TRIPLE POINT VCT 2011 PLC — AGM Information 2016

Jan 28, 2016

Company No. 07324448

Triple Point VCT 2011 plc

Passed on 28 January 2016

At the General Meeting of the above-named Company convened and held at 18 St. Swithin's Lane. London EC4N 8AD on 28 January 2016, the following resolutions were passed as ordinary and special resolutions of the Company:-

Ordinary Resolutions

• 1. That, the Directors be and hereby are authorised in accordance with Section 551 of the CA 2006 to exercise all of the powers of the Company to allot B ordinary shares of 1 pence each in the capital of the Company ("B" Shares") up to an aggregate nominal value of £189,000.17 in connection with the Offer, representing 62.4 per cent of the issued share capital of the Company as at 23 December 2015, being the latest practical date prior to publication of this document, provided that the authority conferred by this Resolution 1 shall expire at the conclusion of the Company's next annual general meeting or on the expiry of fifteen months following the passing of this Resolution, whichever is the later (unless previously renewed, varied or revoked by the Company in general meeting).
• 1. That, the IMA Deed of Variation, details of which are set out on pages 7 of the circular issued to the Company's shareholders dated 23 December 2015 (the "Circular"), be approved.
• 1. That, the proposed change in the Company's investment policy as set out in Part III of the Circular, be approved.

Special Resolutions

• That, the articles of association produced to the meeting, and for the purposes of identification 4. initialled by the Chairman, be adopted as the articles of association of the Company.
• 1. That, the Directors be and hereby are empowered pursuant to Section 570(1) of CA 2006 to allot or make offers or agreements to allot equity securities (which expression shall have the meaning ascribed to it in Section 560(1) of 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 such allotments, provided that the power provided by this Resolution 5 shall expire at the conclusion of the Company's next annual general meeting or on the expiry of fifteen months following the passing of this Resolution, whichever is the later (unless previously renewed, varied or revoked by the Company in general meeting).
• 1. That, the Company be and is hereby authorised to make one or more market purchases (within the meaning of section 693(4) of the CA 2006) of Ordinary Shares, A Shares and B Shares provided that:
• $(i)$ the maximum aggregate number of Ordinary Shares authorised to be purchased is an amount equal to 10% of the issued Ordinary Shares (equating to 2,034,986 Ordinary Shares) as at the date of this Resolution;
• the maximum aggregate number of A Shares authorised to be purchased is an amount $(ii)$ equal to 10% of the issued A Shares (equating to 995,113 A Shares) as at the date of this Resolution:
• $(iii)$ the maximum aggregate number of B Shares authorised to be purchased is an amount equal to 10% of the issued B Shares immediately following the closing of the Offer:

• $(iv)$ the minimum price which may be paid for an Ordinary Share, an A Share and a B Shares is their nominal value:

• the maximum price which may be paid for an Ordinary Share, an A Share and a B $(v)$ Shares is an amount, exclusive of expenses, equal to 105 per cent. of the average of the middle market prices shown in the quotations for a share in the Daily Official List of the London Stock Exchange for the five Business Days immediately preceding the day on which that Ordinary Share or A Share or B Share (as applicable) is purchased;

• unless renewed, the authority hereby conferred shall expire either at the conclusion of $(v)$ the annual general meeting of the Company following the passing of this Resolution or on the expiry of 15 months from the passing of this Resolution, whichever is the latest to occur, save that the Company may, prior to such expiry, enter into a contract to purchase Ordinary Shares, A Shares and B Shares which will or may be completed or executed wholly or partly after such expiry.