THAMES VENTURES VCT 2 PLC — Proxy Solicitation & Information Statement 2021

Aug 16, 2021

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to the action you should take, you are recommended to seek advice from your bank manager, stockbroker, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 ("FSMA").

If you have sold or transferred all of your DSO D Shares, DP67 Shares, Generalist Shares (as they are currently named) or Healthcare Shares in the capital of the Company then you should send this document immediately to the purchaser or transferee or the stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Application will be made to the FCA for all of the Ventures Shares, Healthcare Shares and AIM Shares to be issued by the Company pursuant to the Prospectus dated on or about the date of this document to be admitted to the premium segment of the Official List and to London Stock Exchange plc for their admission to trading on its main market for listed securities. Admission to trading is expected to take place on or before 12 April 2022.

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

Downing FOUR VCT plc

(Incorporated in England and Wales under the Companies Act 1985 with registered number 06789187)

Circular to Shareholders issued in connection with the proposed:

• Amendments to the Company's Articles of Association
• Authority to issue shares on a non-pre-emptive basis
• Fee arrangements with the Manager
• Cancellation of share premium account and capital redemption reserve
• Authority to make market purchases of AIM Shares

Notice of General Meeting

Your attention is drawn to the letter from the Chairman of the Company set out on pages 3 to 8 of this document which contains a unanimous recommendation to vote in favour of the resolutions to be proposed at the General Meeting to be held at St Magnus House, 3 Lower Thames Street, London EC3R 6HD at 3 p.m. on 21 September 2021 which are set out in Part IV of this Circular.

A Form of Proxy for use at the General Meeting is included at the end of this document. To be valid, the Form of Proxy must be completed and returned either by post or by hand so as to be received by Downing LLP, St Magnus House, 3 Lower Thames Street, London EC3R 6HD, or electronically at proxy@downing.co.uk, in each case not later than 48 hours (excluding weekends and public holidays) before the time of the General Meeting.

The completion and depositing of a Form of Proxy will not preclude you from attending and voting in person at the General Meeting should you wish to do so.

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Contents

Page

Part I: Definitions 1
Part II: Chairman's Letter 3
Part III: Additional Information 9
Part IV: Notice of General Meeting (including the Appendix) 11

Form of Proxy

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Part I: Definitions

2021/22 Offer
offer for subscription of Ventures Shares, New Healthcare Shares and New AIM Shares in respect of the 2021/22 tax year, being made on the terms set out in the Prospectus

2022/23 Offer
offer for subscription of Ventures Shares, New Healthcare Shares and New AIM Shares in respect of the 2022/23 tax year, being made on the terms set out in the Prospectus

the Act
Companies Act 2006 (as amended)

Adviser
authorised intermediary who signs the Application Form, and whose details are set out in the application form in relation to the Offers

AIM Shares
AIM Shares of 0.1p each in the capital of the Company (ISIN: GB00BMYXV611) to be issued pursuant to the Offers, subject to Shareholder approval

Articles
articles of association of the Company

Admission
admission of the Offer Shares to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities

Annual Running Costs
annual running costs incurred by the Company in the ordinary course of its business (including irrecoverable VAT but excluding any amount payable in respect of the performance incentive arrangements)

Appendix
Appendix to Resolution 4, set out on pages 15 to 17

Circular
this document

Closing Date
5 April 2022 for the 2021/22 Offer and 31 May 2022 for the 2022/23 Offer, unless previously extended by the Directors (but to no later than 31 July 2022)

Company
Downing FOUR VCT plc (registered number 06789187)

Daily Official List
a daily publication of official quotations for securities listed on the London Stock Exchange

Directors or Board
the directors of the Company

Downing
Downing LLP (registered number OC341575), as the investment manager to the Company and the promoter of the Offers which is authorised and regulated by the Financial Conduct Authority, with registration number 545025

DP67 Shares
DP67 shares of 0.1p each in the capital of the Company (ISIN: GB00BWX53D91)

DP67 Share Pool
assets and liabilities attributable to the DP67 Shares

DSO D Shares
DSO D shares of 0.1p each in the capital of the Company (ISIN: GB00B6QPQ463)

DSO D Share Pool
assets and liabilities attributable to the DSO D Shares

DTR
the Disclosure and Transparency Rules, being the rules published by the FCA from time to time and relating to the disclosure of information in respect of financial instruments

Existing Shareholders
holders of Existing Shares

Existing Shares
DSO D Shares and/or DP67 Shares and/or Generalist Shares and/or Healthcare Shares in issue as at the date of this Circular

FCA
Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of FSMA

Form of Proxy
form of proxy for use in connection with the General Meeting

FSMA
the Financial Services and Markets Act 2000 (as amended)

General Meeting
general meeting of the Company to be held on 21 September 2021

Investor(s)
an individual aged 18 or over who is resident in the United Kingdom who subscribes for Offer Shares under the terms of the Offers

Generalist Shareholders or Ventures Shareholders
holders of Generalist Shares

Generalist Shares or Ventures Shares
Generalist Shares of 0.1p each in the capital of the Company (ISIN: GB00BDHF5B49) (to be formally renamed "Ventures Shares" subject to Shareholder approval)

Healthcare Shareholders
holders of Healthcare Shares

Healthcare Shares
Healthcare Shares of 0.1p each in the capital of the Company (ISIN: GB00BDHF5D62)

Listing Rules
listing rules of the FCA

Management
individuals engaged in the business of the Company and/or Downing

Management Shares
those Ventures Shares and Healthcare Shares to be issued to members of the management team from time to time, pursuant to the performance incentive arrangements

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2

Merger
the transaction pursuant to section 110 of the Insolvency Act 1986 which took place on 20 July 2015 under which Downing FOUR acquired the assets and liabilities of three other VCTs

NAV or Net Asset Value
most recently published net asset value attributable to a Share of a particular class (as the context dictates) in the capital of the Company and calculated in accordance with the Company's normal accounting policies in force as at the date of calculation subject to adjustments deemed necessary by the Directors

