TRIPLE POINT VCT 2011 PLC — Proxy Solicitation & Information Statement 2024

Sep 4, 2024

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 Venture VCT plc ("TPV"), 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 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.

Howard Kennedy Corporate Services LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for TPV and no-one else and will not, subject to the responsibilities and liabilities imposed by FSMA or the regulatory regime established thereunder, be responsible to any other person for providing advice in connection with any matters referred to herein.

Triple Point Venture VCT plc

(Registered in England and Wales with registered number 07324448)

General Meeting in connection with a recommended proposal to approve an offer agreement

Your attention is drawn to the letter from the Chair of TPV set out in Part II of this document which contains a recommendation to vote in favour of the Resolution. Your attention is also drawn to the risk factor 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 9.00 am on 26 September 2024 at 1 King William Street, London EC4N 7AF to approve the Resolution.

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 meeting (excluding weekends and public holidays), either by post or by hand (during normal business hours only) to TPV's Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY.

DIRECTORS, MANAGER AND ADVISERS	3
PART I – RISK FACTOR	4
PART II – LETTER FROM THE CHAIR	5
PART III – ADDITIONAL INFORMATION	7
PART IV – DEFINITIONS	13
NOTICE OF THE GENERAL MEETING	15

DIRECTORS, INVESTMENT MANAGER AND ADVISERS

Directors (all non-executive)	James Dominic Brooke (Chair) Julian Antony Bartlett Samantha Smith
all of: Registered Office	The Scalpel 18th Floor, 52 Lime Street London EC3M 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
Investment Manager	Triple Point Investment Management LLP 1 King William Street London EC4N 7AF
Administrator and Company Secretary	Hanway Advisory Limited The Scalpel 18th Floor, 52 Lime Street London EC3M 7AF
VCT Tax Adviser	Philip Hare & Associates LLP 6 Snow Hill London EC1A 2AY
Auditors	BDO LLP 55 Baker Street London W1U 7EU
Registrars	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 FACTOR

Shareholders and prospective Shareholders should consider carefully the following risk factor in addition to the other information presented in this document. If the risk described below was to occur, it could have a material effect on TPV's business, financial condition or results of operations. The risk and uncertainty described below is not the only one TPV, the Board or Shareholders will face. Additional risks not currently known to TPV or the Board, or that TPV or the Board currently believe are not material, may also adversely affect TPV's business, financial condition or results of operations. Shareholders and prospective 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 the Resolution to be proposed at the General Meeting. There can be no guarantee that this condition will be satisfied and if the Resolution is not passed the Offer will be withdrawn and the Company will be responsible for the costs of the proposals relating to the Offer (approximately £182,000).

PART II - LETTER FROM THE CHAIR

Triple Point Venture VCT plc

(Registered in England and Wales with registered number 07324448)

Directors: James Brooke (Chair) Julian Bartlett Samantha Smith

Registered Office: The Scalpel 18th Floor 52 Lime Street London EC3M 7AF

4 September 2024

Dear Shareholder

Recommended proposal to approve an offer agreement

Introduction

I am pleased to announce the unanimous recommendation of the Directors that TPV 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 £20 million. We are pleased with the returns for Shareholders to date and we are seeking to build on this success by raising further funds through the new Offer. Since its successful launch in 2018, the Venture Share Class has raised gross proceeds of £69.38 million. We seek to deliver strong returns for Shareholders by funding and supporting ambitious, innovative early-stage companies as they build new technologies that drive growth across the UK economy. Our investee companies span multiple sectors, from fintech to healthcare software, and have provided Shareholders with strong risk-adjusted returns over the life of TPV.

This document explains the Offer Agreement, pursuant to which the fee to Triple Point, TPV's investment manager, for promoting the Offer is payable and which is required to be approved by Shareholders under the UK Listing Rules.

