Mobeus Income & Growth VCT : Special Resolutions - correct document

THE COMPANIES ACT 2006

SPECIAL RESOLUTIONS

OF

MOBEUS INCOME & GROWTH VCT PLC

COMPANY NUMBER: 05153931

At the General Meeting of the Company, duly convened and held at 11:00 am on Wednesday, 12 October 2022, the following resolutions were passed as special resolutions:

Composite Resolution 1

That, in addition to existing authorities:

(i) Authority to allot shares

the directors of the Company be and hereby are generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (Act), to exercise all the powers of the Company to allot ordinary shares of 1 penny each in the capital of the Company (Shares) and to grant rights to subscribe for, or to convert any security into, Shares (Rights) up to an aggregate nominal value of £430,000, provided that this authority shall (unless renewed, revoked or varied by the Company in general meeting) expire on the date falling fifteen

months after the passing of this resolution, but so that this authority shall allow the Company to make before the expiry of this authority offers or agreements which would or might require Shares to be allotted or Rights to be granted after such expiry and the directors of the Company shall be entitled to allot Shares or grant Rights pursuant to any such offers or agreements as if this authority had not expired); and

(ii) Disapplication of pre-emption rights

the directors of the Company be and hereby are empowered pursuant to sections 570 and 573 of the Act to allot or make offers or agreement to allot equity securities (as defined in section 560(1) of the Act) for cash, pursuant to the authority conferred by paragraph (i) of this resolution as if section 561(1) of the Act did not apply to any such allotment, provided that the power conferred by this authority shall be limited to the allotment of equity securities with an aggregate nominal value of up to but not exceeding £430,000 in connection with offer(s) for

subscription (where the proceeds may be used, in whole or in part, to purchase Shares in the capital of the Company), such authority to (unless renewed, revoked or varied by the Company in general meeting) expire on the date falling fifteen months after the passing of this resolution, but so that this authority shall allow the Company to make before the expiry of such authority offers or agreements which would or might require equity securities to be allotted after such expiry and the directors of the Company shall be entitled to allot equity securities in pursuance of such offers or agreements as if the authority conferred hereunder had not expired).

Resolution 2

That the share premium account and redemption reserve of the Company be cancelled.