Notice
the Notice of General Meeting set out in Part IV of this document

Offers
the 2021/22 Offer and the 2022/23 Offer on the terms set out in the Prospectus

Offer Shares
New Ventures Shares and/or New Healthcare Shares and/or New AIM Shares (as the context dictates) subscribed for under the Offers

Official List
official list of the FCA maintained in accordance with section 74(1) FSMA

Planned Exit Shares
DSO D Shares and/or DP67 Shares

Proposals
all of the proposals described in this document including the proposed resolutions relating to (i) the creation of AIM Shares in the Company, (ii) authority to allot Offer Shares, (iii) authority to issue Offer Shares on a non-pre-emptive basis, (iv) amendments to the Articles of Association, (v) authority to purchase AIM Shares and (vi) the cancellation of both the share premium account, to be created upon the issue of the Offer Shares, and the capital redemption reserve, and (vii) the approval of fee arrangements with the Downing, the Company's manager

Prospectus
the prospectus issued by the Company in respect of the Offers on or around the date of this Circular, in accordance with Section 84 of FSMA

Related Party Transactions
the proposed fee arrangements with the Manager in relation to the AIM Shares, being the amendments to the existing investment management and administration agreement with Downing and the Sponsor and Promotion Agreement

Resolutions
resolutions to be proposed at the General Meeting, as set out in the Notice holders of Shares

Shareholders
DSO D Shares and/or DP67 Shares and/or Generalist Shares and/or Healthcare Shares and/or AIM Shares as applicable

Shares
SPARK Advisory Partners Limited

Sponsor
the agreement dated on or around the date of the Prospectus between the Company (1), the Directors (2), the Sponsor (3) and Downing (4), a summary of which is set out in paragraph 7(a) of Part VI of the Prospectus

Sponsor and Promotion Agreement
company which is approved as a venture capital trust by Her Majesty's Revenue and Customs pursuant to section 274 Income Tax Act 2007

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Part II: Letter from the Chairman of the Company

Downing

Downing FOUR VCT plc
(Registered No. 06789187)

Directors
Sir Aubrey Brocklebank
Russell Catley
Lord Flight

Registered Office
Downing FOUR VCT plc
St Magnus House
3 Lower Thames Street
London EC3R 6HD

12 August 2021

Dear Shareholder,

Notice of General Meeting

Proposals to launch a new share class and an offer for subscription covering three share classes

1. Introduction

I am writing to inform you that the Board is proposing to raise further capital for the Company through a public offer for subscription covering the Company's two existing "evergreen" share classes (Generalist Shares and Healthcare Shares) and also in a new AIM Share class (the "Offers"). In addition, the Board is proposing to rename the existing Generalist Share class as the "Ventures Share class". For simplicity, the "Generalist Shares" will usually be referred to as "Ventures Shares" throughout this document.

The Company's Investment Manager, Downing LLP, reports a strong pipeline of VCT qualifying investment opportunities across a range of sectors including bioscience and healthcare and also in AIM quoted businesses. The Board is proposing to launch an offer for subscriptions across three shares classes, each with a differing focus, allowing investors to choose to invest in one of more of these share classes and take advantage of the new investment opportunities and, in the case of the Ventures and Healthcare share classes, an existing portfolio in which some investments are starting to mature.

The Ventures Share class offers investors the opportunity to participate in a portfolio comprising a broad range of predominantly unquoted, VCT qualifying businesses. The Healthcare Share class offers a focus on VCT qualifying companies in the biosciences and life sciences sectors. The new AIM Share class will build a portfolio focused on VCT qualifying companies that are quoted on AIM. The Offer for each share class will seek to raise up to £10 million (with an overallotment facility for up to an additional £15 million for each share class to be used at the discretion of the Board).

In order to proceed with the Offers, your approval as Shareholders is required to a number of resolutions to be proposed at an upcoming General Meeting, convened pursuant to the Notice contained in Part IV of this Circular.

Shareholder Approval

To enable the Offers to proceed, Shareholder approval is required to:

• create the AIM Shares;
• grant the Directors authority to allot those shares and disapply Shareholders' pre-emption rights;
• amend the Articles of Association of the Company to change the name of the Generalist Shares to Ventures Shares, include the rights attaching to the AIM Shares and permit the Company to hold electronic or hybrid general meetings in the future in response to the COVID-19 restrictions.
• approve the proposed fee arrangement with Downing with regard to the AIM Shares and the Offers.

The Board is further proposing to authorise the Company to buy back AIM Shares and sanction the cancellation of both the share premium account, arising on the issue of Ventures Shares, Healthcare Shares and AIM Shares pursuant to the Offers, and the capital redemption reserve, arising on the cancellation of the share capital of the planned exit share classes.

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The Resolutions, upon which Shareholders are asked to vote at the General Meeting, are summarised in section 7 and are set out in full in the Notice on pages 11 and 12.

Shareholder approval is required under the Act and the Articles to grant authority to allot new shares, to disapply preemption rights, to cancel amounts standing to the credit of each of the share premium account and capital redemption reserve, and to amend the Articles and to repurchase shares.

Shareholder approval is also required under the Listing Rules to approve the Related Party Transactions with Downing LLP. The Board, who have been advised by SPARK in its capacity as sponsor to the Company, consider the Related Party Transactions with Downing LLP to be fair and reasonable so far as the Shareholders of the Company are concerned.

The Offers

The Offers will not have any impact on the fee arrangements in respect of the Existing Shares. The Offers will not have any significant impact on the original strategy of returning funds to Shareholders of the Planned Exit Share classes (DSO D and DP67) because the existing investments and cash attributable to the Planned Exit Shares will be kept separate from the proceeds of the issue of the Ventures Shares, Healthcare Shares and AIM Shares and the investments and cash attributable to the Ventures Shares, Healthcare Shares and AIM Shares will continue to be administered as separate investment pools (the "Ventures Share Pool", the "Healthcare Share Pool" and the "AIM Share Pool"). The holders of AIM Shares have the right to participate (by way of dividends and return of capital on liquidation and otherwise) in those assets attributable to the AIM Share Pool but not in those assets attributable to any other share class.