Offer Agreement

Pursuant to an offer agreement (the "Offer Agreement") dated 4 September 2024 between TPV, the Directors, Howard Kennedy, Triple Point and members of the Investment Manager, Triple Point will, subject to the passing of the Resolution 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 New Venture Shares from Investors who have not invested their money through a financial intermediary/adviser and have invested directly into TPV (ii) 2.5% of the aggregate value of accepted applications for New 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 New Venture Shares from Investors who have invested their money through an Execution-Only Broker or who are professional Investors. Triple Point has agreed to indemnify TPV against the costs of the Offer excluding VAT exceeding 5.5% of the funds it raises, or such lower percentage as may be agreed by the Board and the Investment Manager. From this sum, Triple Point will discharge all external costs, including initial commissions and its own costs, in respect of the Offer but excluding any initial and ongoing charges agreed between an authorised financial adviser and the Investor.

The Offer Agreement, under which the Promoter Fee is payable, is a relevant related party transaction under the UK Listing Rules, being a transaction between TPV and Triple Point, its investment manager. The Offer Agreement is required to be aggregated under UK Listing Rules 8.2.7R(1) and 11.5.6R(1) with the offer agreement dated 22 September 2023, details of which are set out at paragraph 5.2 of Part III of this Circular, and is required to be approved under UK Listing Rule 11.5.5R by the Shareholders at the General Meeting. This is the subject of the Resolution.

General Meeting

Notice of the General Meeting is set out at the end of this document. The General Meeting will be held at 9.00 am on 26 September 2024 at 1 King William Street, London EC4N 7AF. The Offer and the Offer Agreement are conditional upon the Resolution being passed at the General Meeting.

An explanation of the Resolution is set out below.

General Meeting

The Resolution 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 pages 5. Triple Point is not a Shareholder and will not, therefore, vote on the Resolution at the General Meeting and, as a related party to TPV under the UK Listing Rules, has undertaken to take all reasonable steps to ensure that its associates will not vote on the Resolution at the General Meeting.

The Resolution is an ordinary resolution requiring the approval of a simple majority of 50% of the votes cast in respect of it.

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. Whether or not you propose to attend the General Meeting, you are requested to complete and return the relevant forms of proxy so as to be received not less than 48 hours before the time appointed for holding of the General Meeting (excluding weekends and public holidays). Completion and return of a form of proxy will not prevent you from attending and voting in person at the General Meeting should you wish to do so.

Recommendation

The Offer Agreement and the Resolution, in the Board's opinion, are in the best interests of the Shareholders as a whole.

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

Accordingly, the Board unanimously recommends Shareholders to vote in favour of the Resolution at the General Meeting.

Yours sincerely

James Brooke

Chair

PART III – ADDITIONAL INFORMATION

1. Responsibility

TPV and the Directors, whose names appear 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 3 September 2024 (being the latest practicable date prior to the publication of this document), the authorised and issued share capital of TPV was as follows:

Issued Nominal		Issued	Issued
Class of Share	value (£)	Number	Amount
Venture Shares	£0.01	72,891,300	£ 728,913.00

2.2 As at 3 September 2024 (being the latest practicable date prior to the publication of this document), no share or loan capital of TPV was under option or had been agreed, conditionally or unconditionally, to be put under option, nor did TPV 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 DTRs have, and, assuming: (1) a full subscription, including the over-allotment facility, and an allotment of 29,491,314 New Venture Shares at an Offer price of 101.724867 pence per New Venture Share under the Offer; and (2) that the cost of the Offer on aggregate (including any commission payable to an authorised financial adviser/ authorised introducer) are 5.5%, immediately following the Offer the Directors their immediate families and connected persons within the meaning of DTR 3 will have, the following interests in the share capital of TPV, the existence of which is known to or could with reasonable diligence be ascertained by that Director:

