Triple Point VCT 2011 : Circular and Notices of General Meeting, A Class Meeting and B Class Meeting

This document is important and requires your immediate attention. If you are in any doubt as to the action you should take, you are recommended to seek advice from your bank manager, stockbroker, solicitor, accountant, or other independent financial adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or transferred all of your shares in Triple Point VCT 2011 plc (the "Company") you should send this document immediately to the purchaser or transferee or the stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

TRIPLE POINT VCT 2011 PLC

(Registered in England and Wales with registered number 07324448)

Circular to Shareholders issued in connection with the proposals for:

• • the reduction of capital and cancellation and repayment of the A Shares;
• the reduction of capital and cancellation and repayment of the B Shares; and
• • the amendment of the Existing Articles

Notices of a General Meeting of the Company and Class Meetings of the A Shareholders and

B Shareholders

Your attention is drawn to the letter from the Chair of the Company set out on pages 4 to 6 of this document which contains unanimous recommendations to vote in favour of the Resolutions to be proposed at the Meetings referred to below.

Notices convening a General Meeting and Class Meetings of the Company to be held at 1 King William Street, London EC4N 7AF on 9 February 2023 are set out in Parts 6 and 7 of this document.

Forms of Proxy for use at the Meetings are enclosed with this document. To be valid, the Forms of Proxy must be completed and returned either by post or by hand so as to be received by the Company's regis- trars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY not later than 48 hours (excluding weekends and public holidays) before the time of the relevant meeting

The completion and depositing of a Form of Proxy will not preclude you from attending and voting in person at the relevant Meeting should you wish to do so.

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CONTENTS
EXPECTED TIMETABLE	3
PART 1: LETTER FROM THE CHAIR OF THE COMPANY	4
PART 2 FURTHER DETAILS ON THE CAPITAL REDUCTION	7
PART 3: ADDITIONAL INFORMATION	9
PART 4: RISK FACTORS	10
PART 5: DEFINITIONS	11
PART 6: NOTICE OF GENERAL MEETING	14
PART 7: NOTICES OF CLASS MEETINGS	17

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EXPECTED TIMETABLE

Publication of Circular	18 January 2023
Latest time and date for receipt of Forms of Proxy	9am on 7 February 2023
for General Meeting
Latest time and date for receipt of Forms of Proxy	9:15am on 7 February 2023
for the A Shareholders Class Meeting
Latest time and date for receipt of Forms of Proxy	9:30am on 7 February 2023
for the B Shareholders Class Meeting
General Meeting	9 February 2023 at 9am
A Shareholders Class Meeting	9 February 2023 at 9:15am (or as soon as
	practicable thereafter, following the conclusion
	of the General Meeting)
B Shareholders Class Meeting	9 February 2023 at 9:30am (or as soon as
	practicable thereafter, following the conclusion
	of the A Shareholders' Class Meeting)
Register of members in relation to the A Shares	5.30 pm on the day prior to the High Court
and B Shares expected to close	hearing to confirm the Capital Reduction
Expected date of High Court hearing to confirm the	March 2023
Capital Reduction
Expected Effective Date of the Capital Reduction	April 2023
Expected date of the removal of the listing of the A	April 2023
Shares and the B Shares from the Official List

If there are any significant changes to the above times and/or dates Shareholders will be notified by an announcement through a Regulatory Information Service.

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PART 1: LETTER FROM THE CHAIR OF THE COMPANY

Triple Point VCT 2011 plc

(Registered in England and Wales with registered number 07324448)

Directors:	Registered Office:
Elizabeth Jane Owen (Chair)	4th Floor
James Chadwick Murrin	1 King William Street
Julian Antony Bartlett	London EC4N 7AF

The purpose of this document is to explain the background to, and to seek Shareholders' approval under the 2006 Act for, the authorities needed to (i) reduce the capital of the Company by cancelling, extinguishing, and repaying all of the A Shares, (ii) reduce the capital of the Company by cancelling, extinguishing, and repaying all of the B Shares, and (iii) enable amendments to be made to the Existing Articles.