In common with all other share classes, holders of AIM Shares will have one vote per member on a show of hands at a general meeting and, on a poll vote, will have voting rights which are broadly proportionate to the relative NAV of those share classes using the existing mechanism in the Articles of Association. The AIM Shares will initially have 1,146 votes per share on a poll. The Company's particular voting system was introduced following the Merger of four VCTs in 2015, when a number of new share classes were created, to ensure fairness amongst the disparate share classes, some of which had larger number of shares than others, notwithstanding their relatively lower NAVs (see the Appendix to Resolution 4 to be proposed at the General Meeting on pages 15 to 17).

The management arrangements for the AIM Shares will be implemented through an amendment to the existing investment management and administration agreement with Downing. The amendment will provide that the AIM Shares will be subject to an annual management fee of 1.75% of their NAV and subject to a costs cap of 3.0%, above which Downing will cover running costs attributable to the AIM Share Pool.

2. The history of the Company

The Company was incorporated on 12 January 2009 as Downing Protected Opportunities VCT 1 plc. It subsequently changed its name to Downing Structured Opportunities VCT 1 plc and then, on 20 July 2015, merged with three other VCTs and changed its name again to Downing FOUR VCT plc. The Company's original strategy was to operate planned exit shares classes which sought to build a portfolio of VCT qualifying investments and, after a target holding period, sought to realise those investments and return funds to shareholders.

The Company has completed the task of returning funds to shareholder across five separate share classes. Two share classes (DSO D and DP67) remain and are in the process of exiting from their remaining investments, although this has been slowed by the impact of the pandemic. These classes will be cancelled when this task is complete and all remaining value has been distributed to DSO D and DP67 Shareholders.

In 2016, the Company launched two new "evergreen" shares classes, the Ventures Shares (then called "Generalist Shares") and the Healthcare Shares. To date, a total of £44.6m has been raised in the Ventures Share class and £18.1m in the Healthcare Share class. The strategies for these share classes are well aligned with the current VCT regulations which focus on investing in young growth businesses, which can be high risk but also offer the possibility of high rewards.

As at 31 July 2021, the Company, across the Ventures Share, Healthcare Share, DSO D Share and DP67 Share pools held investments in 54 companies with a total unaudited value of £44.0 million.

3. New AIM Share Class

For over 12 years, Downing LLP has developed a team focused on investing in listed equities, which now has £350m of funds under management and comprises seven fund managers, of whom four focus on smaller companies. The team has been managing the VCT investments in Downing ONE VCT plc since 2010.

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The team has been monitoring the market for potential VCT qualifying companies, both in the secondary and primary markets, and has noted a steady flow of such businesses which potentially offer attractive investment opportunities. The Board is proposing to create a new AIM Share class, to be managed by this team, to take advantage of these opportunities.

4. Name change of Generalist Share class to Ventures Share class

With the launch of the AIM Share class, the Board recognises that the name of the Generalist Share class is now less appropriate in that it is expected that the AIM Share class will have no specific sector focus so will in effect also be a "generalist" class, albeit focused on AIM-quoted companies. The Generalist Share class is run by a team within Downing called "Downing Ventures", which is also the branding used for the Downing Ventures EIS Scheme, which often co-invests alongside the Generalist Share class. The Board has therefore concluded that it is now appropriate to rename the Generalist Share class as the Ventures Share class and is proposing to amend the Company's Articles of Association to implement this.

Should the proposals be approved, the Company will not issue new share certificates to Existing Shareholders. Original share certificates will remain valid.

5. Further details of the Offers

The Offers

The raising of further funds by way of the Offers is intended to create the following benefits for Existing Shareholders:

• allowing the Company to continue to invest in attractive new investment opportunities, further diversifying the existing portfolios of the Venture and Healthcare Share pools;
• spreading the fixed Annual Running Costs of the Company over a larger capital base; and
• providing Shareholders with the opportunity to invest further in the Company and benefit from 30% income tax relief and tax-free distributions.

The subscription list for the Offers will open on 12 August 2021. The Offers will close at 3.00 p.m. on the Closing Date.

The New Ventures Shares, New Healthcare Shares and New AIM Shares will be allotted and issued in respect of valid applications received by the Closing Date. In respect of the 2021/2022 Offers, the first allotments will take place at a date no later than 5 April 2022, although may take place on an earlier date which the Directors may decide. It is expected that Admission will become effective, and that dealings in the New Ventures Shares New Healthcare Shares and New AIM Shares will commence from 12 April 2022 or earlier.

Under the terms of the Sponsor and Promotion Agreement, the Company will pay Downing a fee of 4.5% of the monies subscribed under the Offers where intermediary commission is payable or 2.5% of the monies otherwise ("Promoter's fees"). Out of its Promoter's fees, Downing will be responsible for paying all the costs of the Offers.

The AIM Shares

The rights attaching to the AIM Shares are set out in the Articles of the Company as amended by a special resolution to be proposed at the General Meeting and are also summarised in the Appendix which also includes, by way of comparison and for information purposes, the key rights attaching to the existing share classes. The AIM Shares will be issued in registered form and will be capable of being held in both certificated and uncertificated form. No fractions of shares will be issued. Application will be made for the AIM Shares to be admitted to the premium segment of the Official List and to trading on London Stock Exchange plc's main market for listed securities when the Offers are made.

Subject to ensuring that funds raised by the issue of Ventures Shares and Healthcare Shares are invested in accordance with new restrictions in the VCT rules, the Offers should not prejudice the Company's ability to satisfy the conditions for approval as a VCT under section 274 of the Income Tax Act 2007 as several of the main tests do not need to be satisfied in relation to the proceeds of a new issue of shares until the start of the financial year which falls no later than the third anniversary of the date on which they are issued.