	Venture Shares Before Offer	% of Venture Shares
Julian Bartlett	56,861	Less than 0.1%
James Brooke	0	0%
Samantha Smith	0	0%
	Venture Shares After Offer	% of Venture Shares
Julian Bartlett	56,861	Less than 0.1%
James Brooke	49,152	Less than 0.1%
Samantha Smith	0	0%

• 3.2 None of the Directors has a service contract with TPV and no such contract is proposed. Each of the Directors has been appointed on terms which can be terminated by either party on three months' notice, pursuant to which they are required to devote such time to the affairs of TPV as the Board reasonably requires consistent with their role as a non-executive Director. The annual remuneration for Julian Bartlett is £22,000, the annual remuneration for James Brooke is £25,000 and the annual remuneration for Samantha Smith is £20,000. No amounts have been set aside or have been accrued by TPV to provide pension, retirement or similar benefits to the Directors.
• 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 TPV and which was effected by TPV in the year ended 29 February 2024 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

The provisions of DTR 3 will apply to TPV and its Shareholders. DTR 3 sets out the notification requirements for Shareholders and TPV where the voting rights of a Shareholder exceed, reach or fall below the threshold of 3% and each 1% thereafter up to 100%. TPV is not aware of any person who (i) at the date of this document and after the Offer has closed, has or will hold, directly or indirectly, voting rights representing 3% or more of the issued share capital of TPV to which voting rights are attached or (ii) could, directly or indirectly, jointly or severally, exercise control over TPV.

5. Material Contracts

The following are the only contracts (not being contracts entered into in the ordinary course of business) which have been entered into by TPV in the two years immediately preceding the date of this document or which are expected to be entered into prior to Admission and which are, or may be, material or which have been entered into at any time by TPV and which contain any provision under which TPV has any obligation or entitlement which is, or may be, material to TPV as at the date of this document:

5.1 Under an offer agreement dated 4 September 2024, between TPV, the Directors, Howard Kennedy, Triple Point and members of the Investment Manager, Howard Kennedy has agreed to act as sponsor to the Offer and Triple Point has agreed, as agent of TPV, to use its reasonable endeavours to procure subscribers for the New Venture Shares on the terms and subject to the conditions set out in the Prospectus. TPV will pay to Triple Point, subject to the approval of the Resolution at the General Meeting, a single fee equal to the aggregate of (i) 5.5% of the aggregate value of accepted applications for New Venture Shares from Investors who have not invested their money through a financial intermediary/adviser and have invested directly into TPV (ii) 2.5% of the aggregate value of accepted applications for New 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 New Venture Shares from Investors who have invested their money through an Execution-Only Broker or who are professional Investors. Triple Point has agreed to indemnify TPV against the costs of the Offer excluding VAT exceeding 5.5% of the funds it raises, or such lower percentage as may be agreed by the Board and the Investment Manager. From this sum, Triple Point will discharge all external costs, including initial commissions and its own costs, in respect of the Offer but excluding any initial and ongoing charges agreed between an authorised financial adviser and the Investor.

Under the Offer Agreement, which may be terminated by Howard Kennedy in certain circumstances of breach, Triple Point, the members of the Investment 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 TPV for the accounting year ending 28 February 2026. The liability of the Directors and the members of the Investment Manager in respect of a breach of a warranty or representation is limited to £12,500 each. TPV has also agreed to indemnify Howard Kennedy, in an amount up to the gross proceeds that can be raised under the Offer, 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.

5.2 An offer agreement dated 22 September 2023 (the "2023 Offer Agreement"), between TPV, the Directors, Howard Kennedy, Triple Point and members of the Investment Manager, under which Howard Kennedy agreed to act as sponsor to the 2023 Offer and Triple Point agreed, as agent of TPV, 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 2023 Offer (the "2023 Prospectus"). TPV paid Triple Point, a single fee equal to the aggregate of (i) 5.5% of the aggregate value of accepted applications for Venture Shares from investors subscribing under the 2023 Offer who have not invested their money through a financial intermediary/adviser and have invested directly into TPV (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. Triple Point agreed to indemnify TPV against the costs of the 2023 Offer excluding VAT exceeding 5.5% of the funds it raised, or such lower percentage as may be agreed by the Board and the Investment Manager. From this sum, Triple Point discharged all external costs, including initial commissions and its own costs, in respect of the 2023 Offer but excluding any initial and ongoing charges agreed between an authorised financial adviser and the investor.

