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TRIPLE POINT VCT 2011 PLC Proxy Solicitation & Information Statement 2021

Jun 14, 2021

4890_agm-r_2021-06-14_a5daa3bd-937d-4f43-9757-2c291142b8a5.pdf

Proxy Solicitation & Information Statement

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO WHAT ACTION TO TAKE YOU ARE RECOMMENDED TO CONSULT YOUR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS 2000.

If you have sold, or transferred all of your shares in Triple Point VCT 2011 plc, you should pass this document, together with the accompanying Form of Proxy, to the person through whom the sale or transfer was made for transmission to the purchaser or transferee.

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Triple Point

VCT 2011 plc

Notice of Annual General Meeting

Notice of the Annual General Meeting which has been convened for Monday 12 July 2021 at 10.30am at 1 King William Street, London EC4N 7AF is set out on pages 3 to 4.

To be valid, Forms of Proxy must be completed and returned in accordance with the instructions printed thereon so as to be received by the Company's registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible and in any event not later than 10.30am on 8 July 2021.


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Triple Point VCT 2011 plc

Registered Office:
1 King William Street
London
EC4N 7AF
United Kingdom

26 May 2021

Dear Shareholder,

Notice of Annual General Meeting

The Annual General Meeting (the Meeting) of Triple Point VCT 2011 plc (the Company: registered in England and Wales with registered number 07324448) will be held at 1 King William Street, London, EC4N 7AF at 10.30am on Monday 12 July 2021.

If you would like to vote on the resolutions, please fill in the Form of Proxy sent to you with this notice and return it to the Company's registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible and in any event not later than 10.30am on 8 July 2021.

The Explanatory Notes on pages 4 to 9 sets out the details of all resolutions, and further information on resolutions 7 to 9 are set out below.

Resolution 8 – to divest of the remaining B Share Class assets with the ultimate intention to wind-down and cancel the B Share Class

The Company's Investment Policy sets out that the Company would provide an exit opportunity to investors of the B Share Class shortly after 5 years following investment, being April 2021. In line with Article 182A of the Company's Articles of Association which requires a resolution to be presented at the 2021 AGM in relation to the wind-down and cancellation of the B Share Class, the Company is proposing an Ordinary Resolution at its 2021 AGM to confirm Shareholder support to divest of the remaining assets of the B Share Class with the ultimate intention to wind-down and cancel the B Share Class. Should the resolution pass, at the appropriate time, the Company will seek shareholder approval at a general meeting for the wind down and cancellation of the B Share Class.

For the resolution to pass, at least 50% of the votes cast must be in favour of the resolution, and in accordance with the Company's Articles of Association, 25% of the issued share capital would be required to vote on this resolution.

The Board considers that Resolution 8 to divest of the remaining B Share Class assets with the ultimate intention to wind-down and cancel the B Share Class is in the best interests of the Company and the shareholders as a whole and recommends that you vote in favour of the resolution.

The Board is making a recommendation in favour of this resolution as:

  • it was the intention at the outset for the B Share Class to provide investors with an opportunity to exit after 5 years following investment and proceeds returned after 5 years following investment;
  • there continue to be substantial uncertainties surrounding Ofgem's ongoing review of the embedded benefits regime; and
  • the other external factors which have contributed to the reduced valuation of the gas-fired energy centre assets (refer to page 10 of the Chair's Statement and pages 41 to 43 of the Investment Manager's Review in the 2021 Annual Report) are not considered likely to improve in the short to medium term.

Triple Point VCT 2011 plc


Should the resolution not pass, the Board will take into consideration the feedback and views of Shareholders on the future of the B Share Class. The Board will in any case continue to consider opportunities for the assets of the B Share Class that will optimise value for B Share Class shareholders.