Share Buybacks

The Directors intend to support the secondary market in the AIM Shares by operating a share buyback policy, as is currently the case for the Ventures and Healthcare Shares, under which the Company will be able to buy AIM Shares that become available in the market, subject to liquidity, available reserves, the Listing Rules, VCT regulations and any other relevant regulations.

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In order to do so, the Company is seeking authority at the General Meeting to make market purchases of up to a maximum annual number of AIM Shares equivalent to 14.9% of the number of AIM Shares issued pursuant to the Offers, as set out in Resolution 5 of the Notice. The number of AIM Shares bought back in each year will be a maximum of 14.9% of the number of respective shares in issue and will be subject to VCT regulations and cash available in the relevant share pool. The maximum price which may be paid for an AIM Share is an amount, exclusive of all expenses, equal to 105% of the average middle market quotation of the AIM Shares, as derived from the Daily Official List, over each of the five business days immediately preceding the day on which the AIM Shares are contracted to be purchased. The minimum price is 0.1p, being the nominal value of an AIM Share. It is intended that any AIM Shares bought back by the Company will be cancelled. There are no warrants or options to subscribe for shares outstanding.

6. Risk Factors

Were Shareholders to vote against any of Resolutions 1, 2, 3, 4 and 7 to be proposed at the General Meeting, the Offers would not be able to proceed. However, this would not have a significant impact on the Company or the Existing Shares. As set out in the Prospectus, the Company has sufficient working capital for its present requirements and, if the relevant Resolutions were not passed to allow the Offers to proceed, the Company would continue to operate as usual with its present strategy.

However, if the Offers do not proceed and the Company was accordingly not able to raise additional funding, the Company might not be able to take advantage of attractive new investment opportunities sourced by Downing, to further strengthen and diversify its portfolio, or provide follow on funding to its existing portfolio companies if this were required, each of which might ultimately allow the Company to achieve a higher NAV across its various share classes. Accordingly, there may be an 'opportunity cost' if the Resolutions were to be voted against and the Offers were not to proceed.

If the Offers were to proceed, they would not have a significant impact on the Existing Shareholders in terms of costs or value dilution, because the offer costs of each applicant (not including trail commission) are borne by that applicant through the application of the Pricing Formula based on the prevailing NAV plus offer costs.

Were the Offers not to proceed, the Company might also bear the fixed costs of preparing and publishing this Circular and the Prospectus, estimated at £75,000, with no attendant benefits flowing from those costs, although, under the terms of the Sponsor and Promotion Agreement, Downing has agreed to bear the costs of the Offers so the Company would only have responsibility for these costs if Downing failed to meet these obligations.

7. General Meeting

The Resolutions are set out in full in the Notice on pages 11 to 12 and are summarised below:

Resolution 1 – To create the AIM Shares (ordinary resolution)

Pursuant to the Act, Resolution 1 will, if passed, create a new class of AIM Shares, having the rights and being subject to the restrictions set out in the Articles of the Company as amended pursuant to Resolution 4.

Resolution 2 – Authority for the Board to allot shares (ordinary resolution)

Pursuant to the Act, Resolutions 2 will, if passed, give the Board authority to allot shares up to an aggregate nominal amount of £108,549.16, representing, in aggregate, approximately 106.3% of the issued share capital of the Company as at the date of this Circular. This authority will expire on the later of 15 months after the date this resolution is passed and the end of the Company's annual general meeting held in 2022. The Directors intend to allot up to 36,656,891 Ventures Shares (plus up to 9,864,923 Ventures Management Shares), up to 29,904,306 Healthcare Shares (plus up to 7,756,578 Healthcare Management Shares) and up to 24,366,472 AIM Shares in the Company under or in connection with the Offers pursuant to this authority.

Resolution 3 – Disapply statutory pre-emption rights (special resolution)

Pursuant to the Act, Resolution 3 will, if passed, disapply the statutory pre-emption rights contained in section 561 of the Act to enable the Directors to allot equity securities for cash up to an aggregate nominal amount of £108,549.16 representing 106.3% of the current issued share capital. This authority will expire on the later of 15 months after the date this resolution is passed and the end of the Company's next annual general meeting.

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Resolution 4 – Amend the Articles of Association of the Company (special resolution)

Pursuant to the Act, Resolution 4 will, if passed, alter the current Articles of the Company, inter alia, to incorporate the rights attaching to the AIM Shares, rename the Generalist Shares as Ventures Shares, remove references to share classes that no longer exist and give flexibility to allow the Company to hold general meetings in future as virtual or hybrid meetings if the Directors consider it appropriate. A copy of the proposed altered Articles will be available for inspection from the date of the Circular and up to the end of the General Meeting and for at least 15 minutes prior to and during the General Meeting at the place of the General Meeting, St Magnus House, 3 Lower Thames Street London EC3R 6HD.

Resolution 5 – Authority for the Board to make market purchases (special resolution)

Pursuant to the Act, Resolution 5 will, if passed, authorise the Board to make one or more market purchases of AIM Shares. Further details of the Company's share buyback policies, the number of AIM Shares that may be purchased and the amount that they may be purchased for are set out in paragraph 5 on the previous page. The authority will expire on the later of 15 months after the date this resolution is passed and the end of the Company's next annual general meeting. It is intended that any AIM Shares purchased pursuant to this authority will be cancelled.

Resolution 6 – Cancellation of share premium account and capital redemption reserve (special resolution)

Pursuant to the Act, Resolution 6 will, if passed and subject to the sanction of the High Court, cancel the amount standing to the credit of the share premium and the capital redemption reserve of the Company, as at the date an order is made confirming such cancellation by the High Court. The Act places restrictions on the payment of dividends by public limited companies. In particular, a company can pay dividends only to the extent that accumulated realised profits exceed realised and unrealised losses. An additional new reserve created by the cancellation of the share premium account and capital redemption reserve would be used to offset the effects of any future unrealised losses and, therefore, enhance the ability of the Company to pay future dividends. The opportunity to cancel the share premium account and capital redemption reserve at this stage is being taken in order to save the costs of convening a further general meeting following the closing of the Offers. In addition, the reserve created by the cancellation may also be used, by the Company, to a limited extent, to purchase Shares in the market.

