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TRIPLE POINT VCT 2011 PLC — Proxy Solicitation & Information Statement 2026
Jul 6, 2026
4890_agm-r_2026-07-06_de9dfe46-be17-46e5-b953-741c3cd818c5.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 any matter referred to in this document or as what action to take you should consult your stockbroker, solicitor, accountant or other independent adviser authorised under the Financial Services and Markets Act 2000 (as amended).
If you have sold or transferred all of your shares in Triple Point Venture VCT plc, you should forward this document, together with the accompanying Form of Proxy, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale, transfer or disposal was effected for onward transmission to the purchaser or transferee, except that this document should not be sent to any jurisdiction under any circumstances where to do so might constitute a violation of any legal or regulatory requirement. If you have sold, transferred or otherwise disposed of only part of your holding of ordinary shares in the Company, you should retain this document and the accompanying Form of Proxy and consult the stockbroker, bank or other agent through whom you effected the sale, transfer or disposal.

Triple Point. Venture VCT plc
(incorporated in England and Wales with registered number 07324448)
Notice of Annual General Meeting
Notice of the Annual General Meeting which has been convened for Friday 31 July 2026 at 09.00am at the offices of Triple Point Investment Management LLP, 1 King William Street, London EC4N 7AF is set out on pages 4 to 5.
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 9.00am on 29 July 2026.
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Triple Point.
Triple Point Venture VCT plc
The Scalpel, 18th Floor
52 Lime Street, London
EC3M 7AF
United Kingdom
T +44 (0)20 7201 8989
www.triplepoint.co.uk
Directors
Jamie Brooke (Chair)
Julian Bartlett
Sam Smith
6 July 2026
Dear Shareholder,
Notice of Annual General Meeting
The Annual General Meeting (the “AGM”) of Triple Point Venture VCT plc (the “Company” or “TPV”) will be held at the offices of Triple Point Investment Management LLP, 1 King William Street, London, EC4N 7AF at 09.00am on Friday 31 July 2026 and electronically via the Lumi electronic meeting platform. The formal notice of the AGM and the full text of the resolutions to be proposed are set out on pages 4 to 5 of this document.
The Explanatory Notes on pages 6 to 9 set out the details of all resolutions.
The Board recognises the importance of the AGM to shareholders and is committed to ensuring that all shareholders can engage fully in the business of the meeting. The Board believes that a hybrid format offers significant benefits in maximising shareholder participation, particularly for those who are unable to attend in person. It also acknowledges the environmental advantages of holding the meeting in this way.
Accordingly, for this year’s AGM, shareholders may choose to attend and vote either in person or online. Shareholders attending online will be able to watch the live AGM broadcast, ask questions, and vote in real time. Detailed information on how to join the AGM are set out on page 9.
If you are unable to attend the AGM in person or online, and 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 9.00am on Wednesday 29 July 2026.
Alternatively, a proxy appointment or instruction may be submitted electronically using the following link: www.eproxyappointment.com. This must be received no later than 9.00am on Wednesday 29 July 2026. Please be aware that the deadline for voting through platforms may be earlier than the Company’s proxy voting deadline.
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,
Jamie Brooke
Chair
Triple Point Venture VCT plc registered in England & Wales no. 7324448 Registered office: The Scalpel, 18th Floor, 52 Lime Street, London, EC3M 7AF, United Kingdom
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Triple Point Venture VCT PLC (the "Company" or "TPV") will be held at 09.00 am on Friday 31 July 2026 at the offices of Triple Point Investment Management LLP, 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 11 will be proposed as ordinary resolutions and resolutions 12 to 17 will be proposed as special resolutions.
For further information on all resolutions, please refer to the Explanatory Notes which can be found on pages 6 to 8.
Ordinary Resolutions
Reports and Accounts
- To receive the audited Financial Statements of the Company for the financial year ended 28 February 2026 and the reports of the Directors and Auditors on those Financial Statements (the "2026 Annual Report and Accounts").
Directors' Remuneration Report
- To approve the Directors' Remuneration Report (excluding the part containing the Director's Remuneration Policy) contained within the 2026 Annual Report and Accounts.
Remuneration Policy
- To approve the Directors' Remuneration Policy contained in 2026 Annual Report and Accounts.
- To approve an increase in the maximum level of the Directors' annual base remuneration fees to an aggregate of £150,000, with effect from 1 March 2026.