Resolutions 7 and 9 – authority to allot and pre-emption rights

Resolution 7 would allow the Company to allot Venture shares under an offer for subscription of up to £300,000 in nominal value, and Resolution 9 would allow the Company to allot the Venture shares under Resolution 7 as if Section 561(1) of the Companies Act 2006 did not apply to the allotment. Resolution 7 (together with Resolution 9) will allow the Company to issue shares under an offer for subscription should it decide to undertake a further fundraising this year. The authority under Resolution 7 and Resolution 9 are in addition to existing authorities, and would expire immediately following the 2022 AGM, or 15 months from the passing of Resolution 7 and Resolution 9, whichever is the later.

Recommendation

The Board considers that all resolutions contained in this AGM notice are in the best interests of the Company and its shareholders as a whole and are most likely to promote the success of the Company for the benefit of its shareholders as a whole. The Board unanimously recommends that you vote in favour of the proposed resolutions as the Directors intend to do in respect of their own beneficial holdings.

Yours faithfully,

Jane Owen
Chairman
(Company Number 07324448)

Triple Point VCT 2011 plc


NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Triple Point VCT 2011 PLC (the "Company") will be held at 10.30am on 12 July 2021 at 1 King William Street, London, EC4N 7AF to transact the following business.

You will be asked to consider and, if thought fit, approve the following resolutions. Resolutions 1 to 8 will be proposed as ordinary resolutions and resolutions 9 to 11 will be proposed as special resolutions.

For further information on all resolutions, please refer to the Explanatory Notes which can be found on pages 4 to 9.

Ordinary Resolutions

  1. To receive, consider and adopt the audited Financial Statements of the Company for the financial year ended 28 February 2021 and the reports of the Directors and Auditors on those Financial Statements (Annual Report and Accounts).
  2. To approve the Directors' Remuneration Report (excluding the part containing the Director's Remuneration Policy) contained within the Annual Report and Accounts for the financial year ended 28 February 2021.
  3. To re-elect Jane Owen as a Director.
  4. To re-elect Timothy Clarke as a Director.
  5. To re-elect Chad Murrin as a Director.
  6. To re-appoint BDO LLP as Auditors of the Company, to hold office until the conclusion of the next General Meeting at which accounts are laid before the Company, and to authorise the Audit Committee to determine the Auditor's remuneration.
  7. That, in addition to existing authorities, the Directors be and are hereby authorised in accordance with Section 551 of the Companies Act 2006 ("the Act") to exercise all of the powers of the Company to allot Venture Shares up to an aggregate nominal value of £300,000 in connection with offers for subscription, representing approximately 79.25% of the issued share capital of the Company as at 26 May 2021, being the latest practical date prior to publication of this document, provided that the authority conferred by this Resolution 7 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 7, whichever is the later (unless previously renewed, varied or revoked by the Company in a general meeting).
  8. To divest of the remaining B Share Class assets with the ultimate intention to wind-down and cancel the B Share Class.

Special Resolutions

  1. That, in addition to existing authorities, the Directors be and hereby are empowered pursuant to Section 570(1) of the Act 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 the Act) for cash pursuant to the authority given in accordance with Section 551 of the Act by Resolution 7 above as if Section 561(1) of the Act did not apply to such allotments, provided that the power provided by this Resolution 9 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 9, whichever is the later (unless previously renewed, varied or revoked by the Company in general meeting).
  2. That the Company be and is hereby authorised in accordance with s701 of the Act to make one or more market purchases (as defined in section 693(4) of the Act) of fully paid A Shares, B Shares or Venture Shares of 1p provided that:

(i) the maximum aggregate number of A Ordinary Shares ("A Shares") authorised to be purchased is an amount equal to 10% of the issued A Shares (equated to 995,113 A Shares) as at the date of this Resolution;
(ii) the maximum aggregate number of B Ordinary Shares ("B Shares") authorised to be purchased is an amount equal to 10% of the issued B Shares (equated to 680,535 B Shares) as at the date of this Resolution;
(iii) the maximum aggregate number of Venture Shares authorised to be purchased is an amount equal to 10% of the Issued Venture Shares (equated to 2,109,996 Venture Shares) as at the date of this Resolution;
(iv) the minimum price which may be paid for an A Share or B Share or Venture Share is 1p;
(v) the maximum price which may be paid for an A Share, a B Share or a Venture Share is an amount, exclusive of expenses, equal to 105 per cent. of the average of the middle market prices for the A Shares, B Shares and Venture Shares as derived from the Daily Official List of the UK Listing Authority for the five business days immediately preceding the day on which that A Share, B Share or Venture Share (as applicable) is purchased; and