Resolution 7 – Approval of investment manager's fee arrangements with Downing (ordinary resolution)

Resolution 7, if passed, will approve the entry by the Company into the arrangements with Downing for the Promoter's fee and the investment management and administration fees in respect of the AIM Share pool, as described in Part I of this Circular.

Each of Resolutions 1, 2, 3, 4, and 7 are inter-conditional and the Offers going ahead are therefore conditional on each of these Resolutions being approved by Shareholders. The Offers are not conditional on Resolutions 5 or 6 being approved by the Shareholders nor are these conditional on any other Resolution being passed.

The General Meeting has been convened for 3 p.m. on 21 September 2021 St Magnus House, 3 Lower Thames Street, London EC3R 6HD. At the General Meeting, Resolutions 1,2 and 7 will be proposed as ordinary resolutions, requiring the approval of more than 50% of the votes cast. Resolutions 3,4,5 and 6 will be proposed as special resolutions, requiring the approval of not less than 75% of the votes cast.

1. Action to be taken

Shareholders will find a Form of Proxy for the Company enclosed with this document for use at the General Meeting. Shareholders are asked to complete and return it, by post or hand, to Downing LLP, St Magnus House, 3 Lower Thames Street, London EC3R 6HD so as to be received as soon as possible, or electronically at proxy@downing.co.uk, in each case to arrive not later than 48 hours before the time of the meeting. Completion and return of the Form of Proxy will not affect a Shareholder's right to attend and vote at the General Meeting should he or she wish to do so.

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8

1. Recommendation

The Board considers that the Proposals relating to the Company are in the best interests of the Company and its Shareholders as a whole and the Board unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting, as the Directors intend to do in respect of their own beneficial holdings. These holdings amount to the following: -

Director

Number of Shares	Ventures Shares	Healthcare Shares	DSO D Shares	DP67 Shares
Lord Flight	-	-	20,800	-
Aubrey Brocklebank	32,679	5,000	-	-
Russell Catley	-	-	-	-
	Ventures	Healthcare	DSO D	DP67
Percentage of Issued Share Capital	Shares	Shares	Shares	Shares
Lord Flight	-	-	0.30%	-
Aubrey Brocklebank	0.06%	0.02%	-	-
Russell Catley	-	-	-	-

Yours faithfully

Sir Aubrey Brocklebank
Chairman
Downing FOUR VCT plc

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Part III: Additional Information

1. Material Contracts

The following are 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 immediately preceding publication of this document and which are or may be material to the Company which contains any provision under which the Company has any obligation or entitlement which is material to the Company as at the date of this document:

(a) Under the Sponsor and Promotion Agreement dated 12 August 2021 between the Company (1), the Directors (2), the Sponsor (3) and Downing (4), the Sponsor has agreed to act as sponsor to the Offer and Downing has undertaken as agent of the Company to use its reasonable endeavours to procure subscribers under the Offer for up to 46,521,814 Ventures Shares, 37,660,884 Healthcare Shares and 24,366,472 AIM Shares for the Company. Neither the Sponsor nor Downing is obliged to subscribe for Offer Shares.

Under the Sponsor and Promotion Agreement, subject to Shareholder approval, the Company will pay Downing a fee of 4.5% of the monies subscribed under the Offers where Adviser commission is payable or 2.5% of the monies subscribed under the Offers where no Adviser commission is payable (either because the investment is made direct and not through an Intermediary or because an Adviser Charge has been agreed). The Company shall also be responsible for paying 0.25% per annum of the Net Asset Value of the Offer Shares to Downing for a maximum of five years, from which Downing will pay annual trail commission to those intermediaries entitled to receive it. If the total sum due to intermediaries is less than the amount paid to Downing, Downing will reimburse the Company for the difference. Intermediaries will be paid commission, where permissible, by Downing, in respect of all applications accepted which bear their stamp. Downing will also pay all other costs and expenses of, or incidental to, the Offers and the application for Admission of the Shares to the Official List.

Under the Sponsor and Promotion Agreement, which may be terminated by the Sponsor and Downing in certain circumstances, certain warranties have been given by the Company and the Directors to the Sponsor and Downing. The Company has also agreed to indemnify the Sponsor and Downing in respect of their role as Sponsor and Promoter under the Sponsor and Promotion Agreement. The warranties and indemnity are in usual form for a contract of this type. The Sponsor and Promotion Agreement may be terminated by the Sponsor if any statement in the Prospectus is untrue, any material omission from the Prospectus arises or any breach of warranty occurs.

(b) An investment management and administration agreement dated 27 January 2009 (as amended from time to time and, most recently, on 12 August 2021 to take account of the proposed issue of AIM Shares, conditional on Shareholder approval) between the Company (1) and Downing (2) pursuant to which Downing has been appointed as the investment manager to the Company.

The appointment may be terminated by either side giving not less than 12 months' notice in writing. Downing receives an annual fee and pays the Company's running costs above a running cost-cap calculated in relation to the Company's NAV in its various share classes, each as set out in the following table:

Share Class	Investment Management Fee	Running Cost Cap
DSO D Shares	1.5%	3.0%
DP67 Shares	1.35%	2.9%
Ventures Shares	2.0%	3.0%
Healthcare Shares	2.5%	3.5%
AIM Shares	1.75%	3.0%

In respect of administration fees, Downing is paid a formula-based fee comprising three elements: (i) a basic fee of £40,000; (ii) a fee of 0.1% of NAV per annum on funds in excess of £10 million; (iii) £5,000 per additional share pool.

(c) A letter of engagement between the Company and SPARK Advisory Partners Limited ("SPARK") pursuant to which SPARK were appointed as sponsor to the Company in connection with the Merger. The Company agreed to indemnify SPARK for any loss suffered in respect of its role as sponsor to the Merger (save for when such loss has arisen out of SPARK's breach, wilful default, misconduct or gross negligence). The Company's liability under this indemnity is unlimited.