Under the 2023 Offer Agreement, Triple Point, the members of the Investment Manager and the Directors gave certain warranties relating to the accuracy and completeness of the information contained in the 2023 Prospectus. Warranty claims must be made by no later than 30 days after the date of the publication of the audited accounts of TPV for the accounting year ending 28 February 2025. The liability of the Directors and the members of the Investment Manager in respect of a breach of a warranty or representation was limited to £12,500 each. TPV 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 2023 Offer Agreement. The warranties and indemnity were customary for this type of agreement.

5.3 An offer agreement dated 21 September 2022 (the "2022 Offer Agreement"), between TPV, the Directors, Howard Kennedy, Triple Point and members of the Investment Manager, under which Howard Kennedy agreed to act as sponsor to the 2022 Offer and Triple Point agreed, as agent of TPV, 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 2022 Offer (the "2022 Prospectus"). TPV paid Triple Point, a single fee equal to the aggregate of (i) 5.5% of the aggregate value of accepted applications for Venture Shares from investors subscribing under the 2022 Offer who have not invested their money through a financial intermediary/adviser and have invested directly into TPV (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. Triple Point agreed to indemnify TPV against the costs of the 2022 Offer excluding VAT exceeding 5.5% of the funds it raised, or such lower percentage as may be agreed by the Board and the Investment Manager. From this sum, Triple Point discharged all external costs, including initial commissions and its own costs, in respect of the 2022 Offer but excluding any initial and ongoing charges agreed between an authorised financial adviser and the investor.

Under the 2022 Offer Agreement, Triple Point, the members of the Investment Manager and the Directors gave certain warranties relating to the accuracy and completeness of the information contained in the 2022 Prospectus. Warranty claims must be made by no later than 30 days after the date of the publication of the audited accounts of TPV for the accounting year ending 29 February 2024. The liability of the Directors and the members of the Investment Manager in respect of a breach of a warranty or representation was limited to £12,500 each. TPV 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 2022 Offer Agreement. The warranties and indemnity were customary for this type of agreement.

5.4 An offer agreement dated 14 September 2021 (the "2021 Offer Agreement"), between TPV, the Directors, Howard Kennedy, Triple Point and members of the Investment Manager, under which Howard Kennedy agreed to act as sponsor to the 2021 Offer and Triple Point agreed, as agent of TPV, 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 2021 Offer (the "2021 Prospectus"). TPV paid Triple Point, a single fee equal to the aggregate of (i) 5.5% of the aggregate value of accepted applications for Venture Shares from investors subscribing under the 2021 Offer who have not invested their money through a financial intermediary/adviser and have invested directly into TPV (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. Triple Point agreed to indemnify TPV against the costs of the 2021 Offer excluding VAT exceeding 5.5% of the funds it raised, or such lower percentage as may be agreed by the Board and the Investment Manager. From this sum, Triple Point discharged all external costs, including initial commissions and its own costs, in respect of the 2021 Offer but excluding any initial and ongoing charges agreed between an authorised financial adviser and the investor.

Under the 2021 Offer Agreement, Triple Point, the members of the Investment Manager and the Directors gave certain warranties relating to the accuracy and completeness of the information contained in the 2021 Prospectus. Warranty claims must be made by no later than 30 days after the date of the publication of the audited accounts of TPV for the accounting year ending 28 February 2023. The liability of the Directors and the members of the Investment Manager in respect of a breach of a warranty or representation was limited to £12,500 each. TPV 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 2021 Offer Agreement. The warranties and indemnity were customary for this type of agreement.