Directors
- To re-elect Jamie Brooke as a Director of the Company.
- To re-elect Julian Bartlett as a Director of the Company.
- To re-elect Sam Smith as a Director of the Company.
Auditors
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To re-appoint Deloitte 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.
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To authorise the Audit Committee to determine the Auditors' remuneration.
Directors' Authority to Allot Shares
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That the Directors be generally and unconditionally authorised for the purposes of 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 £450,000 in connection with offers for subscription, representing approximately 34.03% of the issued share capital of the Company as at 3 July 2026, being the latest practical date prior to publication of this document, provided that the authority conferred by this Resolution 10 shall expire at the conclusion of the next AGM of the Company or on the date falling fifteen months after the date of this resolution, whichever is the later (unless previously renewed, varied or revoked by the Company in a general meeting).
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That the Directors be generally and unconditionally authorised for the purposes of Section 551 of the Companies Act 2006 ("the Act") to exercise all of the powers of the Company to allot and issue Venture Shares in connection with the Company's dividend reinvestment scheme (the "DRIS") up to an aggregate nominal amount of £25,000, representing approximately 1.89% of the share capital in issue as at 3 July 2026 being the latest practical date prior to publication of this document, provided that the authority conferred by this Resolution 11 shall expire at the conclusion of the next AGM of the Company or on the date falling fifteen months after the date of this resolution, whichever is the later (unless previously renewed, varied or revoked by the Company in a general meeting).
Special Resolutions
Disapplication of pre-emption rights
- That, subject to the passing of resolution 10 above, the Directors be generally and unconditionally authorised 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 10(a) above as if Section 561(1) of
the Act did not apply to such allotments, provided that the power provided by this Resolution 12 shall expire at the conclusion of the next Annual General Meeting of the Company or on the date falling fifteen months after the date of this resolution, whichever is the later (unless previously renewed, varied or revoked by TPV in general meeting).
- That, the Directors be generally and unconditionally authorised pursuant to Sections 570 and 573 of the Act to allot or make offers to 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 pursuant to Resolution 10(b), as if Section 561(1) of the Act did not apply to such allotment, provided that the power provided by this Resolution 13 shall expire at the conclusion of the next AGM of the Company or on the date falling fifteen months after the date of this resolution, whichever is the later (unless previously renewed, varied or revoked by TPV in general meeting) and provided further that this power shall be limited to the allotment and issue of Venture Shares in connection with DRIS up to an aggregate nominal amount of £25,000, representing approximately 1.89% of the share capital in issue as at 3 July 2026.
Authority to purchase own shares
- That the Company be generally and unconditionally authorised in accordance with section 701 of the Act to make one or more market purchases (as defined in section 693(4) of the Act) of fully paid Venture Shares of 1p provided that:
(a) the maximum aggregate number of Venture Shares authorised to be purchased is an amount equal to 10% of the Issued Venture Shares (equated to 13,225,358 Venture Shares) as at the date of this Resolution.
(b) the maximum price which may be paid for Venture Share is an amount, exclusive of expenses, equal to 105% of the average of the middle market prices for the Venture Shares as derived from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day on which that Venture Share (as applicable) is purchased; and
(c) this authority shall expire either at the conclusion of the next AGM 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.
Cancellation of the share premium account of the Company
- That, subject to the sanction of the High Court, the amount standing to the credit of the share premium account of the Company, at the date an order is made confirming such cancellation by the Court, be and hereby is cancelled, and the amount by which the share capital is so reduced be credited to a reserve of the Company.
Amendment to the Company's Articles of Association
- That, the Articles of Association produced to the meeting and, for the purposes of identification, initialled by the Chair of the Company be adopted as the new Articles of Association of the Company in substitution for, and to the exclusion of, the Company's existing Articles of Association.
Notice period for general meetings other than annual general meetings
- That a general meeting, other than an Annual General Meeting, may be called on not less than 14 clear days' notice.
By Order of the Board
Hanway Advisory Limited
Company Secretary
Registered Office:
The Scalpel, 18th Floor
52 Lime Street
London
EC3M 7AF
(Company Number: 07324448)
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Explanatory Notes
An explanation of each of the resolutions is set out below.
Resolutions 1 to 11 (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 12 to 17 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 2026.
Resolution 2, in line with current legislation, 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 in the 2026 Annual Report and Accounts on pages 55 to 59.
