO\EHWZHHQ3XPDDQG3XPD,QYHVWPHQWVXQGHUZKLFK3XPD,QYHVWPHQWV provides discretionary and advisory investment management services to Puma in respect of its portfolio of investments
"Independent Shareholders"	Shareholders other than the Manager and its Associates
p,QYHVWRUq	DVXEVFULEHUIRU2UGLQDU\6KDUHVXQGHUWKH2NjHU
p,7\$q	Income Tax Act 2007 (as amended)
p/LVWLQJ5XOHVq	the listing rules of the FCA
"London Stock ([FKDQJHq	London Stock Exchange plc
p1\$9q or "net asset YDOXHq	net asset value
p2ƧHUq	WKHRNjHUIRUVXEVFULSWLRQE\3XPDDVGHWDLOHGRQSDJH
p2ƬFLDO/LVWq	WKHRǎFLDOOLVWRIWKH)&\$
p2UGLQDU\6KDUHVq	Ordinary Shares of 1p each in the capital of the Puma (and each an "Ordinary Share")
p3URPRWHU)HHq	WKHLQLWLDOIHHSD\DEOHE\3XPDWR3XPD,QYHVWPHQWVIRUSURPRWLQJWKH2NjHUGHWDLOVRIZKLFKDUHVHWRXW on page 5
p3URVSHFWXVq	the prospectus issued by Puma dated 23 July 2020

p3XPDqor the p&RPSDQ\q	Puma Alpha VCT plc
p3XPD*URXSq	3XPD,QYHVWPHQWV3XPD3ULYDWH(TXLW\/LPLWHGRURWKHUFRPSDQLHVLQ3XPD,QYHVWPHQWV SDUHQWFRPSDQ\šV group of companies
p3XPD,QYHVWPHQWVqor p0DQDJHUq	3XPD,QYHVWPHQWV0DQDJHPHQW/LPLWHGRI&DVVLQL+RXVH6W-DPHVšV6WUHHW/RQGRQ6:\$/'
p3XPD9&7Vq	3XPD9&7SOF3XPD9&7,,SOF3XPD9&7,,,SOF3XPD9&7,9SOF3XPD9&79SOF3XPD+LJK,QFRPH9&7 SOF3XPD9&79,,SOF3XPD9&7SOF3XPD9&7SOF3XPD9&7SOF3XPD9&7SOF3XPD9&7SOF Puma VCT 13 plc and Puma
p5HVROXWLRQVq	the resolutions to be proposed at the General Meeting
p6KDUHKROGHUq	a holder of Ordinary Shares
p8.q	the United Kingdom
p9&7qor "venture FDSLWDOWUXVWq	a company satisfying the requirements of Chapter 3 of Part 6 of ITA 2007 for venture capital trusts
p9&75XOHVq	3DUW,7\$DQGHYHU\RWKHUVWDWXWHLQFOXGLQJDQ\RUGHUVUHJXODWLRQVRURWKHUVXERUGLQDWHOHJLVODWLRQPDGH under them) for the time being in force concerning VCTs

Notice of general meeting

Puma Alpha VCT plc

(Registered in England and Wales with registered number 11939975)

NOTICE IS HEREBY GIVEN

that a General Meeting of Puma Alpha VCT plc ("Puma") will be held at 11.15 am on 26 August 2020 IRUWKHSXUSRVHVRIFRQVLGHULQJDQG LIWKRXJKWnjWSDVVLQJWKHIROORZLQJ UHVROXWLRQVZKLFKZLOOEHSURSRVHG as to resolutions 1 and 2 as ordinary resolutions and as to resolutions 3 and 4 as special resolutions:

Ordinary Resolutions

7KDWWKH'LUHFWRUVEHDQGKHUHE\ are authorised in accordance with Section 551 of the CA 2006 to exercise all of the powers of Puma to allot ordinary shares of 1 pence each in the capital of Puma