5.5. Pursuant to an agreement dated 12 September 2023 between TPV, Triple Point and TPAL, Triple Point provides discretionary and advisory investment management services to TPV in respect of its portfolio of investments and TPAL arranges and executes investments (including divestment) on behalf of TPV.

The IMA provides for the following:

• TPV's Annual Running Costs will continue to be capped at 3.5% of TPV's NAV (excluding VAT 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;
• The Triple Point Group may 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 2018 Offer and, thereafter, will terminate on 12 months' notice by either party subject to earlier termination in certain circumstances;
• Triple Point shall appoint a suitably qualified depositary for TPV and for any custodian function not required by the AIFMD or the AIFM Regulations to be carried on by the depositary, Triple Point may, in consultation with TPV, additionally appoint a suitable person to act as custodian of TPV's assets. Triple Point will, in relation to TPV's assets, deal with the depositary (and custodian) in accordance with the AIFMD, the AIFM Regulations and procedures and controls set out in the IMA;
• Triple Point will receive investment management fees (exclusive of VAT) equal to 2% per annum of the TPV's NAV, payable quarterly in arrear; and
• Triple Point is entitled to a performance incentive fee in respect of the Venture Shares. 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 asset value at subscription 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 TPV. High water marks will apply such that any previous threshold pursuant to which a performance fee was paid must be exceeded in order for a subsequent performance fee to be paid.
• 5.6 The Directors' letters of appointment referred to in paragraph 3.2 above.
• 5.7 A depositary agreement (the "Depositary Agreement") dated 12 September 2023 between TPV, Triple Point and Indos Financial Limited (the "Depositary"), pursuant to which the Depositary provides cash monitoring, oversight and custodian duties in respect of the Company's investments (including all financial instruments and any other assets that the Company may invest in) as well as such other services as agreed by the parties to the Depositary Agreement (the "Services"). Pursuant to the Depositary Agreement, the Company's investments will be

held in the name of the Depositary or, subject to the provisions of the Depositary Agreement, in the name of a nominee acting for the Depositary or any third party.

The Depositary is a limited company registered in England and Wales with registration number 08255973, whose registered office is at The Scalpel, 18th Floor, 52 Lime Street, London EC3M 7AF. The Depositary is authorised and regulated by the FCA in the conduct of its regulated activity.

The Depositary is permitted to act as depositary of an alternative investment fund in accordance with FUND 3.11.10.

Under the Depositary Agreement TPV and Triple Point have given certain warranties, and TPV has given an indemnity, to the Depositary, and the Depositary has given certain warranties to TPV and Triple Point, which are in usual form for a contract of this type. The Depositary Agreement can be voluntarily terminated by the Depositary on 3 months prior written notice, or, where applicable, such later time as an appointment of a successor depositary takes effect and by TPV on 3 months prior written notice, subject to earlier termination in certain circumstances. The Depositary is entitled to receive a fee of £30,000 per annum in respect of the Services, as adjusted per year in accordance with a schedule to the Depositary Agreement, such adjustment in any given year not to exceed 8 per cent.

5.8 An administration agreement dated 12 September 2023 between TPV and Hanway Advisory Limited ("Hanway") pursuant to which Hanway provides (i) administration services to TPV for a fee payable quarterly in arrear of 0.25% (plus VAT) of TPV's NAV per annum and (ii) company secretarial services to TPV for a fee of £20,000 (plus VAT) per annum. This agreement will terminate on 12 months' notice by either party subject to earlier termination in certain circumstances.