Resolutions 3 and 4 – Directors’ Remuneration Policy and increase of the maximum level of the Directors’ annual base remuneration fees to an aggregate of £150,000, with effect from 1 March 2026
Resolution 3 is an ordinary resolution on the Directors’ remuneration policy, as set out on page 56 of the 2026 Annual Report and Accounts.
The current Directors’ remuneration policy was last put to shareholders, and approved, at the annual general meeting of the Company held in July 2023, and as the Company intends to put forward the Directors’ remuneration policy for approval every three years, it is being put to shareholders at the 2026 AGM. The Company is therefore seeking shareholder approval of the Remuneration Policy at this year’s AGM. There has been no material change to the policy since its approval in 2023.
The Board is also recommending an increase of the aggregate annual Directors’ remuneration limit from £100,000 to £150,000 to be put forward to shareholders for approval, by way of an ordinary resolution, at the AGM. This increase reflects the current inflationary environment and will help to ensure there is sufficient headroom should the Board decide to recruit additional Directors in the future.
Resolution 5 to 7 – Directors
These resolutions are to approve the proposed re-election of the Directors of the Board. In accordance with provision 23 of the AIC Code of Corporate Governance (published in August 2024), all Directors will be subject to annual 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:
(i) the Board maintains a diverse balance of skills, knowledge, backgrounds and capabilities leading to effective decision-making;
(ii) each Director is able to commit the appropriate time necessary to fulfilling their roles; and
(iii) 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:
Jamie Brooke – Independent Non-Executive Chair
Jamie is the Chair of the Board of the Company. He has gained over 25 years’ investment experience throughout his career. He previously worked at 3i and Quester in the venture and leveraged buyout divisions, and was formerly lead fund manager for the Hanover Catalyst Fund, prior to which he was at Lombard Odier where, as a fund manager, he specialised in strategic UK small cap equity investing, having moved with the Volantis
team from Henderson Global, and before that, Gartmore. Jamie has held directorships on over 20 boards, and is currently on the Board of Kelso Group Holdings plc, Flowtech Fluidpower plc, Chapel Down Group plc and Oryx International Growth Fund.
Julian Bartlett – Independent Non-Executive Director
Julian has significant financial, assurance and advisory experience gained from over 30 years as a Partner at Grant Thornton UK LLP and from former roles at RSM Robson Rhodes and Deloitte. He specialised in financial services throughout his career, with a focus on investment management. He is the Chair of Invesco Fund Managers Limited, and a Director of Unicorn AIM VCT plc and Lindsell Train Limited. Julian is a Fellow of the Institute of Chartered Accountants in England and Wales.
Sam Smith – Independent Non-Executive Director
Sam Smith is an entrepreneur with over 25 years' business and capital markets experience and specialises in advising small and mid-cap growth companies. Sam was previously Chief Executive Officer of FinnCap Group PLC which, under her leadership, has become one of the largest brokers for companies listed on the Alternative Investment Market ("AIM") of the London Stock Exchange. Sam is currently a non-executive director of Solid State PLC listed on AIM, Sumer Group Holdings Ltd, a professional services firm supporting SMEs with accounting and other services, Griffin Markets Limited, an OTC wholesale European energy trading business and is co-founder of The SuperScalers.
Auditors
Resolution 8
The Company is required to appoint an auditor at each general meeting at which the accounts are laid, to hold office until the conclusion of the next such meeting. The Company's Audit Committee has recommended to the Board the re-appointment of Deloitte LLP and the Board has endorsed this recommendation. This resolution therefore proposes the re-appointment of Deloitte LLP as the auditor of the Company.
Resolution 9
This resolution is to authorise the Audit Committee to determine the remuneration of the Auditors.
Resolution 10 – 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 £450,000 (45,000,000 Venture Shares), which is equivalent to approximately 34.03% of the issued share capital of the Company as at 3 July 2026 (being the last practicable day prior to the publication of this notice).
The authority will expire at the conclusion of the Company's 2027 AGM or the expiry of fifteen months following the passing of resolution 10, whichever is later (unless previously renewed, varied or revoked by the Company in a general meeting).
Resolution 11 – Authority to allot shares under the DRIS
The purpose of this resolution is to provide the Directors with authority to allot shares pursuant to the DRIS. 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 provides the Directors with authority to allot shares pursuant to the DRIS. The authority in this resolution will, in addition to existing authorities, allow the Directors to allot new Venture 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 £25,000 (2,500,000 Venture Shares), which is equivalent to approximately 1.89% of the issued share capital of the Company as at 3 July 2026 (being the last practicable day prior to the publication of this notice).