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10

1. General

(a) The Company was incorporated in England and Wales under the Companies Act 1985 as a public company with limited liability on 12 January 2009 and with registered number 06789187. The principal legislation under which the Company operates is the Act. The registered office and principal place of business of the Company is St Magnus House, 3 Lower Thames Street, London EC3R 6HD.

(b) 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 is required to notify such interest in accordance with the DTR.

(c) Since 31 March 2021, being the balance sheet date of the last published audited financial statements of the Company, there has been no significant change in the financial or trading position of the Company.

1. Documents available for Inspection

Copies of the following documents will be available for inspection during normal business hours on any weekday (public holidays excepted) from the date of this document until the conclusion of the General Meeting and for at least 15 minutes prior to and during the General Meeting at the place of the General Meeting, St Magnus House 3 Lower Thames Street, London EC3R 6HD:

(a) the current Articles of the Company;
(b) the proposed altered Articles of the Company; and
(c) the material contracts referred to in paragraph 1 of this Part III.

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Part IV: Notice of General Meeting

Downing FOUR VCT plc
(Registered No. 06789187)

Notice of General Meeting

Notice is hereby given that a General Meeting of Downing FOUR VCT plc will be held at 3 p.m. on 21 September 2021 at St Magnus House, 3 Lower Thames Street, London EC3R 6HD for the purpose of considering and, if thought fit, passing resolutions 1, 2, and 7 below as ordinary resolutions and resolutions 3, 4, 5 and 6 below as special resolutions of the Company. Capitalised terms not otherwise defined in this notice shall bear the same meanings given in the circular to shareholders dated 12 August 2021 (the "Circular"). Each of Resolutions 1, 2, 3, 4, and 7 are inter-conditional and if any is not passed by Shareholders, none will be effective. Resolutions 5 or 6 are standalone and not conditional on any other Resolution being passed.

Ordinary Resolutions

1. THAT, a class of AIM Shares of 0.1p each in the capital of the Company ("AIM Shares") shall be and are hereby created, having attached thereto the rights and being subject to the restrictions set out in the New Articles of the Company as altered by resolution 4;
2. THAT, in addition to any existing authority (to the extent unused), the Directors be and are hereby 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 or to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £108,549.16, being up to 36,656,891 Ventures Shares (plus Ventures Management Shares of up to 9,864,923), up to 29,904,306 Healthcare Shares (plus Healthcare Management Shares of up to 7,756,578) and up to 24,366,472 AIM Shares, during the period commencing on the passing of this resolution and expiring at the conclusion of the Company's next annual general meeting, or on the expiry of 15 months following the passing of the resolution, whichever is the later (unless previously revoked, varied or extended by the Company in a general meeting), but so that this authority shall allow the Company to make before the expiry of this authority offers or agreements which would or might require shares to be allotted or rights to be granted to subscribe for or to convert any security into shares in the Company after such expiry and all previous authorities given by the Directors in accordance with section 551 of the Act be and are hereby revoked, provided that such revocation shall not have retrospective effect;

Special Resolutions

1. THAT, in addition to any existing authority (to the extent unused), the Directors be and are hereby empowered, during the period commencing on the passing of this resolution and expiring at the conclusion of the Company's next annual general meeting, or on the expiry of 15 months following the passing of this resolution, whichever is the later (unless previously revoked, varied or extended by the Company in a general meeting), pursuant to section 570 of the Act, to allot equity securities (as defined in Section 560(1) of the Act) for cash pursuant to the authority given in accordance with Section 551 of the Act, pursuant to Resolution 2 above, as if section 561(1) of the Act did not apply to any such allotment but so that this authority shall allow the Company to make offers or agreements before the expiry and the Directors may allot equity securities in pursuance of such offers or agreements as if the powers conferred hereby had not so expired;
2. THAT, in order to, inter alia, (i) reflect the creation of the AIM Shares and the rights and restrictions to be attached thereto (ii) remove outdated references to share classes which are no longer in issue (iii) rename the Generalist Shares class "Ventures Shares" and (iv) make necessary amendments to allow the Company to hold virtual and/or hybrid shareholder meetings, the articles of association produced to the meeting and signed by the Chairman for the purposes of identification (the "New Articles") be adopted in substitution for the Company's existing Articles of Association. An overview of the share rights and restrictions to be attached to the share classes of the Company including those in relation to the new share class, the AIM Shares, is set out in the Appendix to this Notice of General Meeting;

11

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5 THAT, the Company be generally and unconditionally authorised to make one or more market purchases (within the meaning of section 693(4) of the Act) of AIM Shares provided that:

(i) the maximum aggregate number of AIM Shares authorised to be purchased is 3,630,604 or, if less, 14.9% of the AIM Shares issued pursuant to the Offers;

(ii) the maximum price which may be paid for an AIM Share is an amount equal to the maximum mount permitted to be paid in accordance with the rules of the FCA in force as at the date of purchase;

(iii) the minimum price which may be paid for an AIM Share is its respective nominal value;

(iv) this authority shall take immediate effect;

(v) the Company may make a contract or contracts to purchase AIM Shares under this authority before the expiry of the authority which will or may be executed wholly or partly after the expiry of the authority, and may make a purchase of Ventures Shares and/or Healthcare Shares in pursuance of any such contract or contracts;

and this power, unless previously varied, revoked or renewed, shall come to an end at the conclusion of the Company's next annual general meeting following the passing of the resolution or, if later, on the expiry of 15 months from the passing of the resolution; and

6 THAT, subject to the sanction of the High Court, the amounts standing to the credit of each of the share premium account and capital redemption reserve of the Company, as at the date an order is made confirming such cancellation by the High Court be cancelled.

Ordinary Resolution

7 THAT, the fee arrangements with Downing LLP in respect of the Offers and in respect of the AIM Share pool as described in the Circular, be approved.

