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Volta Finance Ltd.

AGM Information Dec 8, 2025

9950_agm-r_2025-12-08_d9300bde-66fa-4d3a-a3be-e2504c345cad.pdf

AGM Information

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VOLTA FINANCE LIMITED ANNUAL GENERAL MEETING 4 DECEMBER 2025 – SCHEDULE OF PROXY VOTES RECEIVED

ORDINARY RESOLUTIONS FOR AGAINST WITHHELD TOTAL VOTES
(excl. votes withheld)
1 To adopt the audited financial statements of the Company for the year ended 31 July 2024, including the
reports of the Board of Directors of the Company (the "Board") and the Auditor (together the "Accounts").
9,200,867
(100%)
0
(0%)
0 9,200,867
2 To appoint Deloitte LLP
as the Company's Auditor to hold office until the conclusion of the next AGM.
9,200,867
(100%)
0
(0%)
0 9,200,867
3 To authorise the Board to negotiate and fix the remuneration of the Auditor in respect of the year ending
31 July 2025.
9,200,867
(100%)
0
(0%)
0 9,200,867
4 To re-elect Dagmar Kershaw as an Independent Director of the Company. 9,200,254
(100%)
0
(0%)
613 9,200,254
5 To re-elect Yedau Ogoundele as an Independent Director of the Company. 9,200,867
(100%)
0
(0%)
0 9,200,867
6 To re-elect Joanne Peacegood as an Independent Director of the Company. 9,200,867
(100%)
(0%) 0 9,200,867
7 To
elect Simon Holden as an Independent Director of the Company.
9,200,867
(100%)
0
(0%)
0 9,200,867
8 To approve the quarterly dividend policy of paying approximately 8% of NAV per annum, absent of a
notable change in circumstances, with a dividend payment date in January, April, July and October.
9,200,867
(100%)
0
(0%)
0 9,200,867
SPECIAL BUSINESS -
SPECIAL RESOLUTION
FOR AGAINST WITHHELD TOTAL VOTES (excl.
votes withheld)
9 THAT
in accordance with Article 5(7) of the Articles, the Board be and is hereby authorised to issue equity
securities (within the meaning of the Articles) as if Article 5(2) of the Articles did not apply to any such
issue, provided that this power shall be limited to the issue of up to a maximum number of 3,658,058
Ordinary shares (being not more than 10% of the number of Ordinary shares in issue as at the date of this
notice) or such other number being not more than 10% of the Ordinary shares in issue at the date of the
AGM, whether in respect of the sale of shares held as treasury shares, the issue of newly created shares
or the grant of rights to subscribe for, or convert securities into, shares which, in accordance with the
Listing Rules, could only be issued at or above net asset value per share (unless offered pro rata to existing
9,195,670
(99.95%)
5,000
(0.05%)
197 9,200,670

VOLTA FINANCE LIMITED ANNUAL GENERAL MEETING 4 DECEMBER 2025 – SCHEDULE OF PROXY VOTES RECEIVED

Shareholders or pursuant to further authorisation by Shareholders). This authority will expire on the
conclusion of the next AGM of the Company unless previously renewed, varied or revoked by the
Company at a general meeting, save that the Company shall be
entitled to make offers or agreements
before the expiry of such power which would or might require equity securities to be allotted after such
expiry and the Directors shall be entitled to allot equity securities pursuant to any such offer or agreement
as
if the power conferred hereby had not expired.
SPECIAL BUSINESS -
ORDINARY RESOLUTION
AGAINST WITHHELD TOTAL VOTES (excl.
votes withheld)
10 THAT
the Company be generally and unconditionally authorised to make market purchases, for the
purposes of Section 315 of the Companies (Guernsey) Law, 2008 (as amended), of Ordinary shares in
the Company on such terms and in such manner as the Directors may from time to time determine,
provided that:
9,197,867
(99.97%)
3,000
(0.03%)
0 9,200,867
(a)
the maximum number of Ordinary shares hereby authorised to be acquired is 5,483,429,
representing not more than 14.99% of the issued Ordinary share capital of the Company as at the
date of this notice;
(b)
the minimum price (excluding expenses) payable by the Company for each Ordinary share is €0.01.
The maximum price (excluding expenses) which may be paid for any such Ordinary share is the
higher of (i) an amount equal to 105% of the average of the middle market quotations for an
Ordinary share in the Company as derived from The London Stock Exchange Daily Official List for
the five business days immediately preceding the day on which such share is contracted to be
purchased; and (ii) the amount stipulated by Article 3(2) of the EU Buy-back and Stabilisation
Regulation (2016/1052/EU) being the higher of the price of the last independent trade and the
highest current independent bid for an Ordinary share in the Company on the trading venues
where the market purchases by the Company pursuant to the authority conferred by this
resolution will be carried out (provided that
(ii) shall not apply where the purchases would not
bear the risk of breaching the prohibition on market abuse);
(c)
the authority hereby conferred shall expire at the end of the next Annual General Meeting of the
Company unless previously renewed, varied or revoked by the Company in general meeting; and
(d)
the Company may make a contract to purchase the Ordinary shares under the authority hereby
conferred prior to the expiry of such authority, which contract will or may be executed wholly or
partly after the expiry of such authority, and may purchase its Ordinary shares in pursuance of any
such contract.

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