6. Other

• 6.1 TPV 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. TPV is domiciled in England.
• 6.2 Statutory accounts of TPV for the year ended 29 February 2024 in respect of which TPV's auditors, BDO LLP, have 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 and above, the fees paid to the Directors as detailed in paragraph 3.2 above, the fees payable to the Investment Manager for investment adviser services under the IMA and the fees payable to the Investment Manager under the 2023 Offer, there have been no other related party transactions or fees paid by the Company since 29 February 2024 to the date of this document.
• 6.4 Save in respect of the net proceeds of £9.84 million that were raised under the 2023 Offer, there has been no significant change in the financial or trading position of TPV since 29 February 2024, the date to which the last audited financial information of TPV has been published.
• 6.5 There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which TPV 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 TPV's financial position or profitability.
• 6.6 TPV 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 6 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. Documents Available for Inspection

Copies of the following documents will be available for inspection during normal business hours on any day (Saturdays, Sundays and public holidays excepted) from the date of this document until the conclusion of the General Meeting at the registered office of TPV:

• 7.1 the Articles;
• 7.2 the audited report and accounts of TPV for the financial year ended 29 February 2024;
• 7.3 the Prospectus; and
• 7.4 this document.

4 September 2024

PART IV – DEFINITIONS

"2021 Offer"	the offer for subscription for Venture Shares in respect of the 2021/2022 and 2022/2023 tax year as described in the prospectus issued by TPV on 15 September 2021
"2022 Offer"	the offer for subscription for Venture Shares in respect of the 2022/2023 and 2023/2024 tax year as described in the prospectus issued by TPV on 21 September 2022
"2023 Offer"	the offer for subscription for Venture Shares in respect of the 2023/2024 and 2024/2025 tax year as described in the prospectus issued by TPV on 22 September 2023
"Admission"	the admission of the New Venture Shares allotted pursuant to the Offer to a listing on the Official List and to trading on the London Stock Exchange's main market for listed securities
"AIFMD"	the European Union's Alternative Investment Fund Managers Directive (No. 2011/61/EU) as amended by the Alternative Investment Fund Managers (Amendment) (EU Exit) Regulations 2019 (UK AIFMD)
"AIFM Regulations"	means the Alternative Investment Fund Managers Regulations 2013 (SI 2013/1773), as amended
"Annual Running Costs"	annual costs and expenses incurred by TPV in the ordinary course of its business (including irrecoverable value added tax)
"Articles"	the articles of association of TPV, as amended from time to time
"Board" or "Directors"	the board of directors of TPV
"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
"DTR"	the disclosure & 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 1986 (as amended)
"FUND"	the Investment Funds sourcebook which forms part of the FCA Handbook
"General Meeting"	the general meeting of TPV convened for 26 September 2024 (or any adjournment thereof)
"Howard Kennedy"	Howard Kennedy Corporate Services LLP
"IMA"	the agreement dated 12 September 2023 between TPV, Triple Point and TPAL under which Triple Point provides discretionary and advisory investment management services to TPV in respect of its portfolio of investments and TPAL arranges and executes investments (including divestment) on behalf of TPV
Investor	a subscriber for New Venture Shares
"ITA 2007"	Income Tax Act 2007 (as amended)
"London Stock Exchange"	London Stock Exchange plc

"NAV" or "net asset value"	net asset value
"New Venture Shares"	the Venture Shares to be issued under the Offer
"Offer"	the offer for subscription by TPV as detailed on page 5
"Offer Agreement"	the offer agreement dated 4 September 2024, between TPV, the Directors, Howard Kennedy, Triple Point and members of the Investment Manager
"Official List"	the official list of the FCA
"Promoter Fee"	the fee payable by TPV to Triple Point for promoting the Offer, details of which are set out on page 5
"Prospectus"	the prospectus issued by TPV dated 4 September 2024
"Prospectus Rules"	the prospectus rules of the FCA
"Resolution"	the resolution to be proposed at the General Meeting
"Shareholder"	a holder of Shares
"TPAL"	Triple Point Administration LLP
"TPIM" "Triple Point" or " Investment Manager"	Triple Point Investment Management LLP of 1 King William Street, London EC4N 7AF
"TPV"	Triple Point Venture VCT plc
"Triple Point Group"	TPIM, Triple Point LLP and TPAL
"UK"	the United Kingdom
"UK Listing Rules"	the listing rules of the FCA
"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 Shares"	Venture ordinary shares of 1 pence each in the capital of TPV

