TRIPLE POINT VCT 2011 PLC — AGM Information 2020

Sep 14, 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 Triple Point VCT 2011 plc ("TP11"), please send this document and accompanying documents, as soon as possible, to the purchaser or transferee or to the stockbroker, authorised financial adviser or other person through whom the sale or transfer was effected for delivery to the purchaser or transferee.

An application has been made to the FCA for the Venture Shares to be issued under the Offer to be listed on the premium segment of the Official List and will be made to the London Stock Exchange for those Venture Shares to be admitted to trading on its main market for listed securities.

Triple Point VCT 2011 plc

(Registered in England and Wales with registered number 07324448)

General Meeting in connection with recommended proposals to:

• authorise the issue of Venture Shares whilst disapplying pre-emption rights
• approve an offer agreement
• authorise the purchase of Shares
• approve the cancellation of the Company's share premium account relating to the B Shares

Your attention is drawn to the letter from the Chairman of TP11 set out in Part II of this document which contains a recommendation to vote in favour of the Resolutions. Your attention is also drawn to the risk factors set out in Part I of this document.

You will find set out at the end of this document a notice of the General Meeting, to be held at 11.00 am on 19 October 2020 at 1 King William Street, London EC4N 7AF to approve the Resolutions. As a result of 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 in person and to minimise this impact the Board actively encourages Shareholders to vote by proxy to indicate how they would wish to vote at the General Meeting. Please see note (a) to the General Meeting on page 17.

To be valid, the forms of proxy enclosed with this document for the General Meeting should be returned not less than 48 hours before the General Meeting (excluding weekends and public holidays), either by post or by hand (during normal business hours only) to TP11's Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY.

CONTENTS

DIRECTORS, MANAGER AND ADVISERS 3
PART I	RISK FACTORS	4
PART II	LETTER FROM THE CHAIRMAN	5
PART III	ADDITIONAL INFORMATION	9
PART IV	DEFINITIONS	14
NOTICE OF THE GENERAL MEETING 16

DIRECTORS, MANAGER AND ADVISERS

Directors (all non-executive)	Jane Owen (Chairman) James Chadwick Murrin Timothy Clarke
all of: Registered Office	1 King William Street London EC4N 7AF
Company Secretary	Hanway Advisory Limited 1 King William Street London EC4N 7AF
Investment Manager and Administrator	Triple Point Investment Management LLP 1 King William Street London EC4N 7AF
Sponsor	Howard Kennedy Corporate Services LLP No. 1 London Bridge London SE1 9BG
Solicitors	Howard Kennedy LLP No. 1 London Bridge London SE1 9BG
VCT Tax Adviser	Philip Hare & Associates LLP Hamilton House 1 Temple Avenue London EC4Y 0AH
Auditor	BDO LLP 150 Aldersgate Street London EC1A 4AB
Registrar	Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS13 8AE
Receiving Agent	Triple Point Administration LLP 1 King William Street London EC4N 7AF

PART I - RISK FACTORS

Shareholders and prospective 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, they could have a material effect on TP11's business, financial condition or results of operations. The risks described below are not the only ones TP11, the Board or Shareholders will face. Additional risks not currently known to TP11 or the Board, or that TP11 or the Board currently believe are not material, may also adversely affect TP11's business, financial condition or results of operations. Shareholders should 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.

Completion of the Offer is dependent 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 satisfied and if these Resolutions are not passed the Offer will be withdrawn and the Company will be responsible for the costs of the proposals relating to the Offer.

As envisaged by the investment policy of the Company, it is intended that risk will be spread by investing in a number of different businesses within different industry sectors. The maximum amount currently permitted to be invested in any one company is limited to 15% of the value of the Company's portfolio in accordance with the VCT legislation, at the time of investment. If the Offer does not proceed and the Company is not able to raise further funds, this may prevent the Company from creating a more diversified portfolio of investments and inhibit the Company from taking advantage of attractive investment opportunities it believes will become available as the UK economy emerges from the current pandemic.