(p2UGLQDU\6KDUHVq) up to an aggregate nominal value of eLQFRQQHFWLRQZLWKWKH 2NjHUDQGRWKHURNjHUVIRU VXEVFULSWLRQUHSUHVHQWLQJ approximately 746% of the issued share capital of Puma as at 22 July EHLQJWKHODWHVWSUDFWLFDO date prior to publication of this GRFXPHQWSURYLGHGWKDWWKH authority conferred by this Resolution 1 shall expire at the conclusion of Puma's next annual general meeting or on the expiry RInjIWHHQPRQWKVIROORZLQJWKH SDVVLQJRIWKLV5HVROXWLRQ whichever is the later (unless SUHYLRXVO\UHQHZHGYDULHGRU revoked by Puma in general meeting).

7KDWWKHSD\PHQWE\3XPDWR Puma Investments of a Promoter )HHVXFKSD\PHQWEHLQJSXUVXDQW WRWKH2NjHU\$JUHHPHQW details of which are set out on page 9 of the circular issued to Puma's shareholders dated -XO\WKHţ&LUFXODUŤ be approved.

Special Resolutions

• 7KDWWKH'LUHFWRUVEHDQGKHUHE\ are empowered pursuant to Section 570(1) of CA 2006 to allot RUPDNHRNjHUVRUDJUHHPHQWVWR allot equity securities (which expression shall have the meaning ascribed to it in Section 560(1) of CA 2006) for cash pursuant to the authority given in accordance with Section 551 of CA 2006 by Resolution 1 above as if Section 561(1) of CA 2006 did not apply to VXFKDOORWPHQWVSURYLGHGWKDWWKH power provided by this Resolution 3 shall expire at the conclusion of Puma's next annual general PHHWLQJRURQWKHH[SLU\RInjIWHHQ months following the passing of WKLV5HVROXWLRQZKLFKHYHULVWKH ODWHUXQOHVVSUHYLRXVO\UHQHZHG varied or revoked by Puma in general meeting).
• 7KDW3XPDEHDQGLVKHUHE\ authorised to make one or more market purchases (within the meaning of section 693(4) of the CA 2006) of Ordinary Shares provided that:
  • 4.1 the maximum aggregate number of Ordinary Shares authorised to be purchased is an amount equal to 14.99% of the issued Ordinary Shares immediately following WKHFORVLQJRIWKH2NjHU
  • 4.2 the minimum price which may be paid for an Ordinary Share is their nominal value;
• 4.3 the maximum price which may be paid for an Ordinary 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 RǎFLDOOLVWIRUWKHnjYH Business Days immediately preceding the day on which such Ordinary Share is to be purchased; and (ii) the amount stipulated by Article 5(6) of Market Abuse Regulation (596/2014/EU);
• XQOHVVUHQHZHGWKH authority hereby conferred shall expire either at the conclusion of the annual general meeting of Puma following the passing of this Resolution 4 or on the H[SLU\RInjIWHHQPRQWKV from the passing of this 5HVROXWLRQZKLFKHYHULV WKHODWHUVDYHWKDW3XPD PD\SULRUWRVXFKH[SLU\ enter into a contract to purchase Ordinary Shares which will or may be completed or executed wholly or partly after such expiry.

)RUWKHSXUSRVHRIWKHVH5HVROXWLRQV ZRUGVDQGH[SUHVVLRQVGHnjQHGLQWKH Circular shall have the same meanings LQWKHVH5HVROXWLRQVVDYHZKHUHWKH context requires otherwise.

Dated 23 July 2020

By order of the Board

Paul James Frost Company Secretary

5HJLVWHUHG2ǎFH

Cassini House 57 St James's Street London SW1A 1LD

Information regarding the General 0HHWLQJLQFOXGLQJWKHLQIRUPDWLRQ UHTXLUHGE\VHFWLRQ\$RI&\$ is available from: www.pumainvestments.co.uk/pages/ view/investors-information-vcts

Notice of general meeting

(continued)