The authority will expire at the conclusion of the Company's 2027 AGM or the expiry of fifteen months following the passing of resolution 11, whichever is later (unless previously renewed, varied or revoked by the Company in a general meeting).
Resolution 12 – Disapplication of pre-emption rights
If the Directors wish to exercise the authority under Resolution 10 to allot new shares, company law ordinarily requires that these shares are first offered to existing shareholders in proportion to their existing holdings.
Resolution 12 would, in addition to existing authorities, authorise the Directors to allot new shares pursuant to the authority given under Resolution 10 whilst disapplying these preemption rights. The authority will be limited to the allotment of shares for cash or sale of treasury shares for cash up to an aggregate nominal value of £450,000 which is equivalent to approximately 34.03%. Of the Company's issued ordinary share capital as at 3 July 2026 (being the latest practicable date prior to the publication of this notice).
If given, the authority contained in resolution 12 will expire at the conclusion of the 2027 AGM or on 31 October 2027 (the date which is 15 months after the passing of the resolution), whichever is later (unless previously renewed, varied or revoked by TPV in general meeting).
Resolution 13 – Disapplication of pre-emption rights under the DRIS
If the Directors wish to exercise the authority under Resolution 13 to allot new Venture shares pursuant to the DRIS, company law ordinarily requires that these shares are first offered to existing shareholders in proportion to their existing holdings.
Resolution 13 would, in addition to existing authorities, authorise the Directors to allot new shares pursuant to the authority given under Resolution 11 whilst disapplying these pre-emption rights. The authority will be limited to the allotment of Venture shares pursuant to the DRIS up to an aggregate nominal value of £25,000 which is equivalent to approximately 1.89% of the Company's issued ordinary share capital as at 3 July 2026 (being the latest practicable date prior to the publication of this notice).
The authority will expire at the conclusion of the 2027 AGM or on 31 October 2027 (the date which is 15 months after the passing of the resolution), whichever is later (unless previously renewed, varied or revoked by TPV in general meeting).
Resolution 14 – Authority to Purchase of own shares
The Company's members are being asked to renew the Director's authority to make market purchases of up to 13,225,358 Venture Shares (excluding shares held in treasury) of the Company (which represents 10% of the issued share capital of the Company as at 3 July 2026 and the Resolution sets out the minimum and maximum process that can be paid, exclusive of expenses.
Any 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 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.
Resolution 15 – to cancel the share premium of the Venture share class
The purpose of the proposed cancellation of the share premium account in relation to the Venture ordinary share class is to enable the Company to create additional distributable reserves.
Resolution 16 – Amendment of the Articles of Association of the Company
Under resolution 16, the Company is proposing to adopt new articles of association in substitution for the existing articles of association. The principal changes introduced by the new articles of association are to ensure that there is sufficient flexibility to allow the Company to hold a fully virtual annual general meeting or general meeting if the Board decided in the future that this was appropriate. This would not affect the Company continuing to hold physical meetings or hybrid meetings, where participants can attend either physically or remotely. The articles are also being changed to increase the aggregate annual Directors' remuneration limit, as detailed in Resolution 4 above.
A copy of the Company's existing articles of association and the proposed new articles of association marked to show all the changes will be available for inspection during normal business hours (excluding Saturdays, Sundays and bank holidays) at the Company's registered office from the date of this notice of meeting until the close of the meeting. The proposed new articles of association will also be available for inspection at the annual general meeting at least 15 minutes prior to the start of the meeting and up until the close of the meeting.
Resolution 17 – 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:
(i) Shareholders approve a shorter notice period, which cannot be less than 14 clear days; and
(ii) 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
Entitlement to attend and vote
Only those members registered in the Company's register of members at close of business on 29 July 2026 (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 the AGM in person
A form of identification should be presented if you wish to attend the Meeting in person.
Attending the AGM electronically
To join the AGM electronically on the day, members will be required to access the AGM platform hosted by Lumi. This can be accessed by visiting https://meetings.lumiconnect.com/100-551-279-814 on a PC, laptop or internet-enabled device such as a tablet or smartphone using the latest versions of the most well-known internet browsers such as Chrome, Edge, Firefox and Safari.