By order of the Board

Grant Whitehouse
Company Secretary
Downing FOUR VCT plc
12 August 2021

Registered Office: St Magnus House, 3 Lower Thames Street, London EC3R 6HD

Information regarding the General Meeting, including the information required by section 311A of the Act, is available from www.downing.co.uk.

12

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13

Notes

(a) Any member of the Company entitled to attend and vote at the General Meeting is also entitled to appoint one or more proxies to attend, speak and vote instead of that member. A member may appoint more 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 (h) 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, a Form of Proxy 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 Downing LLP, St Magnus House, 3 Lower Thames Street, London EC3R 6HD or electronically at proxy@downing.co.uk, in each case 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 using one of the following methods:

• by sending a signed hard copy notice clearly stating the intention to revoke the proxy appointment to Downing LLP, St Magnus House, 3 Lower Thames Street, London EC3R 6HD. 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.
• by sending an e-mail to proxy@downing.co.uk.

In either case, the revocation notice must be received by Downing LLP 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) Copies of the Directors' letters of appointment, the register of directors' interests in the shares of the Company, a copy of the altered 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, Sunday and Public Holidays excluded) from the date of this notice, until the end of the General Meeting for at least 15 minutes prior to and during the meeting.

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(f) 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 3 p.m. on 17 September 2021, 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 3 p.m. on 21 September 2021 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.

(g) As at 9.00 a.m. on 12 August 2021, the Company's issued share capital comprised 7,867,247 DSO D Shares, 11,192,136 DP67 Shares, 47,668,366 Generalist Shares and 19,543,897 Healthcare Shares excluding Management Shares. The total number of voting rights in the Company as at 9.00 a.m. on 12 August 2021 is 69,414,353,026. Information on the number of shares and voting rights will be available at www.downing.co.uk/d4.

(h) 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.

(i) 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.

(j) 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.

(k) Except as provided above, members who have general queries about the General Meeting should write to the Chairman at the registered office set out above.

(l) 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 Form of Proxy), to communicate with the Company for any purposes other than those expressly stated.

14

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Notice of General Meeting (continued)

Appendix to Resolution 4

The rights and restrictions attaching to the DSO D Shares, DP67 Shares, Ventures Shares, Healthcare Shares and the proposed new class of AIM Shares (as defined below) are as follows:

1. Definitions

AIM Shareholder	a holder of AIM Shares
AIM Shares	AIM Shares of 0.1p each in the capital of the Company (ISIN: GB00BMYXV611)
Articles	articles of association of the Company
Company	Downing FOUR VCT plc
Directors or Board	the board of directors of the Company
Downing	Downing LLP
DP67 Shares	DP67 shares of 0.1p each in the capital of the Company (ISIN: GB00BWX53D91)
DP67 Shareholder	A holder of DP67 Shares
DSO D Shares	DSO D shares of 0.1p each in the capital of the Company (ISIN: GB00B6QPQ463)
DSO D Share Shareholders	A holder of DSO D Shares
General Meeting	the general meeting of the Company to be held at St Magnus House, 3 Lower Thames Street EC3R 6HD at 3 p.m. on 21 September 2021
Generalist Shareholder or Ventures Shareholder	holders of Generalist Shares in the capital of the Company
Generalist Shares or Ventures Shares	Generalist Shares of 0.1p each in the capital of the Company (to be renamed "Ventures Shares" subject to Shareholder approval at the General Meeting) (ISIN: GB00BDHF5B49)
Healthcare Shareholder	holders of Healthcare Shares in the capital of the Company
Healthcare Shares	Healthcare Shares of 0.1p each in the capital of the Company (ISIN: GB00BDHF5D62)
New Articles	the articles of association of the Company proposed to be adopted at the General Meeting
Shareholder	a holder of Shares
Share(s)	DSO D Shares and/or DP67 Shares and/or Ventures Shares and/or Healthcare Shares and/or AIM Shares as applicable

15

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16

2. Voting Rights

(i) The holders of:

(a) Each holder of Shares is entitled to vote at general meetings and shall have one vote per Shareholder on a show of hands. In the event that a poll vote is held, each class of Share in the Company is entitled to a base number of votes per Share based on the relative net asset values of each class at the date of adoption of the New Articles as set out in the table below.

Class of Share	Number of votes per share (“Base Votes”)	Original net asset value per share at the date of the Merger or launch (“Base Value”)	Current Net Asset Value (unaudited 31 July 2021 or initial)
DSO D Share	925	80.7p	10.0p
DP67 Share	750	63.8p	19.5p
Ventures Share	1,146	100.0p	66.5p
Healthcare Share	1,146	100.0p	81.5p
AIM Shares	1,146	100.0p	100.0p

If the NAV of any share class, as announced prior to a general meeting of the Company and adjusted for dividends declared or paid, has changed by a significant amount (a 25% step or more), the voting rights of that class shall be increased or decreased in accordance with the table below:

Net Asset Value expressed as a % of the Base Value of a Class of Shares	Adjusted Base Votes per Share
Up to 25%	0.25 x Base Votes
Over 25% and less than 50%	0.50 x Base Votes
Over 50% and less than 75%	0.75 x Base Votes
Over 75% and less than 125%	Base Votes
Over 125% and less than 150%	1.25 x Base Votes

(ii) If two or more persons are jointly entitled to shares for the time being conferring a right to vote, any one of such persons may vote at any meeting, either personally or by proxy, in respect thereof as if he were solely entitled thereto, and if more than one of such joint holders be present at any meeting, either personally or by proxy, the member whose name stands first on the register of members of the Company as one of the holders of such shares, and no other, shall be entitled to vote in respect of the same.

3. Rights to be paid dividends

The holders of the DSO D Shares, DP67 Shares, Ventures Shares, Healthcare Shares and AIM Shares shall, subject to the provisions of the Articles, have the following rights to be paid dividends:

(i) The Rights of the DSO D Shares are as follows:

As regards distributions, DSO D Shareholders shall be entitled to receive in that capacity such dividends as the Directors may resolve to pay out of the assets attributable to DSO D Shares and from income received and accrued which is attributable to the DSO D Shares, pro-rata to their respective holdings of DSO D Shares.