Notes

• a) As a result of the Government restrictions on movement and gatherings imposed as a result RIWKH&RYLGSDQGHPLF members will not be allowed to attend the General Meeting.
• b) Any member of Puma entitled to attend and vote at the General Meeting is entitled to appoint more than one proxy to exercise DOORUDQ\RIKLVULJKWVWRDWWHQG speak and vote in his place on a poll provided that each proxy is DSSRLQWHGWRDGLNjHUHQWVKDUHRU shares. Such proxy need not be a member of Puma. A form of proxy is enclosed. Whilst ordinarily lodging a form of proxy does not preclude a member from attending and voting at the PHHWLQJGXHWR&RYLG UHVWULFWLRQVQRDGGLWLRQDO members over and above the quorum requirement will be able to attend the General Meeting on 26 August 2020. Members are therefore strongly encouraged to complete and return a form of proxy appointing the 'Chairman of the meeting' as their proxy to ensure their votes are included in the poll vote conducted on all resolutions. Any other appointed proxy will not be able to attend the General Meeting.
• F 7REHYDOLGWKHFRPSOHWHGDQG signed form of proxy must either EHUHWXUQHGWR3XPDšV5HJLVWUDUV 6/&5HJLVWUDUV(OGHU+RXVH6W *HRUJHV%XVLQHVV3DUN %URRNODQGV5RDG:H\EULGJH 6XUUH.776RUDVFDQQHG FRS\EHHPDLOHGWRRǎFH# slcregistrars.com. Whichever means of return is used this must EHGRQHLQVXǎFLHQWWLPHWR ensure the form is received by 11.15 a.m. on 24 August 2020.
• d) Any corporation which is a member may appoint one or more corporate representatives who PD\H[HUFLVHRQLWVEHKDOIDOOLWV powers as a member provided that no more than one corporate representative exercises powers over the same shares. As no additional members or their representatives will be able to attend the General Meeting on 26 \$XJXVWFRUSRUDWHPHPEHUV are strongly encouraged to complete and return a form of proxy appointing the 'Chairman of the meeting' as their proxy to ensure their votes are included in the poll vote.
• e) Pursuant to regulation 41 of the 8QFHUWLnjFDWHG6HFXULWLHV 5HJXODWLRQVDVDPHQGHG entitlement to vote at the General Meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of Puma at 6.30 p.m. on 24 August 2020. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to vote at the meeting.
• f) You may not use any electronic address provided either in this notice of General Meeting or any related documents (including the form of proxy) to communicate for any purposes other than those expressly stated.
• g) Whilst copies of all Directors' letters of appointment for periods in excess of one year with Puma and the Articles are ordinarily made available for inspection during normal business hours at WKH3XPDšVUHJLVWHUHGRǎFHXSWR the date of the General Meeting and at the place of the General Meeting from 15 minutes before the start of the meeting until FRQFOXVLRQRIWKHPHHWLQJJLYHQ WKH&RYLGUHVWULFWLRQVFRSLHV will be made available to members on receipt of a valid request.
• h) CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual (available via www.euroclear.com). CREST personal members or other &5(67VSRQVRUHGPHPEHUVDQG those CREST members who have appointed a voting service SURYLGHUVVKRXOGUHIHUWRWKHLU CREST sponsor or voting service SURYLGHUVZKRZLOOEHDEOHWRWDNH the appropriate action on their behalf. CREST members are strongly encouraged to appoint the 'Chairman of the meeting' as their proxy to ensure their votes are included in the poll vote conducted on all resolutions. Any other appointed proxy will not be able to attend the General Meeting.
• i) In order for a proxy appointment or instruction made using the &5(67VHUYLFHWREHYDOLGWKH appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & ,UHODQG/LPLWHGšVVSHFLnjFDWLRQV and must contain the information UHTXLUHGIRUVXFKLQVWUXFWLRQDV described in the CREST Manual. 7KHPHVVDJHUHJDUGOHVVRI whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed SUR[\PXVWLQRUGHUWREHYDOLGEH transmitted so as to be received by Puma's agent (ID 7RA01) by 11.15 am on 24 August 2020. For WKLVSXUSRVHWKHWLPHRIUHFHLSW will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which Puma's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
• M &5(67PHPEHUVDQGZKHUH DSSOLFDEOHWKHLU&5(67VSRQVRUV or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations ZLOOWKHUHIRUHDSSO\LQUHODWLRQWR the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned WRWDNHRULIWKH&5(67PHPEHU LVD&5(67VSRQVRUHGPHPEHURU has appointed a voting service SURYLGHUWRSURFXUHWKDWKLV CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this FRQQHFWLRQ&5(67PHPEHUV DQGZKHUHDSSOLFDEOHWKHLU CREST sponsors or voting system SURYLGHUVDUHUHIHUUHGLQ SDUWLFXODUWRWKRVHVHFWLRQVRIWKH CREST Manual concerning practical limitations of the CREST system and timings.
• k) Puma may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the 8QFHUWLnjFDWHG6HFXULWLHV Regulations 2001.
• O \$VDW-XO\EHLQJWKH latest practical date prior to SXEOLFDWLRQRIWKLVGRFXPHQW Puma's issued share capital FRPSULVHG2UGLQDU\ Shares. The total number of voting rights in Puma as at that GDWHLV7KHZHEVLWH referred to above will include information on the number of Shares and voting rights.
• m) If you are a person who has been nominated under section 146 of the CA 2006 to enjoy information rights (p1RPLQDWHG3HUVRQq):
• you may have a right under an agreement between you and the member of Puma who has nominated you to have information rights ("Relevant 0HPEHUq) 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 GRQRWZLVKWRH[HUFLVHLW\RXPD\ 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 Puma UHPDLQVWKH5HOHYDQW0HPEHURU perhaps your custodian or broker) and you should continue to contact them (and not Puma) regarding any changes or queries relating to your personal details and your interest in Puma (including any administrative matters). The only exception to this is where Puma expressly requests a response from you.
• Q \$YRWHZLWKKHOGLVQRWDYRWHLQODZ which means that the vote will not be counted in the calculation of votes for or against the resolution. ,IQRYRWLQJLQGLFDWLRQLVJLYHQWKH proxy will vote or abstain from voting at his or her discretion. The proxy will vote (or abstain from YRWLQJDVKHRUVKHWKLQNVnjWLQ relation to any other matter which is put before the General Meeting.
• R ([FHSWDVSURYLGHGDERYH members who have general queries about the General Meeting should call Puma's 5HJLVWUDUV6/&5HJLVWUDUV(OGHU +RXVH6W*HRUJHV%XVLQHVV3DUN :H\EULGJH6XUUH.776RQ 01903 706150 (no other methods of communication will be accepted).
• p) Members may not use any electronic address provided either in this notice of the *HQHUDO0HHWLQJRUDQ\UHODWHG documents (including the &KDLUPDQ VOHWWHUDQGSUR[\IRUP to communicate with Puma for any purposes other than those expressly stated.