You will be prompted to enter your Shareholder Reference Number (SRN) and PIN, which can be found on the form of proxy that sent to you with 2026 Annual Report and Accounts communication.
Access to the AGM platform will be available from 8:30am on Friday 31 July 2026, 30 minutes before the AGM begins. Please note that your ability to vote will not be enabled until the Chair formally declares the poll open. If you experience any difficulties in accessing the AGM electronically, please contact Computershare at their Shareholder Helpline 44 (0370) 703 0150 or https://www.computershare.com/uk/contact-us.
An active internet connection is required at all times in order to allow you to participate fully in the AGM, cast your vote, submit questions and watch the online broadcast of the meeting. It is your responsibility to ensure you remain connected for the duration of the meeting.
How to ask questions
Questions can be submitted in two ways:
- To submit a written question, select the Messaging icon from the navigation bar and enter your question in the 'Ask a question' box. Click Send to submit your question.
- To ask a question verbally, click the Request to Speak button in the top-right corner of the broadcast window. Follow the on-screen instructions to join the speaking queue.
How to vote
Once the Chair opens voting, the Voting tab will automatically appear in the navigation bar. The Resolutions along with the For, Against and Withheld voting options will be displayed. To cast your vote, simply select your preferred option.
There is no Submit button. You may change your vote as many times as you wish until the Chair declares voting closed. To withdraw your vote and remove your selection, click Cancel.
To vote in the same way on all resolutions, select the Vote All option at the top of the screen.
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.
Further information about the AGM
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 09:00 am on 29
July 2026 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.
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.
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 address.
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.
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Shareholders may submit questions to the Board in advance of the AGM by emailing such questions to [email protected].
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.
Nominated Persons
If you are a person who has been nominated under Section 146 of the Act to enjoy information rights (Nominated Person):
(i) 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
(ii) 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:
(i) 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, c/o JTC The Scalpel, 18th Floor 52 Lime Street London EC3M 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;
(ii) 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;
(iii) must be authenticated by the person or persons making it; and
(iv) 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: (i) 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/or (ii) 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 properly be proposed or a matter may properly be included in the business unless:
(i) (in the case of a resolution only) it would, if passed, be ineffective;
(ii) It is defamatory of any person; or
(iii) It is frivolous or vexatious.
Such a request:
(i) may be in hard copy form or in electronic form;
(ii) must identify the resolution of which notice is to be given or the matter to be included in the business;
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(iii) must be authorised by the person or persons making it, must be received by the Company not later than 26 June 2026, being the date six clear weeks before the meeting; and
(iv) (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.
Total Voting Rights
As at 3 July 2026 (being the last practicable day prior to the publication of this notice) the Company's issued share capital comprised 132,253,589 Venture Shares of 1p each. Each 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 3 July 2026 is 132,253,589.
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/triple-point-venture-vct-plc/s2539/.
Documents available for inspection
The following documents will be available for inspection at the Company's Registered Office of the during usual business hours on any weekday (Saturdays, Sundays and bank holidays excluded) until the date of the meeting and also on the date and at the location of the meeting from 15 minutes before the AGM until it ends:
- copies of the letters of appointment of each of the non-executive Directors;
- copies of the Articles of Association of the Company and copies of the Articles of Association marked up to show the changes that are proposed to be made pursuant to Resolution 16 at the AGM; and
- register of directors' interests.
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Annex: Terms and Conditions of the Dividend Reinvestment Scheme
- Elections to participate in the Scheme should be addressed to the Scheme Administrator, Computershare Investor Services plc ("Scheme Administrator") in accordance with condition 11 and will only be effective for dividends to be paid 15 days following receipt of the election by the Scheme Administrator.
2.
a. The Company, acting through the Scheme Administrator, shall have absolute discretion to accept or reject elections. An applicant shall become a member of the Scheme upon acceptance of his or her election by the Scheme Administrator on the Company's behalf ("Participants"). The Scheme Administrator will provide written notification if an election is rejected. Only registered Venture Shareholders of the Company ("Venture Shareholders") may join the Scheme.
b. The Company shall apply dividends to be paid to Participants on Venture Shares in the Company ("Venture Shares") in respect of which an election has been made in the allotment of further Venture Shares. The Scheme Administrator shall not have the discretion, and Participants may not instruct the Scheme Administrator, to apply those dividends ("funds") towards any investments other than investment in Venture Shares as set out in this condition 2(b).
