TRIPLE POINT VCT 2011 PLC — AGM Information 2019

Oct 10, 2019

Company number: 07324448

THE COMPANIES ACT 2006

ORDINARY/SPECIAL RESOLUTIONS

of

TRIPLE POINT VCT 2011 PLC

Passed on 10 October 2019

At the general meeting of Triple Point VCT 2011 plc ("TP11"), duly convened and held at 1 King William Street, London EC4N 7AF, the following resolutions were duly passed by the Company as ordinary or special resolutions as indicated.

Defined terms used but not defined shall have the same meaning given to them in the circular published by the Company on 11 September 2019.

ORDINARY RESOLUTIONS

• $1₁$ THAT, the Directors be and hereby are authorised in accordance with Section 551 of the CA 2006 to exercise all of the powers of TP11 to allot Venture ordinary shares of 1 pence each in the capital of TP11 ("Venture Shares") up to an aggregate nominal value of £280,000 in connection with the Offer and other offers for subscription, representing approximately 118.2% of the issued share capital of TP11 as at 10 September 2019, 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 TP11's next annual general meeting or on the expiry of fifteen months following the passing of this Resolution 1, whichever is the later (unless previously renewed, varied or revoked by TP11 in general meeting).
• $2.$ THAT, the Offer Agreement, pursuant to which the Promoter Fee is payable to Triple Point, details of which are set out on page 6 of the circular issued to TP11's shareholders dated 11 September 2019 (the "Circular"), be approved.

SPECIAL RESOLUTIONS

• $3.$ 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 3 shall expire at the conclusion of TP11's next annual general meeting or on the expiry of fifteen months following the passing of this Resolution 3, whichever is the later (unless previously renewed, varied or revoked by TP11 in general meeting).
• $\overline{4}$ . THAT, TP11 be and is hereby authorised to make one or more market purchases (within the meaning of section 693(4) of the CA 2006) of A Shares, B Shares and Venture Shares provided that:

• $(i)$ the maximum aggregate number of A Shares authorised to be purchased is an amount equal to 10% of the issued A Shares immediately as at the date of this Resolution 4;

• $(ii)$ the maximum aggregate number of B Shares authorised to be purchased is an amount equal to 10% of the issued B Shares immediately as at the date of this Resolution 4:

• $(iii)$ the maximum aggregate number of Venture Shares authorised to be purchased is an amount equal to 10% of the issued Venture Shares immediately following the closing of the Offer;
• $(iv)$ the minimum price which may be paid for an A Share, a B Share and a Venture Share is their nominal value:
• $(V)$ the maximum price which may be paid for an A Share, a B Share and a Venture Share is an amount equal to the higher of (i) 105% of the average of the middle market quotation per Share taken from the London Stock Exchange daily official list for the five Business Days immediately preceding the day on which such A Share, B Share or Venture Share is to be purchased; and (ii) the amount stipulated by Article 5(6) of the Market Abuse Regulation;
• $(vi)$ unless renewed, the authority hereby conferred shall expire either at the conclusion of the annual general meeting of TP11 following the passing of this Resolution 4 or on the expiry of 15 months from the passing of this Resolution 4, whichever is the latest to occur, save that TP11 may, prior to such expiry, enter into a contract to purchase A Shares, B Shares or Venture Shares which will or may be completed or executed wholly or partly after such expiry.

tane Ohie

Director