²⁰ Form of Proxy

&RPSDQ\QXPEHU Puma Alpha VCT plc (Company)

For use at the General Meeting of Puma Alpha VCT plc convened for 26 August 2020 at 11.15 am

I/We (names in full)

of

being (a) member(s) of the Company hereby appoint the Chairman of the meeting or (see note 1)

(Insert name of proxy)

DVP\RXUSUR[\WRDWWHQGVSHDNDQGYRWHRQP\RXUEHKDOIDWWKH*HQHUDO0HHWLQJRIWKH&RPSDQ\WREHKHOGRQ 26 August 2020 at 11.15 am and at any adjournment thereof.

Please tick here if this proxy appointment is one of multiple appointments being made by the same shareholder (see note 1).

Please indicate the number of shares in relation to which the named person is authorised to act as your proxy. If left blank the proxy will be authorised in respect of the full voting entitlement

I/We direct my/our proxy to vote on the following resolutions as I/we have indicated by marking the appropriate box below ZLWKDQ ; ,IQRLQGLFDWLRQLVJLYHQP\RXUSUR[\ZLOOYRWHRUDEVWDLQIURPYRWLQJDWKLVRUKHUGLVFUHWLRQDQG,ZHDXWKRULVH P\RXUSUR[\WRYRWHRUDEVWDLQIURPYRWLQJDVWKH\WKLQNnjWLQUHODWLRQWRDQ\RWKHUPDWWHUZKLFKLVSURSHUO\SXWEHIRUH the meeting.