c. Participants who are Venture Shareholders may only participate in the Scheme if all Venture Shares registered in their name are mandated to the Scheme.
d. By joining the Scheme, Participants instruct the Scheme Administrator that the mandate will apply to the full number of Venture Shares held by them in respect of which the election is made, as entered onto the share register of the Company from time to time.
e. In relation to new Venture Shares to be allotted in relation to a dividend such Venture Shares will only be allotted to the registered Shareholder and not any beneficial holder. Nominee Participants shall not be entitled to instruct the Scheme Administrator to allot Venture Shares to a beneficial holder (and Participants are advised to read condition 15 in respect of the consequences for VCT Tax reliefs).
3.
a. On or as soon as practicable after a day on which a dividend on the Venture Shares is due to be paid to a Participant or, if such day is not a dealing day on the London Stock Exchange, the dealing day thereafter ("Payment Date"), the Participant's funds held by the Company shall, subject to conditions 9, 10 and 19 below and the Company having the requisite shareholder authorities to allot Venture Shares, be applied on behalf of that Participant to subscribe for the maximum number of whole new Venture Shares which can be allotted with the funds.
b. The price per Venture Share and the number of Venture Shares to be issued to a Participant pursuant to condition 3(a) will be determined in accordance with the formula below, which is designed to maintain fairness for all Participants. The price per Venture Share = (A) / {100 - ((B) x 100)} (in units of £ per Venture Share). Where: (A) is the latest published NAV (in units of pence per Venture Share); and (B) is the percentage costs of issuance which includes any initial charges payable. The number of Venture Shares to be allotted is then determined, as follows: Number of Venture Shares to be allotted = Participant's funds / price per Venture Share.
c. Fractional entitlements will not be allotted and any residual cash balance of less than the amount required to subscribe for a further new Venture Share, as set out in 3(b) above will be donated to a registered charity at the discretion of the Board.
d. The Company shall not be obliged to allot Venture Shares under the Scheme to the extent that the total number of Venture Shares allotted by the Company pursuant to the Scheme in any financial year would exceed $10\%$ of the aggregate number of Venture Shares on the first day of such financial year.
e. The Company shall immediately after the subscription of Venture Shares in accordance with the condition at 3(a) above take all necessary steps to ensure that those Venture Shares shall be
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admitted to the Official List and to trading on the main market of the London Stock Exchange, provided that at the time of such subscription the existing Venture Shares in issue are so admitted to the Official List and to trading on the main market of the London Stock Exchange.
f.
- The Scheme Administrator shall as soon as practicable after the allotment of Venture Shares in accordance with condition 3 procure (i) that the Participants are entered onto the Share Register of the Company as the registered holders of those Venture Shares (ii) that share certificates (unless such Venture Shares are to be uncertified) and, where applicable, income tax vouchers ("Tax Vouchers") are sent to Participants at their own risk and (iii) that Participants receive a statement detailing:
a. the total number of Venture Shares held at the record date for which a valid election was made;
b. the number of Venture Shares allotted;
c. the price per Venture Share allotted;
d. the cash equivalent of the Venture Shares allotted; and
e. the date of allotment of the Venture Shares.
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All costs and expenses incurred by the Scheme Administrator in administering the Scheme will be borne by the Company.
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Each Participant warrants to the Scheme Administrator that all information set out in the application form (including any electronic election) on which the election to participate in the Scheme is contained is correct and to the extent any of the information changes he or she will notify the changes to the Scheme Administrator and that during the continuance of his or her participation in the Scheme he or she will comply with the provisions of condition 7 below.
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The right to participate in the Scheme will not be available to any person who is a citizen, resident or national of, or who has a registered address in, any jurisdiction outside the UK unless such right could properly be made available to such person. No such person receiving a copy of the Scheme documents may treat them as offering such a right unless an offer could properly be made to such person. It is the responsibility of any Shareholder wishing to participate in the Scheme to be satisfied as to the full observance of the laws of the relevant jurisdiction(s) in connection therewith, including obtaining any governmental or other consents which may be required and observing any other formalities needing to be observed in any such jurisdiction(s).
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Participants acknowledge that the Scheme Administrator is not providing a discretionary management service. Neither the Scheme Administrator nor the Company shall be responsible for any loss or damage to Participants as a result of their participation in the Scheme unless due to the negligence or wilful default of the Scheme Administrator or the Company or their respective employees and agents.