TRIPLE POINT VENTURE VCT PLC

(Registered in England and Wales with registered number 07324448)

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a General Meeting of Triple Point Venture VCT plc ("TPV") will be held at 1 King William Street, London EC4N 7AF at 9.00 am on 26 September 2024 for the purposes of considering and, if thought fit, passing the following resolution, which will be proposed as an ordinary resolution:

Ordinary Resolution

That, the Offer Agreement, pursuant to which the Promoter Fee is payable to Triple Point, details of which are set out on page 5 of the circular issued to TPV's shareholders dated 4 September 2024 (the "Circular"), be approved.

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

Dated 4 September 2024

By order of the Board

Hanway Advisory Limited Company Secretary

Registered Office

The Scalpel 18th Floor 52 Lime Street London EC3M 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) Any member of TPV 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 TPV 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 Chair or another person as his proxy although the Chair 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 Chair) and give instructions directly to that person. If you are not a member of TPV but you have been nominated by a member of TPV 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, TPV 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 TPV or the good order of the General Meeting that the question be answered.
• (b) To be valid, a Form of Proxy and the power of attorney or other written authority, if any, under which it is signed or an office or notarially certified copy or a copy certified in accordance with the Powers of Attorney Act 1971 of such power and written authority, must be delivered to TPV'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. A proxy may be submitted electronically using the following link: www.investorcentre.co.uk/eproxy. In the case of a poll taken more than 48 hours (excluding weekends and public holidays) after it is demanded, the document(s) must be delivered as aforesaid not less than 24 hours (excluding weekends and public holidays) before the time appointed for taking the poll, or where the poll is taken not more than 48 hours (excluding weekends and public holidays) after it was demanded, be delivered at the meeting at which the demand is made.
• (c) In order to revoke a proxy instruction a member will need to inform TPV by sending a signed hard copy notice clearly revoking the proxy appointment to TPV'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 (d) directly below, the proxy appointment will remain valid.

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)

• (d) Completion and return of a Form of Proxy will not preclude a member of TPV from attending and voting in person. If a member appoints a proxy and that member attends the General Meeting in person, the proxy appointment will automatically be terminated.
• (e) Copies of the Directors' letters of appointment and a copy of the current Articles will be available for inspection at the registered office of TPV 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.
• (f) Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, TPV has specified that only those holders of TPV's shares registered on the Register of Members of TPV as at 9.00 am on 24 September 2024 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 9.00 am on 24 September 2024 or, in the event that the General Meeting is adjourned, on the Register of Members less than 48 hours before the time of any adjourned meeting, shall be disregarded in determining the right of any person to attend and vote at the General Meeting.
• (g) 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.
• (h) As at 3 September 2024, TPV's issued share capital comprised 72,891,300 Venture Shares. The total number of voting rights in TPV as at 3 September 2024 is 72,891,300. The website referred to above will include information on the number of Shares and voting rights.
• (i) 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 TPV 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 TPV remains the Relevant Member (or, perhaps your custodian or broker) and you should continue to contact them (and not TPV) regarding any changes or queries relating to your personal details and your interest in TPV (including any administrative matters). The only exception to this is where TPV expressly requests a response from you.
• (j) A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, the proxy will vote or abstain from voting at his or her discretion. The proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the General Meeting.
• (k) Except as provided above, members who have general queries about the General Meeting should call Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY on 0370 703 0150 (no other methods of communication will be accepted).
• (l) Members may not use any electronic address provided either in this notice of the General Meeting, or any related documents (including the Chair's letter and proxy form), to communicate with TPV for any purposes other than those expressly stated.