Ordinary Resolutions		For	Against	Withheld
1	To authorise the allotment and issue of further Ordinary Shares
2	To approve the payment of the promoter fee under WKH2NjHU\$JUHHPHQW
Special Resolution
3	To disapply pre-emption rights in relation to the above allotment and issue of Ordinary Shares
4	To approve the Company making buybacks of Ordinary Shares
Signature;		Date;

Dated

Signed or sealed (see Note 6)

Notes:

Given restricted attendance at the General Meeting this year we strongly encourage all shareholders to complete and return a form of proxy to ensure their votes are counted in the poll vote that will be conducted on all resolutions at the General Meeting.

• 1. Any member of the Company entitled to attend and vote at the General Meeting is also entitled to appoint one or PRUHSUR[LHVWRDWWHQGVSHDNDQGYRWHLQVWHDGRIWKDWPHPEHU+RZHYHUJLYHQUHVWULFWHGDWWHQGDQFHDWWKH*HQHUDO Meeting this year you should appoint the "Chairman of the meeting" as your proxy to vote on your behalf. Unless you authorise your proxy to act in respect of your full voting entitlement (or if this proxy form has been issued in respect of DGHVLJQDWHGDFFRXQWIRUDVKDUHKROGHUWKHIXOOYRWLQJHQWLWOHPHQWIRUWKDWGHVLJQDWHGDFFRXQWSOHDVHVSHFLI\WKH number of shares in relation to which the proxy is authorised. A member may appoint more than one proxy in relation WRWKH*HQHUDO0HHWLQJSURYLGHGWKDWHDFKSUR[\LVDSSRLQWHGWRH[HUFLVHWKHULJKWVDWWDFKHGWRDGLNjHUHQWVKDUHRU VKDUHVKHOGE\WKDWPHPEHU\$SUR[\PD\GHPDQGRUMRLQLQGHPDQGLQJDSROO\$SUR[\QHHGQRWEHDPHPEHURIWKH 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.
• 1. Any alterations to the Form of Proxy should be initialled.
• 7REHYDOLGD)RUPRI3UR[\DQGWKHSRZHURIDWWRUQH\RURWKHUZULWWHQDXWKRULW\LIDQ\XQGHUZKLFKLWLVVLJQHGRUDQ RǎFHRUQRWDULDOO\FHUWLnjHGFRS\RUDFRS\FHUWLnjHGLQDFFRUGDQFHZLWKWKH3RZHUVRI\$WWRUQH\$FWRIVXFKSRZHU DQGZULWWHQDXWKRULW\PXVWEHGHOLYHUHGWR6/&5HJLVWUDUV(OGHU+RXVH6W*HRUJHV%XVLQHVV3DUN%URRNODQGV5RDG :H\EULGJH6XUUH.776RUHOHFWURQLFDOO\DWSXPDYFW#VOFUHJLVWUDUVFRPE\DPRQ\$XJXVW,QWKH FDVHRIDSROOWDNHQPRUHWKDQKRXUVH[FOXGLQJZHHNHQGVDQGSXEOLFKROLGD\VDIWHULWLVGHPDQGHGWKH document(s) must be delivered as aforesaid not less than 24 hours (excluding weekends and public holidays) before WKHWLPHDSSRLQWHGIRUWDNLQJWKHSROORUZKHUHWKHSROOLVWDNHQQRWPRUHWKDQKRXUVH[FOXGLQJZHHNHQGVDQG SXEOLFKROLGD\VDIWHULWZDVGHPDQGHGEHGHOLYHUHGDWWKHPHHWLQJDWZKLFKWKHGHPDQGLVPDGH
• 1. In order to revoke a proxy instruction a member will need to inform the Company using one of the following methods:
• Ũ E\VHQGLQJDVLJQHGKDUGFRS\QRWLFHFOHDUO\VWDWLQJWKHLQWHQWLRQWRUHYRNHWKHSUR[\DSSRLQWPHQWWR6/&5HJLVWUDUV (OGHU+RXVH6W*HRUJHV%XVLQHVV3DUN%URRNODQGV5RDG:H\EULGJH6XUUH.776,QWKHFDVHRIDPHPEHU ZKLFKLVDFRPSDQ\WKHUHYRFDWLRQQRWLFHPXVWEHH[HFXWHGXQGHULWVFRPPRQVHDORUVLJQHGRQLWVEHKDOIE\DQ RǎFHURIWKHFRPSDQ\RUDQDWWRUQH\IRUWKHFRPSDQ\$Q\SRZHURIDWWRUQH\RUDQ\RWKHUDXWKRULW\XQGHUZKLFKWKH UHYRFDWLRQQRWLFHLVVLJQHGRUDGXO\FHUWLnjHGFRS\RIVXFKSRZHURUDXWKRULW\PXVWEHLQFOXGHGZLWKWKHUHYRFDWLRQ notice.
• Ũ E\VHQGLQJDQHPDLOWRSXPDYFW#VOFUHJLVWUDUVFRP