PART Il — LETTER FROM THE CHAIRMAN

Triple Point VCT 2011 plc

(Registered in England and Wales with registered number 07324448)

Directors: Jane Owen (Chairman) Chad Murrin Tim Clarke

Registered Office: 1 King William Street London EC4N 7AF

14 September 2020

Dear Shareholder,

Recommended proposals to authorise the issue of the Venture Shares whilst disapplying preemption rights, to approve an offer agreement, to authorise the purchase of Shares and to cancel the Company's share premium account relating to the B Shares

Introduction

I am pleased to announce the unanimous recommendation of the Directors that TP11 seeks to raise up to a further £10 million, before expenses, by way of an offer for subscription for Venture Shares. If the Offer is over-subscribed, the Offer may be increased at the discretion of the Directors by up to a further £10 million. This follows the offers for subscription for Venture Shares that were launched by the Company in September 2018 and September 2019 and which raised nearly £6.6 million and £5.8 million respectively.

The Offer will give investors the opportunity to subscribe for Venture Shares into the Venture Share Fund, giving exposure to a portfolio of early stage companies with the potential for significant long term tax free capital growth and long term tax free income. Triple Point has been investing in and supporting early stage businesses for close to 17 years. The Venture Share Fund builds on Triple Point's long track record with a distinctive approach to early stage investing.

This document explains the proposal to grant an authority to issue the Venture Shares whilst disapplying pre-emption rights, which is being proposed to facilitate the Offer, and proposed authorities for TP11 to purchase its Shares and for the share premium account on its B Shares to be cancelled, which are each required to be approved by Shareholders under the CA 2006. This document also explains the fee payable to Triple Point, TP11's investment manager, for promoting the Offer, which is required to be approved by Shareholders under the Listing Rules.

The Offer

TP11 is seeking to raise £10 million, with an over-allotment facility of £10 million, through the Offer which will be open from 14 September 2020 until 30 July 2021, unless fully subscribed at an earlier date or unless previously extended by the Directors, to a date no later than 13 September 2021. An application will be made for all of the Venture Shares issued under the Offer to be admitted to trading on the London Stock Exchange's main market for listed securities. The proceeds of the Offer will be kept separate from the investments in which the A Share Class and the B Share Class participate. Triple Point and TP11 will seek new investments into early stage companies which will generate long term capital growth and long term income, in accordance with TP11's investment policy.

TP11 intends to pay regular tax-free dividends and has distributed a dividend of 3 pence per Venture Share for the financial year ending 28 February 2021 and is targeting a further 3 pence per Venture Share in the financial year ending 28 February 2022, followed by regular dividends, subject to realisations and income generated from investments, of up to 5 pence per Venture Share per annum. This is merely a target, and no forecast or projection is expressed or implied.

The Venture Shares to be issued under the Offer will be issued in registered form, will be transferable and will rank pari passu in all respects with each other. The first allotment of Venture Shares under the Offer will take place on or before 5 April 2021. Application will be made for the Venture Shares to be issued under the Offer to be admitted to the CREST system and it is anticipated that holders of those Venture Shares will be able to hold those Venture Shares in certificated or un-certificated form. It is expected that dealings will commence within 10 Business Days of any allotment.

Shareholders will need to authorise the Board to allot the Venture Shares pursuant to the Offer whilst disapplying pre-emption rights, which are the subject of Resolutions 1 and 3.

Offer Agreement

Pursuant to an offer agreement (the "Offer Agreement") dated 14 September 2020 between TP11, the Directors, Howard Kennedy, Triple Point and members of the Manager, Triple Point will, subject to the passing of Resolution 2 at the General Meeting, receive a fee (the "Promoter Fee") for promoting the Offer. The Promoter Fee will be a single fee equal to the aggregate of (i) 5.5% of the aggregate value of accepted applications for Venture Shares from Investors who have not invested their money through a financial intermediary/adviser and have invested directly into TP11 (ii) 2.5% of the aggregate value of accepted applications for Venture Shares from advised Investors who have invested their money through a financial adviser, other than professional Investors and (iii) 5.5% of the aggregate value of accepted applications for Venture Shares from Investors who have invested their money through an Execution-Only Broker or who are professional Investors, or such lower percentage in each case as may be agreed by the Board and the Manager. From this sum, Triple Point will discharge all external costs including commissions, and its own costs, in respect of the Offer.