1. Introduction

On 10 October 2022, the Company successfully completed the sale of its investments in Green Peak Generation Limited for total consideration of £2,274,000 and Distributed Generators Limited for total consideration of £3,260,000 both within the B Share Fund as part of a wider portfolio sale of gas-fired energy generation companies. This concluded the B Share Class exit project pending the distribution of proceeds to the B Shareholders. As at 31 August 2022 the B Share Fund has generated a total return, which consists of the latest net asset value of the B Share Fund plus dividends paid to B Shareholders since the launch of the B Share Fund, of 100 pence per B Share.

On 3 November 2022, the Company transferred its investment in Green Highland Shenval Limited, a hydroelectric power company, from the A Share Fund to the Venture Share Fund at a value that reflected its most recent audited value and other commercial factors arising subsequent to that valuation. This concluded the A Share Class exit project pending the distribution of proceeds to the A Shareholders and provided the Venture Share Fund with an income-generatingVCT-qualifying investment. As at 31 August 2022 the A Share Fund has generated a total return, which consists of the latest net asset value of the A Share Fund plus dividends paid to A Shareholders since the launch of the A Share Fund, of 119.72 pence per A Share. The final total return for A Shareholders will be reduced by any relevant fees and costs of the A Share Class until wind-down and cancellation.

The payment of dividends to the A Shareholders and B Shareholders in respect of the above exits are expected to be announced in the coming weeks and made in March 2023.

As announced in the Company's interim report for the six months ending 31 August 2022, it is now proposed to complete the A Share Class and B Share Class exits by winding down and cancelling the A Share Class and the B Share Class.

Further details of the Capital Reduction are set out in Part 2.

2. Shareholders' Approval

Under the 2006 Act, the Proposals require Shareholders' approval at the General Meeting and at the Class Meetings. The Resolutions proposed to be put to Shareholders are to approve:

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• the reduction of the Company's share capital by cancelling and repaying the A Shares;
• the reduction of the Company's share capital by cancelling and repaying the B Shares; and
• the amendment of the Existing Articles.

Further details of the Resolutions are set out below and in full in the Notices in Parts 6 and 7 of this document.

3. Explanation of the Resolutions

Resolutions to be proposed at the General Meeting:

Special Resolution 1:

Resolution 1 to be proposed at the General Meeting will, if passed: cancel, extinguish, and repay the nominal value of the A Shares, subject to the Registrar of Companies registering the order of the High Court confirming the A Share Capital Reduction.

Special Resolution 2:

Resolution 2 to be proposed at the General Meeting will, if passed: cancel, extinguish, and repay the nominal value of the B Shares, subject to the Registrar of Companies registering the order of the High Court confirming the B Share Capital Reduction.

Special Resolution 3

Resolution 3 to be proposed at the General Meeting will, if passed, adopt the New Articles (which will remove the obsolete provisions relating to the A Shares and the B Shares), subject to the Registrar of Companies registering the order of the High Court confirming the Capital Reduction.

Resolution to be proposed at the A Shareholders' Class Meeting:

Special Resolution:

The Resolution to be proposed at the A Shareholders' Class Meeting will, if passed, approve the proposed A Share Capital Reduction and the adoption of the New Articles (which are to be approved at the General Meeting and which will remove the obsolete provisions relating to the A Shares and B Shares), together with any variation, alteration or abrogation of the rights attaching to the A Shares as a result.

Resolution to be proposed at the B Shareholders' Class Meeting:

Special Resolution:

The Resolution to be proposed at the B Shareholders' Class Meeting will, if passed, approve the proposed B Share Capital Reduction and the adoption of the New Articles (which are to be approved at the General Meeting and which will remove the obsolete provisions relating to the A Shares and B Shares), together with any variation, alteration or abrogation of the rights attaching to the B Shares as a result.

The New Articles are available for inspection from the date of this document until the close of the Class Meetings at the registered office of the Company.

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