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Participants may:
a. at any time by notice to the Scheme Administrator terminate their participation in the Scheme and withdraw any funds held by the Company on their behalf; and
in respect of Venture Shares they hold as nominee and subject to condition 2(e), give notice to the Scheme Administrator that, in respect of a forthcoming Payment Date, their election to receive Venture Shares is only to apply to a specified amount due to the Participant as set out in such notice.
Such notices shall not be effective in respect of the next forthcoming Payment Date unless it is received by the Scheme Administrator at least 15 days prior to such Payment Date. In respect of notices under (a) above, such notice will be deemed to have been served where (i) the Participant ceases to hold any Venture Shares or (ii) the Participant applies for further Venture Shares under a prospectus or top-up offer document issued by the Company, and indicates on the relevant application form applying that they do not want the shares to be issued to them to be subject to the Scheme (upon which their existing participation in the Scheme in relation to all their Venture Shares shall be deemed to terminate in accordance with (a) above). Upon receipt of notice of termination, all funds held by the Company on the Participant's behalf shall be returned to the Participant as soon
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as reasonably practical at the address set out in register of members, subject to any deductions which the Company may be entitled or bound to make hereunder.
- The Company shall be entitled at its absolute discretion, at any time and from time to time to:
a. suspend the operation of the Scheme;
b. terminate the Scheme without notice to the Participants; and/or
c. resolve to pay dividends to Participants partly by way of cash and partly by way of new Venture Shares pursuant to the Scheme.
- Participants who wish to participate in the Scheme in respect of new Venture Shares to be issued pursuant to a prospectus or top-up offer document may tick the relevant box on the applicable application form.
Participants who wish to participate in the Scheme and who already have Venture Shares issued to them held in certificated form, i.e. not in CREST, should complete and sign a Mandate Form and return it no later than 15 days prior to the dividend payment date to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY. Personalised Mandate Forms can be obtained from Computershare Investor Services plc at the address above or by telephoning on +44 0370 703 0150. Calls to this number cost the same as a normal local or national landline call and may be included in your service providers tariff. Calls outside the United Kingdom will be charged at the applicable international rate. Computershare Investor Services PLC are open between 8.30 am – 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that Computershare Investor Services PLC cannot provide any financial, legal or tax advice and calls may be monitored for security and training purposes.
Participants who wish to participate in the Scheme and who already have Venture Shares issued to them held in uncertificated form in CREST (and was in uncertificated form as at the relevant record date), the Participants can only elect to receive a dividend in the form of new Venture Shares by means of the CREST procedure to effect such an election for the Company. No other method of election will be permitted under the Scheme and will be rejected. By doing so, such Shareholders confirm their election to participate in the Scheme and their acceptance of the Scheme terms and conditions. If a Participant is a CREST sponsored member, they should consult their CREST sponsor, who will be able to take appropriate action on their behalf. All elections made through the CREST system should be submitted using the Dividend Election Input Message in accordance with the procedures as stated in the CREST Reference Manual. The Dividend Election Input Message submitted must contain the number of Venture Shares on which the election is being made. If the relevant field is left blank or completed with zero, the election will be rejected. If a Participant enters a number of Venture Shares greater than the holder in CREST on the relevant record date for dividend the system will automatically amend the number down to the record date holding. When inputting the election, a 'single drip' election should be selected (the Corporation Action Number for this can be found on the CREST GUI). Evergreen elections will not be permitted. Participants who wish to receive new Venture Shares instead of cash in respect of future dividends, must complete a Dividend Election Input Message on each occasion otherwise they will receive the dividend in cash. Elections through CREST should be received by CREST no later than 5.00 p.m. on such date that is at least 15 days before the dividend payment date for the relevant dividend in respect of which you wish to make an election. Once an election is made using the CREST Dividend Election Input Message it cannot be amended. Therefore, if a CREST Shareholder wishes to change their election, the previous election would have to be cancelled.
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A written mandate form will remain valid for all dividends paid to the Participant by the Company until such time as the Participant gives notice in writing to the Scheme Administrator that he no longer wishes to participate in the Scheme.
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The Company shall be entitled to amend the Scheme Terms and Conditions on giving one month's notice in writing to all Participants. If such amendments have arisen as a result of any change in statutory or other regulatory requirements, notice of such amendment will not be given to Participants unless in the Company's opinion the change materially affects the interests of the Participants. Amendments to the Scheme Terms and conditions which are of a formal, minor or technical nature
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or made to correct a manifest error and which do not adversely affect the interests of Participants may be effected without notice.