The Offer Agreement, under which the Promoter Fee is payable, is a related party transaction under the Listing Rules, being a transaction between TP11 and Triple Point, its investment manager, that is required to be approved by the Shareholders at the General Meeting. For the purpose of determining what action TP11 is required to take in respect of the Offer, the Listing Rules require the Offer Agreement to be aggregated with the agreement (the "Arrangement Fee Agreement") that TP11, Triple Point and TPAL entered into on 30 April 2020 pursuant to which TPIM and TPAL may charge TP11 an arrangement fee in respect of investments made by TP11 of up to, in aggregate, 3% of the value of the investment, which fee shall be apportioned 75%/25% between TPIM and TPAL respectively (subject to a maximum aggregate amount in any 12 month period of the lower of i) 3% of the value of the investments made by TP11 in that 12 month period and (ii) 3% of TP11's latest published net asset value as at the date of the Arrangement Fee Agreement. The approval of the Offer Agreement is the subject of Resolution 2.

Share Buy-Back Policy

TP11 aims, but is not committed, to offer liquidity to Shareholders through on-going buy-backs, subject to the availability of distributable reserves, at a target discount of 5% to net asset value.

Although the existing Shares are, and whilst it is anticipated that the Venture Shares to be issued under the Offer will be, listed on the premium segment of the Official List and admitted to trading on the London Stock Exchange's main market for listed securities, there is likely to be an illiquid market in the Shares and, in such circumstances, Shareholders will find it difficult to sell their Shares in the market. In order to try to improve liquidity in the Shares, the Board has established a buy-back policy for the Shares subject to the requirements of the Listing Rules. As a guide and subject to the Board's discretion and providing that, in the opinion of the Board, there is adequate surplus cash available, TP11 will consider buying back Shares at a 5% discount to the last published NAV. Shareholders are reminded that if they hold their Shares for less than five years they will lose their income tax relief. The approval of the authority for TP11 to buy back Shares is the subject of Resolution 4.

Cancellation the Company's share premium account relating to the B Shares

The purpose of the proposed cancellation of share premium account relating to the B Shares is to

create distributable reserves which may be used for the purposes of buy-back Shares, thereby improving the liquidity of its Shares and minimising their discount to net asset value, for dividend distributions and for other corporate purposes for which the Company may be capable of undertaking from time to time.

General Meeting

Notice of the General Meeting is set-out at the end of this document. The General Meeting will be held at 11 am on 19 October 2020 at 1 King William Street, London EC4N 7AF although, as a result of 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 in person. The Offer 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 Venture Shares up to an aggregate nominal value of £280,000 (representing approximately 95.6% of the issued share capital of TP11 as at 13 September 2020, this being the latest practicable date prior to publication of this document) in connection with the Offer and other offers for subscription. The authority conferred by Resolution 1 will expire at the conclusion of TP11's next annual general meeting or on the expiry of fifteen months following the passing of Resolution 1, whichever is the later (unless previously renewed, varied or revoked by TP11 in general meeting).

Resolution 2 is an ordinary resolution to approve the Offer Agreement, pursuant to which the Promoter Fee is paid to Triple Point, details of which are set out under the heading "Offer Agreement" on page 6. Triple Point is not a Shareholder and will not, therefore, vote on Resolution 2 at the General Meeting and, as a related party to TP11 under the Listing Rules, has undertaken to take all reasonable steps to ensure that its associates will not vote on Resolution 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 Venture Shares issued pursuant to the authority contained in Resolution 1, in accordance with CA 2006. The authority conferred by Resolution 3 will expire at the conclusion of TP11's next annual general meeting or on the expiry of fifteen months following the passing of Resolution 3, whichever is the later (unless previously renewed, varied or revoked by TP11 in general meeting).

The authorisations conferred by Resolutions 1 and 3 will be used to enable TP11 to issue Venture Shares under the Offer and other smaller share offers.

Resolution 4 is a special resolution and seeks the approval of Shareholders to authorise TP11 to make market purchases pursuant to CA 2006 of up to such number of A Shares as is equal to 14.99% of the issued A Shares as at the date of Resolution 4, up to such number of B Shares as is equal to 14.99% of the issued B Shares as at the date of Resolution 4 and up to such number of Venture Shares as is equal to 14.99% of the issued Venture Shares immediately following the closing of the Offer. Any Shares bought 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 TP11's next annual general meeting or on the expiry of fifteen months following the passing of Resolution 4, whichever is the later (unless previously renewed, varied or revoked by TP11 in general meeting).

Resolution 5 is a special resolution to approve, subject to the approval of the High Court, the cancellation of the Company's share premium account relating to its B Shares.

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.

Before taking any action, you are recommended to read the further information set out in this document.