,QHLWKHUFDVHWKHUHYRFDWLRQQRWLFHPXVWEHUHFHLYHGE\6/&5HJLVWUDUV(OGHU+RXVH6W*HRUJHV%XVLQHVV3DUN %URRNODQGV5RDG:H\EULGJH6XUUH.776EHIRUHWKH*HQHUDO0HHWLQJRUWKHKROGLQJRIDSROOVXEVHTXHQWO\ thereto. If a member attempts to revoke his or her proxy appointment but the revocation is received after the time VSHFLnjHGWKHQWKHSUR[\DSSRLQWPHQWZLOOUHPDLQYDOLG

• ,QWKHFDVHRIDFRUSRUDWLRQWKLVIRUPPXVWEHH[HFXWHGXQGHULWVFRPPRQVHDORUVLJQHGRQLWVEHKDOIE\LWVDWWRUQH\ RUDGXO\DXWKRULVHGRǎFHURIWKHFRUSRUDWLRQ
• ,QWKHFDVHRIMRLQWVKDUHKROGHUVDQ\RQHRIWKHPPD\VLJQ7KHYRWHRIWKHSHUVRQZKRVHQDPHVWDQGVnjUVWLQWKH register of members will be accepted to the exclusion of the votes of the other joint holders.
• 1. Whilst ordinarily the completion and return of this form will not preclude a member from attending the meeting and YRWLQJLQSHUVRQGXHWR&RYLGDWWHQGDQFHLVUHVWULFWHGDWWKH*HQHUDO0HHWLQJDQGQRDGGLWLRQDOVKDUHKROGHUVZLOO be able to attend in person.
• \$YRWHZLWKKHOGLVQRWDYRWHLQODZZKLFKPHDQVWKDWWKHYRWHZLOOQRWEHFRXQWHGLQWKHFDOFXODWLRQRIYRWHVIRURU DJDLQVWWKHUHVROXWLRQ,IQRYRWLQJLQGLFDWLRQLVJLYHQWKHSUR[\ZLOOYRWHRUDEVWDLQIURPYRWLQJDWKLVRUKHUGLVFUHWLRQ 7KHSUR[\ZLOOYRWHRUDEVWDLQIURPYRWLQJDVKHRUVKHWKLQNVnjWLQUHODWLRQWRDQ\RWKHUPDWWHUZKLFKLVSXWEHIRUHWKH General Meeting.

Notes

Cassini House, 57 St James's Street, London, SW1A 1LD

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info@pumainvestments.co.uk www.pumainvestments.co.uk

Puma Investments is a trading name of Puma Investment Management Limited which is authorised and õèêøïä÷èçåü÷ëèÏìñäñæìäïÌòñçøæ÷Êø÷ëòõì÷ü ÏÌÊ×øðåèõ%) )!)