Triple Point VCT 2011 plc
3


(vi) this authority shall expire either at the conclusion of the next Annual General Meeting of the Company or 15 months following the date of the passing of this Resolution, whichever is the first to occur (unless previously renewed, varied or revoked by the Company in general meeting), provided that the Company may, before such expiry, make a contract to purchase its own shares which would or might be executed wholly or partly after such expiry, and the Company may make a purchase of its own shares in pursuance of such contract as if the authority hereby conferred had not expired.

  1. That a general meeting, other than an Annual General Meeting, may be called on not less than 14 clear days' notice.

The Board considers that all resolutions contained in this Notice of Meeting are in the best interests of the Company and its Shareholders as a whole and are most likely to promote the success of the Company. The Board unanimously recommends that members vote in favour of the proposed resolutions.

By Order of the Board
Hanway Advisory Limited
Company Secretary

Registered Office:
1 King William Street
London
EC4N 7AF

26 May 2021

Explanatory Notes

An explanation of each of the resolutions is set out below. Resolutions 1 to 8 (inclusive) are proposed as ordinary resolutions. This means that for each of these resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 9 to 11 are proposed as special resolutions. This means that for this resolution to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Resolution 1 – Annual Report and Accounts

The Directors of the Company are required to present the Annual Report and Accounts to the Meeting.

Resolution 2 – Directors' Remuneration Report (excluding the Policy)

The Directors' Remuneration Report provides details of the remuneration paid to the Directors during the year ended 28 February 2021.

In line with current legislation, the resolution is an advisory vote only and will not affect the way in which the pay has been implemented or the future remuneration that is paid to any Director. The Remuneration Report can be found on pages 72 to 74 of the Annual Report and Accounts.

Resolution 3 to 5 – Directors

The Board seeks approval of the re-election of the Directors of the Board. In accordance with provision 23 of the AIC Code of Corporate Governance (published in February 2019), all Directors will be subject to annual re-election. Those willing to serve again will retire and submit themselves for re-election. The Directors believe that the Board offers a combination of skills, experience and knowledge and that all the non-executive Directors are independent in character and judgement.

The Board considers that the performance of each Director continues to be effective and demonstrates the commitment required to continue in their present roles, and that each Director's contribution continues to be important to the Company's long-term sustainable success and future viability. This consideration is based on, amongst other things, the business skills and industry experience of each of the Directors, as well as their knowledge and understanding of the Company's business model and economic cycle.

The Board has also considered the other contributions which individual Directors may make to the work of the Board, with a view to ensuring that:

  • the Board maintains a diverse balance of skills, knowledge, backgrounds and capabilities leading to effective decision-making;
  • each Director is able to commit the appropriate time necessary to fulfilling their roles; and

Triple Point VCT 2011 plc


each Director provides constructive challenge, strategic guidance, offers specialist advice and holds third party service providers to account.

Biographical of each of the Directors are as follows:

Jane Owen -- Independent Non-Executive Chairman

Jane is a qualified barrister and worked until 1989 in the chambers that are now 3 Verulam Buildings. Subsequently, Jane became UK group legal director at Alexander & Alexander Services, and was appointed Aon's General Counsel in the UK in 1997, a position she held until 2008, where she was also a director of Aon Limited from 2001 to 2008. She was also a Non-Executive Director of TWG Europe Ltd and related companies and a Governor of James Allen's Girls' School.

Chad Murrin -- Independent Non-Executive Director

Chad is a qualified barrister. He worked for 3i Group plc from 1986 to 2004, the last five years as 3i's Corporate Development Director. In 2004, he set up his own corporate advisory business, Murrin Associates Limited. He holds the Advanced Diploma in Corporate Finance from The Corporate Finance Faculty of the ICAEW. He is a Non-Executive Director of Keytask Management Limited, E.W. Beard (Holdings) Limited, Procom-IM Limited and other companies.