Shareholders will find enclosed with this document the forms of proxy for use at the General Meeting. To be valid, the forms of proxy should be returned not less than 48 hours before the General Meeting (excluding weekends and public holidays), either by post or by hand (during normal business hours only) to TP11's Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY. As a result of 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 in person and to minimise this impact the Board actively encourages Shareholders to vote by proxy to indicate how they would wish to vote at the General Meeting. Please see note (a) to the General Meeting on page 17.

Recommendation

The Board believes that the proposals described in this Circular, including the Resolutions, are in the best interests the Shareholders as a whole.

The Board also considers that the Offer Agreement, under which the Promoter Fee is payable, is fair and reasonable so far as the Shareholders are concerned and has been so advised by Howard Kennedy, as sponsor to TP11.

Accordingly, the Board unanimously recommends Shareholders to vote in favour of the Resolutions at the General Meeting. The Directors have committed to vote in favour of all of the Resolutions in respect of their own beneficial holdings, amounting, to 0.7 per cent in aggregate of the issued share capital of TP11.

Yours sincerely

Jane Owen

Chairman

PART III - ADDITIONAL INFORMATION

1. Responsibility

The Directors, whose names appear on in paragraph 3 below, accept responsibility for the information contained in this document. To the best of the knowledge 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.

2. Share Capital

2.1 As at 13 September 2020 (being the latest practicable date prior to the publication of this document), the authorised and issued share capital of TP11 was as follows:

Class of Share	Issued Nominal value (£)	Issued Number	Issued Amount
A Shares	£0.01	9,951,133	£99,511.33
B Shares	£0.01	6,805,351	£68,053.51
Venture Shares	£0.01	12,544,922	£125,449.22

2.2 As at 13 September 2020 (being the latest practicable date prior to the publication of this document), no share or loan capital of TP11 was under option or had been agreed, conditionally or unconditionally, to be put under option, nor did TP11 hold any share capital in treasury.

3. Directors and their Interests

3.1 As at the date of this document the Directors, their immediate families and connected persons within the meaning of Rule 3 of the Disclosure and Transparency Rules ("DTR 3") have, and, assuming (i) a full subscription (including the over-allotment facility) and an allotment of 19,090,891 Venture Shares under the Offer and (ii) that the commission payable to an authorised financial adviser/authorised introducer is 5.5%, the Directors and their immediate families and connected persons within the meaning of DTR 3 will immediately following the Offer have the following interests in the share capital of TP11, the existence of which is known to or could with reasonable diligence be ascertained by the Directors:

	Number of Shares before the Offer			% of Issued Shares before the Offer
	A	B	Venture	A	B	Venture
Jane Owen	24,624	24,378	24,499	0.2	0.4	0.2
Chad Murrin	24,874	24,624	24,437	0.2	0.4	0.2
Tim Clarke	-	24,624	24,499	-	0.4	0.2

	Number of Shares following the Offer			% of Issued Shares following the Offer
	A	B	Venture	A	B	Venture
Jane Owen	24,624	24,378	48,362	0.2	0.4	0.2
Chad Murrin	24,874	24,624	24,437	0.2	0.4	0.1
Tim Clarke	-	24,624	24,499	-	0.4	0.1

• 3.2 None of the Directors has a service agreement with TP11, nor are any such contracts proposed. Jane Owen and Chad Murrin were appointed under letters of appointment dated 23 September 2010 and Tim Clarke was appointed under a letter of appointment dated 5 May 2011, in each case terminable by either party on three months' notice, pursuant to which they are required to devote such time to the affairs of TP11 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 Jane Owen receives an annual fee of £22,500, Chad Murrin receives an annual fee of £18,000 and Tim Clarke receives an annual fee of £18,000. Fees paid to the Directors in respect of the year ended 29 February 2020 were £58,500, in aggregate.
• 3.3 No Director is or has been interested in any transaction which is or was unusual in its nature or conditions or significant to the business of TP11 and which was effected by TP11 in the year ended 29 February 2020 or in the current financial year or which was effected in an earlier financial year and remains in any respect outstanding or unperformed.

4. Substantial Shareholders

TP11 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 TP11 and is required to notify such interest in accordance with the Disclosure Guidance & Transparency Rules or who directly or indirectly controls TP11.