(ii) The Rights of the DP67 Shares are as follows:

As regards distributions, DP67 Shareholders shall be entitled to receive in that capacity such dividends as the Directors may resolve to pay out of the assets attributable to the DP67 Shares, pro rata to their respective holdings of DP67 Shares.

(iii) The Rights of the Ventures Shares are as follows:

As regards distributions, Ventures Shareholders shall be entitled to receive in that capacity such dividends as the Directors may resolve to pay out of the assets attributable to the Ventures Shares, pro-rata to their respective holdings of Ventures Shares.

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(iv) The Rights of the Healthcare Shares are as follows:

As regards distributions, Healthcare Shareholders shall be entitled to receive in that capacity such dividends as the Directors may resolve to pay out of the assets attributable to the Healthcare Shares, pro-rata to their respective holdings of Healthcare Shares.

(v) The Rights of the AIM Shares are as follows:

As regards distributions, AIM Shareholders shall be entitled to receive in that capacity such dividends as the Directors may resolve to pay out of the assets attributable to the AIM Shares, pro-rata to their respective holdings of AIM Shares.

4. Distribution of Assets on a Winding-Up

(i) The capital and assets of the Company shall on a winding-up or on a return of capital be distributed between share classes on the same basis as set out in 3 above.

(ii) The liquidator on any winding-up of the Company (whether voluntary or under supervision or compulsory) may with the authority of a resolution of members, divide among the members in kind the whole or any part of the assets of the Company and whether or not the assets shall consist of property of one kind, or shall consist of properties of different kinds, and for such purpose may set such value as he deems fair upon any one or more class or classes of property, and may determine how such division shall be carried out as between members or classes of members but so that if any such division shall be otherwise than in accordance with the existing rights of the members, every member shall have the same right of dissent and other ancillary rights as if such resolution were a special resolution passed in accordance with section 110 of the Insolvency Act 1986.

5. Reserves

The reserves of the Company, from whatever source and howsoever arising (including for the avoidance of doubt from any special reserve created upon the cancellation of any part of the Company's share premium account and/or capital redemption reserve), shall be available for the benefit of all share classes of the Company to facilitate the payment of dividends, distributions or the making of share purchases, and notwithstanding any other provision of these Articles in relation to the keeping of separate accounts or otherwise, and shall be accounted for on a Company-wide basis.

17

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Form of Proxy for General Meeting Downing FOUR VCT plc

I/We ...

of (address) ...

being the holder(s) of DSO D shares of 0.1p and/or DP67 Shares of 0.1p each and/or Generalist Shares of 0.1p each and/or Healthcare Shares of 0.1 p each in the capital of the above-named Company hereby appoint the Chairman of the meeting, or

...

of (address) ...

as my/our proxy to vote on a poll in my/our name and on my/our behalf at the General Meeting of the Company to be held at St Magnus House, 3 Lower Thames Street, London EC3R 6HD on 21 September 2021 at 3 p.m. and at any adjournment thereof (see note 1).

Please indicate with an 'X' in the boxes below how you wish your vote to be cast. Should this Form of Proxy be returned duly signed but without a specific direction, the proxy may vote or abstain as he/she thinks fit. On any other business at the General Meeting (including any motion to amend any resolution or adjourn the meeting) the proxy will vote or abstain from voting at his or her discretion.

The proxy is directed to vote on the resolutions set out in the notice convening the General Meeting, resolutions 1, 2 and 7 of which are proposed as ordinary resolutions and resolutions 3, 4, 5 and 6 as special resolutions, as follows:

Ordinary Resolutions		For	Against	Withheld
1	To create AIM Shares.	☐	☐	☐
2	To authorise the Directors to allot shares under section 551 of the Companies Act 2006.	☐	☐	☐
Special Resolutions		☐	☐	☐
3	To authorise the Directors pursuant to section 570 of the Companies Act 2006 to allot equity securities on a non-pre-emptive basis for cash.	☐	☐	☐
4	To amend the articles of association of the Company.	☐	☐	☐
5	To authorise the Company to make market purchases of AIM Shares.	☐	☐	☐
6	To cancel the share premium account and capital redemption reserve.	☐	☐	☐
Ordinary Resolution		☐	☐	☐
7	To approve the fee arrangements with Downing.	☐	☐	☐

Signed ... Dated ...

Please return in the prepaid envelope provided to Downing LLP St Magnus House, 3 Lower Thames Street, London EC3R 6HD or by email to proxy@downing.co.uk

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NOTES AND INSTRUCTIONS

1. The Notice of the Meeting is set out on pages 11 to 17 of the circular.

2. Any member of the Company entitled to attend and vote at the 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 Meeting in order to represent his appointor. A member entitled to attend and vote at the 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.

3. Delete “the Chairman of the meeting” if it is desired to appoint any other person and insert his or her name and address. If no name is inserted, the proxy will be deemed to have been given in favour of the Chairman of the meeting. If this Form of Proxy is returned without stating how the proxy shall vote on any particular matter the proxy will exercise his discretion as to whether, and if so how, he votes.

4. Any alterations to the Form of Proxy should be initialled.

5. To be valid, this Form of Proxy 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 Downing LLP, St Magnus House, 3 Lower Thames Street, London EC3R 6HD or by email to proxy@downing.co.uk not less than 48 hours (excluding weekends and public holidays) before the time appointed for holding the Meeting or adjourned meeting at which the person named in this 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.

6. In the case of a corporation, this form must be under its common seal or under the hand of some officer or attorney duly authorised in that behalf.

7. In the case of joint holders, the vote of the senior holder tendering a vote will be accepted to the exclusion of the votes of the other joint holders. Seniority depends on the order in which the names stand in the register of members.

8. The completion and return of this Form of Proxy will not preclude you from attending and voting at the General Meeting should you subsequently decide to do so. If a member appoints a proxy and that member attends the General Meeting in person, the proxy appointment will automatically be terminated.

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.

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