Timothy Clarke -- Independent Non-Executive Director

Tim joined Panmure Gordon & Co as an equities analyst, subsequently becoming a Partner and Head of Research. He joined Bass PLC in 1990, holding a number of operating roles in the Hotels, Pub and Restaurant divisions before becoming Chief Executive in 2000. Following its demerger, he was Chief Executive of Mitchells & Butlers PLC until 2009. He was a Non-Executive Director of Associated British Foods PLC from 2004 until 2017. He is currently Chairman of Birmingham Airport, Chairman of Timothy Taylor & Co Ltd, and a Non-Executive Director of Hall & Woodhouse Ltd. He is Governor of the Foundation of the Schools of King Edward VI in Birmingham.

Resolution 6 -- Re-appointment and remuneration of Auditor

The Company must appoint an auditor at each general meeting at which the accounts are presented to Shareholders, to hold office until the conclusion of the next such meeting. This resolution seeks approval to re-appoint BDO LLP as the Company's Auditor and authorise the Audit Committee to determine the remuneration of the Auditors.

Resolution 7 -- Authority to allot shares

The purpose of this resolution is to provide the Directors with authority to allot shares. The authority given to Directors to allot further shares in the capital of the Company requires the prior authorisation of the shareholders in general meeting under section 551 of the Act. The authority in this resolution will, in addition to existing authorities, allow the Directors to allot new shares in the Company or to grant rights to subscribe for or convert any security into shares in the Company up to an aggregate nominal amount of £300,000 (30,000,000 Venture Shares), which is equivalent to approximately 79.25% of the issued share capital of the Company as at 26 May 2021 (being the last practicable day prior to the publication of this notice).

The authority will expire at the conclusion of the Company's 2022 AGM or the expiry of fifteen months following the passing of resolution 7, whichever is the later (unless previously renewed, varied or revoked by the Company in a general meeting).

Resolution 8 -- Divestment of the remaining B Share Class Assets with the ultimate intention to wind-down and cancel the B Share Class

The Company's Investment Policy sets out that the Company would provide an exit opportunity to investors of the B Share Class shortly after 5 years following investment, being April 2021. In line with Article 182A of the Company's Articles of Association which requires a resolution to be presented at the 2021 AGM in relation to the wind-down and cancellation of the B Share Class, the Company is proposing an Ordinary Resolution at its 2021 AGM to confirm Shareholder support to divest of the remaining assets of the B Share Class with the ultimate intention to wind-down and cancel the B Share Class. Should the resolution pass, at the appropriate time, the Company will seek shareholder approval at a general meeting in connection with the formalities to wind down and cancel the B Share Class.

For the resolution to pass, at least 50% of the votes cast must be in favour of the resolution, and in accordance with the Company's Articles of Association, 25% of the issued share capital would be required to vote on this resolution.

Resolution 9 -- pre-emption rights

If the Directors wish to exercise the authority under Resolution 7 to allot new shares, company law requires that these shares are first offered to existing shareholders in proportion to their existing holdings.

Resolution 9 would, in addition to existing authorities, authorise the Directors to allot or make offers or agreements to allot equity securities for cash, without first offering those shares to existing shareholders in proportion to their holdings, up to an aggregate nominal value of £300,000 which is equivalent to approximately 79.25 per cent. of the Company's issued ordinary share capital as at 26 May 2021 (being the latest practicable date prior to the publication of this notice).


If given, the authorities contained in resolutions 9 will expire at the conclusion of the 2022 AGM or on 12 October 2022 (the date which is 15 months after the passing of the resolution), whichever is later (unless previously renewed, varied or revoked by TP11 in general meeting).