5. Material Contracts

• 5.1 The following are (a) the only contracts, not being contracts entered into in the ordinary course of business, that have been entered into by TP11 within the two years preceding the date of publication of this document and which are or may be material to TP11, and (b) the only contracts, not being contracts entered into in the ordinary course of business, that have been entered into by TP11 more than two years preceding the date of publication of this document and which contain any provisions under which TP11 has any obligation or entitlement which are material to TP11 as at the date of this document:
• 5.1.1 An offer agreement dated 14 September 2020, between TP11, the Directors, Howard Kennedy, Triple Point and members of the Manager, under which Howard Kennedy has agreed to act as sponsor to the Offer and Triple Point has agreed, as agent of TP11, to use its reasonable endeavours to procure subscribers for the Venture Shares under the Offer on the terms and subject to the conditions set out in the Prospectus (the "Offer Agreement"). Pursuant to the Offer Agreement, Triple Point will, subject to the passing of Resolution 2 at the General Meeting, receive the Promoter Fee, details of which are set out on page 6, under the heading "Offer Agreement".

Under the Offer Agreement, which may be terminated by Howard Kennedy in certain circumstances of breach, Triple Point, the members of the Manager and the Directors have given certain warranties relating to the accuracy and completeness of the information contained in the Prospectus. Warranty claims must be made by no later than 30 days after the date of the publication of the audited accounts of TP11 for the accounting year ending 28 February 2022. The liability of the Directors and the members of the Manager in respect of a breach of a warranty or representation is limited to £12,500 each. TP11 has also agreed to indemnify Howard Kennedy, without limit in time or amount, in respect of its role as sponsor and in respect of certain losses if they arise under the Offer Agreement. The warranties and indemnity are customary for this type of agreement The Offer Agreement may be terminated if any material statement in the Prospectus is untrue, any material omission from the Prospectus arises or any material breach of warranty in the Offer Agreement occurs and provided that such termination takes place prior to Admission

5.1.2 An offer agreement dated 11 September 2019 (the "2019 Offer Agreement"), between TP11, the Directors, Howard Kennedy, Triple Point and members of the Manager, under which Howard Kennedy agreed to act as sponsor to the 2019 Offer and Triple Point agreed, as agent of TP11, to use its reasonable endeavours to procure subscribers for the Venture Shares on the terms and subject to the conditions set out in the prospectus relating to the 2019 Offer (the "2019 Prospectus"), and received a promoter fee for doing so.

Under the 2019 Offer Agreement, Triple Point, the members of the Manager and the Directors gave certain warranties relating to the accuracy and completeness of the information contained in the 2019 Prospectus. Warranty claims must be made by no later than 30 days after the date of the publication of the audited accounts of TP11 for the accounting year ending 28 February 2021. The liability of the Directors and the members of the Manager in respect of a breach of a warranty or representation was limited to £12,500 each. TP11 also agreed to indemnify Howard Kennedy, without limit in time or amount, in respect of its role as sponsor and in respect of certain losses if they arose under the 2019 Offer Agreement. The warranties and indemnity were customary for this type of agreement.

5.1.3 An offer agreement dated 14 September 2018 (the "2018 Offer Agreement"), between TP11, the Directors, Howard Kennedy, Triple Point and members of the Manager, under which Howard Kennedy agreed to act as sponsor to the 2018 Offer and Triple Point agreed, as agent of TP11, to use its reasonable endeavours to procure subscribers for Venture Shares on the terms and subject to the conditions set out in the prospectus relating to the 2018 Offer (the "2018 Prospectus") and received a promoter fee for doing so.

Under the 2018 Offer Agreement, Triple Point, the members of the Manager and the Directors gave certain warranties relating to the accuracy and completeness of the information contained in the 2018 Prospectus. Warranty claims must be made by no later than 30 days after the date of the publication of the audited accounts of TP11 for the accounting year ending 29 February 2020. The liability of the Directors and the members of the Manager in respect of a breach of a warranty or representation was limited to £12,500 each. TP11 also agreed to indemnify Howard Kennedy, without limit in time or amount, in respect of its role as sponsor and in respect of certain losses if they arose under the 2018 Offer Agreement. The warranties and indemnity were customary for this type of agreement.

5.1.4 An agreement dated 15 October 2014 as amended on 18 February 2015, 9 July 2015, 23 December 2015, 14 September 2018 and 30 April 2020, between TP11, Triple Point and TPAL under which Triple Point provides discretionary and advisory investment management services to TP11 in respect of its portfolio of investments and TPAL arranges and executes investments (including divestment) on behalf of TP11on behalf of TP11.