- By ticking the relevant election box and completing and delivering the application form the Participant:
a. agrees to provide the Company with any information which it may request in connection with such application and to comply with legislation relating to venture capital trusts or other relevant legislation (as the same may be amended from time to time); and
b. declares that a loan has not been made to the Participant on whose behalf the Venture Shares are held or any associate of either of them, which would not have been made or not have been made on the same terms but for the Participant electing to receive new Venture Shares and that the Venture Shares are being acquired for bona fide investment purposes and not as part of a scheme or arrangement the main purposes of which is the avoidance of tax.
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Elections by individuals for Venture Shares should attract applicable VCT tax reliefs (depending on the particular circumstances of an individual) for the tax year in which the Venture Shares are allotted provided that the issue of Venture Shares under the Scheme is within the investor's annual £200,000 limit. Participants and beneficial owners are responsible for ascertaining their own tax status and liabilities and neither the Scheme Administrator nor the Company accepts any liability in the event that tax reliefs are not obtained. The Tax Voucher can be used to claim any relevant income tax relief either by obtaining from the HM Revenue & Customs an adjustment to the Participant's tax coding under the PAYE system or by waiting until the end of the year and using the Self Assessment Tax Return.
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The Company will, subject to conditions 9, 10 and 19, issue Venture Shares in respect of the whole of any dividend payable (for the avoidance of doubt, irrespective of whether the amount of allotment is greater than any maximum limits imposed from time to time to be able to benefit from any applicable VCT tax reliefs) unless the Scheme Administrator has been notified to the contrary in writing at least 15 days before a Payment Date.
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Shareholders electing to receive Venture Shares rather than a cash dividend will be treated as having received a normal dividend. Shareholders qualifying for VCT tax reliefs should not be liable to income tax on shares allotted in respect of dividends from qualifying VCT shares.
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For capital gains tax purposes, Shareholders who elect to receive Venture Shares instead of a cash dividend are not treated as having made a capital disposal of their existing Venture Shares. The new Venture Shares will be treated as a separate asset for capital gains purposes.
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The Company shall not be obliged to accept any application or issue Venture Shares hereunder if the Directors so decide in their absolute discretion. The Company may do or refrain from doing anything which, in the reasonable opinion of the Directors, is necessary to comply with the law of any jurisdiction or any rules, regulations or requirements of any regulatory authority or other body, which is binding upon the Company or the Scheme Administrator.
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The amount of any claim or claims a Participant has against the Company or the Scheme Administrator shall not exceed the value of such Participant's Venture Shares in the Scheme. Nothing in these Scheme Terms and Conditions shall exclude the Company or the Scheme Administrator from any liability caused by fraud, wilful default or negligence. Neither the Company nor the Scheme Administrator will be responsible for: (a) acting or failing to act in accordance with a court order of which the Scheme Administrator has not been notified (whatever jurisdiction may govern the court order); or (b) forged or fraudulent instructions and will be entitled to assume that instructions received purporting to be from a Shareholder (or, where relevant, a nominee) are genuine; or (c) losses, costs, damages or expenses sustained or incurred by a Shareholder (or, where relevant, a nominee) by reason of industrial action or any cause beyond the control of the Company or the Scheme Administrator, including (without limitation) any failure, interruption or delay in performance of the obligations pursuant to these Scheme Terms and Conditions resulting from the breakdown, failure or malfunction of any telecommunications or computer service or electronic payment system or CREST; or (d) any indirect or consequential loss.
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These Scheme Terms and Conditions are for the benefit of a Participant only and shall not confer any benefits on, or be enforceable by, a third party and the rights and/or benefits a third party may have pursuant to the Contracts (Rights of Third Parties) Act 1999 are excluded to the fullest possible
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extent.
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All notices and instructions to be given to the Scheme Administrator shall be in writing and delivered or posted to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY.
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These Scheme Terms and Conditions shall be governed by, and construed in accordance with, English law and each Participant submits to the jurisdiction of the English courts and agrees that nothing shall limit the right of the Company to bring any action, suit or proceeding arising out of or in connection with the Scheme in any other manner permitted by law or in any court of competent jurisdiction.
Shareholders who are in any doubt about their tax position should consult their independent financial adviser.
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