Resolution 10 – Purchase of own shares

The Company's members are being asked to renew the Director's authority to make market purchases of up to 3,785,645 A, B and Venture Shares (excluding shares held in treasury) of the Company (which represents 30% of the issued share capital of the Company as at 26 May 2021) and the Resolution sets out the minimum and maximum process that can be paid, exclusive of expenses. Any A, B, and Venture Shares in the Company purchased pursuant to the authority sought under the Resolution may either be cancelled, and not be available for reissue, or held in treasury. Once held in treasury, such shares may be cancelled or sold for cash. At the date of this Annual Report, the Company does not hold any A, B or Venture Shares in the capital of the Company in treasury. The authority conferred will expire at the conclusion of the next annual general meeting of the Company or on the expiry of 15 months from the passing of the Resolution, whichever is the first to occur. The Board intends to use this authority to continue its share buy-back policy.

Resolution 11 – Notice of general meetings

This resolution is to allow the Company to hold general meetings (other than an AGM) on 14 clear days' notice. The notice period required by the Act for general meetings of the Company is 21 clear days unless:

  • Shareholders approve a shorter notice period, which cannot be less than 14 clear days; and
  • the Company offers the facility for all Shareholders to vote by electronic means.

AGMs must always be held on at least 21 clear days' notice. The approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.

Further notes on the Meeting

Coronavirus (COVID-19)

The Board is closely monitoring the impact of the COVID-19 in the United Kingdom. At the date of this notice, it is expected that all COVID-19 restrictions will be lifted by 21 June 2021 and allow for the AGM to be convened in person. However, if restrictions come into force that would apply on the date of the AGM, Shareholders will not be permitted to attend the Meeting, and the Meeting will proceed at the Company's offices as set out in the notice in line with the UK Government Measures and the Company's Articles of Association. If this is the case, or should it become necessary to make alternative arrangements for the Meeting, for example a change of venue,

postponement or any additional safety measures, Shareholders will be given as much notice as practicably possible. To minimise this impact, the Board actively encourages Shareholders to vote by proxy, and where possible, to vote by proxy online.

Entitlement to attend and vote

Only those members registered in the Company's register of members at close of business on Thursday 8 July 2021 (or in the event of an adjournment, at close of business on the date which is two working days prior to the adjourned meeting), or their duly appointed proxy, shall be entitled to attend or vote at the Meeting. Changes to the register of members after the deadline shall be disregarded in determining the rights of the persons to attend and vote at the Meeting.

Attending in person

A form of identification should be presented if you wish to attend the Meeting in person.

Right to appoint proxy

A member entitled to vote at the Meeting is entitled to appoint one or more proxies to exercise all or any of the rights to attend, speak. Only more than one proxy can be appointed provided each proxy is appointed to exercise rights attached to different shares. More than one proxy may not be appointed to exercise rights attached to any one share. A proxy can be appointed by using the procedures set out in these notes and the notes to the proxy form. A proxy need not be a member of the Company but must attend the Meeting to represent the member. 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 a resolution. If no voting indication is given, the proxy will vote or abstain from voting at their discretion.

Appointment of proxy in hard copy form

A hard copy form of proxy is sent to all members. To be effective, the instrument appointing a proxy (together with the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority) must be deposited at or posted to the office of the registrars of the Company, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, so as to be received by 10.30am on 8 July 2021 or, if the Meeting is adjourned, 48 hours (excluding non-working days) before the time fixed for the adjourned meeting. Completion and return of the form of proxy will not preclude a member from attending or voting at the Meeting in person if he or she so wishes. In the case of a member which is a company, the proxy form 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 proxy form is signed (or a duly certified copy of such power of authority) must be included with the time for delivery of proxies, no account has been taken of any part of a day that is not a working day.

Triple Point VCT 2011 plc


Appointment of proxy online

A proxy may be submitted electronically using the following link: www.investorcentre.co.uk/eproxy. Members can use this service to vote or appoint a proxy on-line. The same voting deadline of 48 hours before the timing of the Meeting applies as if you were using personalised proxy form to vote or appoint a proxy by post to vote for you.

Appointment of proxy through CREST

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s specifications and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy, or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID 3RA50) by the latest time(s) for receipt of proxy appointments specified above. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their

CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings (www.euroclear.com/CREST).

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended).