The IMA provides for the following:

In respect of TP11 as a whole:

• Triple Point will receive a fee for administration services payable quarterly in arrear of 0.25% (plus VAT) of TP11's NAV per annum;
• Hanway Advisory Limited will provide company secretarial services for a fee of £15,000 (plus VAT) per annum;
• TP11's annual running costs will continue to be capped at 3.5% of TP11's NAV (excluding VAT, any arrangement fees (including any fees paid to the Triple Point Venture Network) and also any performance fees payable to Triple Point). Any excess will be met by Triple Point by way of a reduction in future investment management fees;
• Triple Point and TPAL may charge TP11 arrangement fees of up to 3% in connection with investments made into unquoted companies. The Triple Point Group may also benefit from the receipt of business administration fees charged against such companies,

the level of which, in the case of a particular company, may be related to that company's performance;

• Triple Point's appointment under the IMA will continue for at least five years following the admission of the Venture Shares issued under the offer for subscription for Venture Shares that was launched on 14 September 2018 and, thereafter, will terminate on 12 months' notice by either party subject to earlier termination in certain circumstances; and
• Any investment or other asset of any description of TP11 will be held in TP11's name although in exceptional circumstances Triple Point may hold such investments or assets in the name of Triple Point or other FCA authorised person acting as custodian where, due to the nature of the law or market practice of an overseas jurisdiction, it is in the best interests of TP11 to do so or it is not feasible to do otherwise.

In respect of the A Share Fund:

• Triple Point will receive investment management fees (exclusive of VAT) equal to 2.0% per annum of the A Share Fund's NAV, payable quarterly in arrear; and
• Triple Point will receive a performance incentive fee based upon returns to holders of A Shares. The amount of the performance incentive fee payable is based on distributions made to holders of A Shares. To the extent that, on any distribution made to holders of A Shares, the total of all distributions per A Share made to holders of A Shares (including the distribution in question being made) exceeds a hurdle, being at the time of any distribution to holders of A Shares the higher of (i) 100 pence per A Share and (ii) the total of all distributions per A Share made to holders of A Shares prior to that distribution, Triple Point will be entitled to receive a sum equal to 20% of the excess

In respect of the B Share Fund:

• Triple Point will receive investment management fees (exclusive of VAT) equal to 1.9% per annum of the B Share Fund's NAV, payable quarterly in arrear.

In respect of the Venture Share Fund:

• Triple Point will receive investment management fees (exclusive of VAT) equal to 2% per annum of the Venture Share Fund's NAV, payable quarterly in arrear;
• Triple Point is entitled to a performance incentive fee. The performance incentive fee will not be payable to Triple Point until the total return (net asset value plus distributions made) to holders of Venture Shares exceeds the initial net subscription amount by an annual threshold of 3% calculated on a compound basis. To the extent that the total return exceeds the threshold over the relevant period then a performance incentive fee of 20% of the excess will be paid to Triple Point. Performance fees will be assessed based on audited year-end valuations and will be accrued in the accounts of TP11. High water marks will apply.
• 5.1.5 The Directors' letters of appointment, details of which are set out at paragraph 3.2 above.

6. Other

• 6.1 TP11 was incorporated and registered in England and Wales under the CA 2006 as a public company with limited liability on 23 July 2010 with registered number 07324448. TP11 is domiciled in England.

• 6.2 Statutory accounts of TP11 for the year ended 29 February 2020 in respect of which TP11's auditor, BDO LLP, has made an unqualified report under CA 2006, have been delivered to the Registrar of Companies.

• 6.3 Save for the offer agreement set out at paragraph 5.1.1 above, fees paid to the Directors as detailed in paragraph 3.2 above, the fees payable to the Manager for investment adviser services under the IMA and the fees payable to the Manager under the 2019 Offer, there have been no other related party transactions or fees paid by the Company since 29 February 2020 to the date of this document.

• 6.4 Save in respect of the net proceeds of £5.80 million that were raised by TP11 under the 2019 Offer, there has been no significant change in the financial or trading position of TP11 since 29 February 2020, the date to which the last audited financial information of TP11 has been published.
• 6.5 There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which TP11 is aware) during the 12 month period ending on the date of this document which may have, or have had in the recent past, significant effects on TP11's financial position or profitability.
• 6.6 TP11 does not have any material shareholders with different voting rights.
• 6.7 Howard Kennedy has given and has not withdrawn its written consent to the issue of this document, with references to its name in the form and context in which they are included and the inclusion of the statement on page 8 of this document that Howard Kennedy has advised the Board that it considers the Offer Agreement, under which the Promoter Fee is payable, to be fair and reasonable so far as the Shareholders are concerned.

7. Document Available for Inspection

The Articles will be available for inspection, by prior appointment, from the date of this Circular at the registered office of the Company during normal business hours on any day (Saturdays, Sundays and public holidays excepted) until the conclusion of the General Meeting and will also be available for inspection at the place of the General Meeting during, and for at least 15 minutes before, the General Meeting, although see note (a) to to the General Meeting on page 17.

14 September 2020

PART IV DEFINITIONS

"Admission"	the admission of the Venture Shares allotted pursuant to the Offer to a premium listing on the Official List and to trading on the London Stock Exchange's market for listed securities
"A Shares"	A ordinary shares of 1 pence each in the capital of TP11
"A Share Fund"	the net assets of TP11 represented by the A Shares
"Articles"	the articles of association of TP11, as amended from time to time
"B Shares"	B ordinary shares of 1 pence each in the capital of TP11
"B Share Fund"	the net assets of TP11 represented by the B Shares
"Board" or "Directors"	the board of directors of TP11
"Business Days"	any day (other than a Saturday) on which the clearing banks are open for normal banking business in sterling
"CA 2006"	Companies Act 2006 (as amended)
"Circular"	this document
"Disclosure Guidance & Transparency Rules"	the disclosure guidance & transparency rules of the FCA
"Execution-Only Broker"	an intermediary, authorised by the FCA, which does not provide advice to its client
"FCA"	the Financial Conduct Authority
"FSMA"	the Financial Services and Markets Act 2000 (as amended)
"General Meeting"	the general meeting of TP11 convened for 19 October 2020 (or any adjournment thereof)
"Howard Kennedy"	Howard Kennedy Corporate Services LLP
"IMA"	the agreement dated 15 October 2014 as amended on 18 February 2015, 9 July 2015, 23 December 2015, 14 September 2018 and 30 April 2020, between TP11, Triple Point and TPAL under which Triple Point provides discretionary and advisory investment management services to TP11 in respect of its portfolio of investments and TPAL arranges and executes investments (including divestment) on behalf of TP11
Investor	a subscriber for Venture Shares under the Offer
"ITA 2007"	Income Tax Act 2007 (as amended)
"Listing Rules"	the listing rules of the FCA
"London Stock Exchange"	London Stock Exchange plc
"NAV" or "net asset value"	net asset value
"Offer"	the offer for subscription by TP11 as detailed on pages 5 and 6

"Offer Agreement"	the offer agreement dated 14 September 2020, between TP11, the Directors, Howard Kennedy, Triple Point and members of the Manager
"Official List"	the official list of the FCA
"Promoter Fee"	the fee payable by TP11 to Triple Point for promoting the Offer, details of which are set out on page 6
"Prospectus"	the prospectus issued by TP11 dated 14 September 2020
"Prospectus Rules"	the prospectus rules of the FCA
"Resolutions"	the resolutions to be proposed at the General Meeting
"Shareholder"	a holder of Shares
"Shares"	A Share, B Shares and Venture Shares as the context may require (and each a "Share")
"TPAL"	Triple Point Administration LLP
"TPIM" "Triple Point" or "Manager"	Triple Point Investment Management LLP of 1 King William Street, London EC4N 7AF
"TP11"	Triple Point VCT 2011 plc
"Triple Point Group"	TPIM, Triple Point LLP and TPAL
"Triple Point Venture Network"	includes but is not limited to the network of third party advisors, venture capitalists, influencers and brokers/introducers assembled by Triple Point for the purpose of identifying and curating suitable venture capital investment opportunities
"UK"	the United Kingdom
"VCT" or "venture capital trust"	a company satisfying the requirements of Chapter 3 of Part 6 of ITA 2007 for venture capital trusts
"VCT Rules"	Part 6 ITA 2007 and every other statute (including any orders, regulations or other subordinate legislation made under them) for the time being in force concerning VCTs
"Venture Share Fund"	the net assets of TP11 represented by the Venture Shares
"Venture Shares"	Venture ordinary shares of 1 pence each in the capital of TP11