Joint holder of shares

In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s register of members in respect of the joint holding, the first-named being the most senior.

Right of corporate shareholder to appoint corporate representatives

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 exercise powers over the same shares.

Methods of communication

Except as previously provided above, members who have general queries about the Meeting should contact the Company’s Registrar, Computershare, at www.investorcentre.co.uk/contactus or the Company Secretary at the Company’s registered office or by emailing [email protected]. You may not use the electronic address provided either in this notice or any related documents, to communicate with the Company for any purposes other than those expressly stated.

Shareholders right to ask questions

Under Section 319A of the Act, the Company must answer any question you ask relating to the business being dealt with at the Meeting unless, answering the question would interfere unduly with the preparation for the 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 Meeting that the question be answered.

Triple Point VCT 2011 plc


Triple Point VCT 2011 plc

Nominated Persons

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 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 exercise of voting rights; and
  • 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.

Website publication of audit concerns

Pursuant to Chapter 5 of Part 16 of the Act (Sections 527 to 531), where requested by a member or members having a right to vote at the Meeting and holding at least 5% of total voting rights of the Company, or at least 100 members having a right to vote at the Meeting and holding, on average, at least £100 of paid up share capital, the Company must publish on its website a statement setting out any matter that such members propose to raise at the Meeting relating to audit of the Company's accounts (including the Auditor's Report and the conduct of the audit) that are to be laid before the Meeting. The request:

  • may be in hard copy form signed by the member, stating the full members' name and address and is sent to the Company Secretary, Hanway Advisory Limited, 1 King William Street, London, EC4N 7AF or in electronic form stating the member's full name, address, and shareholder reference and is sent to [email protected] stating "AGM" in the subject field;
  • must identify the statement to which it relates either set out the statement in full or, if supporting a statement sent by another member, clearly identify the statement which is being supported;
  • must be authenticated by the person or persons making it; and
  • must be received by the Company at least one week before the Meeting.

Where the Company is required to publish such a statement on its website, it may not require the members making the request to pay any expenses incurred by the Company in complying with the request, it must forward the statement to the Company's Auditor no later than the time the statement is made available on the Company's website and the statement may be dealt with as part of the business of the Meeting.

Shareholders' right to give notice of a resolution

Shareholders meeting (in aggregate) the threshold under sections 338 and 338A of the Act may instruct the Company:

  • to give Shareholders (entitled to receive notice of the AGM) notice of a resolution which may properly be proposed and is intended to be proposed at the meeting and is intended to be proposed at the meeting; and/or
  • to include in the business to be dealt with at the AGM any matter (other than a proposed resolution) which may be properly included in the business.

A resolution may be properly be proposed or a matter may properly be included in the business unless:

  • (in the case of a resolution only) it would, if passed, be ineffective;
  • It is defamatory of any person; or
  • It is frivolous or vexatious.

Such a request:

  • may be in hard copy form or in electronic form;
  • must identify the resolution of which notice is to be given or the matter to be included in the business;
  • must be authorised by the person or persons making it, must be received by the Company not later than 29 May 2021, being the date six clear weeks before the meeting; and
  • (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.

Triple Point VCT 2011 plc 9

Total number of shares and voting rights and the rights of Shareholders to participate in meetings

As at 26 May 2021 (being the last practicable day prior to the publication of this notice) the Company's issued share capital comprised of 9,951,133 A Shares of 1p each, 6,805,351 B Shares and 21,099,963 Venture Shares of 1p each. Each A, B and Venture Shares carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company on 26 May 2021 is 37,856,447.

Documents available for inspection

Copies of the letters of appointment of each of the Directors and the Memorandum and Articles of Association of the Company, will be available for inspection at the registered office of the Company during usual business hours on any week day from the date of this notice until the date of the Annual General Meeting and at the place of the Annual General Meeting from at least 15 minutes prior to and until the conclusion of the Annual General Meeting.

Website publication

Information regarding the Meeting, including the information required by Section 311A of the Companies Act 2006, is available from https://www.triplepoint.co.uk/current-vcts/triplepoint-vct-2011-plc/s2539/.


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