Triple Point VCT 2011 plc

(Registered in England and Wales with registered number 07324448)

AS A RESULT OF 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 IN PERSON. PLEASE SEE NOTE (A) TO THE GENERAL MEETING ON PAGE 17 CONCERNING THE VENUE AND FORMAT OF THE GENERAL MEETING

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a General Meeting of Triple Point VCT 2011 plc ("TP11") will be held at 1 King William Street, London EC4N 7AF at 11 am on 19 October 2020 for the purposes of considering and, if thought fit, passing the following resolutions, which will be proposed as to resolutions 1 and 2 as ordinary resolutions and as to resolutions 3 to 5 as special resolutions:

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 TP11 to allot Venture Shares up to an aggregate nominal value of £280,000 in connection with the Offer and other offers for subscription, representing approximately 95.6% of the issued share capital of TP11 as at 13 September 2020, 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).
• 1. 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 14 September 2020 (the "Circular"), be approved.

Special Resolutions

• 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 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).
• 1. 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 14.99% of the issued A Shares 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 14.99% of the issued B Shares 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 14.99% 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.
• 1. THAT, subject to the approval of the High Court of Justice, the amount standing to the credit of the share premium account of the Company in relation to its B Shares as at the date an order is made confirming such cancellation by the Court, be cancelled.

For the purpose of these Resolutions, words and expressions defined in the Circular shall have the same meanings in these Resolutions, save where the context requires otherwise.

Dated 14 September 2020

By order of the Board Registered Office:

Hanway Advisory Limited Company Secretary

1 King William Street London EC4N 7AF

Information regarding the General Meeting, including the information required by section 311A of CA 2006, is available from: www.triplepoint.co.uk

Notes:

• (a) The Board has been closely monitoring the impact of the Coronavirus in the United Kingdom and 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 in person, which will proceed as set out in this notice with a quorum which will be made up of Shareholders who are Directors and/or partners and employees of Triple Point. To minimise this impact, the Board actively encourages Shareholders to vote by proxy to indicate how they would wish to vote at the General Meeting.
• (b) Any member of TP11 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 TP11 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 TP11 but you have been nominated by a member of TP11 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 (i) below. Under section 319A of the CA 2006, TP11 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 TP11 or the good order of the General Meeting that the question be answered.

• (c) 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 TP11's Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY 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.

• (d) In order to revoke a proxy instruction a member will need to inform TP11 by sending a signed hard copy notice clearly revoking the proxy appointment to TP11's Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY. 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. The revocation notice must be received by Computershare Investor Services PLC 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 (e) directly below, the proxy appointment will remain valid.
• (e) Completion and return of a Form of Proxy will not preclude a member of TP11 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.
• (f) Copies of the Directors' letters of appointment and a copy of the current Articles will be available for inspection at the registered office of TP11 during usual business hours on any weekday (Saturday 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.
• (g) Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, TP11 has specified that only those holders of TP11's shares registered on the Register of Members of TP11 as at 11 am on 17 October 2020 or, 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 General Meeting in respect of such shares registered in their name at the relevant time. Changes to entries on the Register of Members after 11 am on 17 October 2020 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.
• (h) 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.
• (i) As at 13 September 2020, TP11's issued share capital comprised 9,951,133 A Shares, 6,805,351 B Shares and 12,544,922 Venture Shares. The total number of voting rights in TP11 as at 13 September 2020 is 29,301,406. The website referred to above will include information on the number of Shares and voting rights.
• (j) If you are a person who has been nominated under section 146 of the CA 2006 to enjoy information rights ("Nominated Person"):
• you may have a right under an agreement between you and the member of TP11 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 TP11 remains the Relevant Member (or, perhaps your custodian or broker) and you should continue to contact them (and not TP11) regarding any changes or queries relating to your personal details and your interest in TP11 (including any administrative matters). The only exception to this is where TP11 expressly requests a response from you.
• (k) 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.
• (l) Except as provided above, members who have general queries about the General Meeting should call Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY on +44 0370 703 0150 (no other methods of communication will be accepted).
• (m) Members may not use any electronic address provided either in this notice of the General Meeting, or any related documents (including the Chairman's letter and proxy form), to communicate with TP11 for any purposes other than those expressly stated.