AGM - Thursday 18.06.26 what really happened...Many thanks to those many shareholders who gave me their Proxy.

The outstanding takeaway from the whole event:

Tom Leader stated that Octopus management fees are set at a level to incentivise them! “Cost plus”, as I suggested, is not appropriate.

£10m+ per annum is some incentive after years of false valuations and £250m in cash already taken for screwing it up based on unrealised gains. TREBLES all round!

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The meeting was attended by a handful of shareholders and a veritable hoard of Octopus staff and Lawyers from Howard Kennedy llp (Sponsors, Legal advisers and High Court representatives - nb they act for 95% of VCTs).

The Chair said a transcript of the meeting is being prepared. What he didn’t say was that they had paid for a Court Reporter stenographer (like the ones you see on US TV legal dramas) to sit there and do it. Serious or what?

I bet the transcript never sees the light of day for any ordinary shareholder and is only placed in evidence in the High Court – just like the October '25 meeting which he referred to and proves the Chair lied to and misled all shareholders in July 2025 when he said proposals will be put to them when the Directors did not do so, and clearly had no intention of doing so.

The Chair stated that he was prohibiting any recording by anyone present so the following summary is from my “recollection” of what passed.

1. For the first time, the Chair agreed that all votes at the AGM should count and that this would be done by way of a Poll unlike in all prior years and in line with most other Listed companies.

2. He gave a presentation with slides. (Will it be available to shareholders who weren’t present? Don’t be silly)

3. Mr Xu gave a presentation with slides. (Will it be available to shareholders who weren’t present? Don’t be silly)

4. Q&A

I asked questions on all but the Directors remuneration report:

QUESTION FROM A SHAREHOLDER WHO GAVE ME HIS PROXY:

 1. I refer you to pages 101-105 and 26-30 of the audited accounts. 

       Please will you explain why you do not provide current and previous year valuations for all investments (pp 101-105) but only for the “Top 20” out of which you then only give full details for the “Top 10” (pages 26-30)?   It is only with such details that the shareholders can see the improvement or deterioration over time of our investments, and will the Directors undertake to all shareholders present that they will provide that detailed information in the 2026 and future years’ accounts? Please note that most other VCTs already provide this detail.

 ANSWER:

NO. It is commercially sensitive, embarrassing and may prejudice/influence fund raising by companies that are underwater in our valuations. 

Follow-up. “Most other VCTs don’t have that problem and do make 100% disclosures – will you now do so”

NO.

RESOLUTION 1. RECEIVE AND ADOPT THE AUDITED ACCOUNTS:.

3 QUESTIONS:

FIRST

Would the Chair, or Mr Xu, explain not only the £40m valuation of the company’s largest investment (page 28 of the accounts) but also what is going on at Elliptic when:

1. last minute late night and delinquent filings by that company show that Titan bought more shares on 1^st May (after Titan’s accounts were sent to shareholders) at a price of 43% of the value in Titan’s accounts – a loss of £25m in 2 weeks AND

2. the accounts of Elliptic show a value of only £152,000 for more than 15% of the entre company – an implied total loss of the investment AND

3. Mr Xu resigned as a Director of Elliptic (and has not been replaced) despite you stating at the meeting in October that the reason for retaining Octopus as managers is because they alone have the power to appoint directors and oversee Titan’s investments?

ANSWERS:

• The "discount" relates solely to conversion of Loans and is advantageous.

• MY COMMENT. "Hogwash". Conversion was at anytime in 5 years and they have given up an 8% interest coupon to enable an artificial uplift in NAV and more baseline fees for Octopus. NB the preference "security" is at the 57% lower value not the much vaunted $675m enterprise value. I think forced early conversion was a term of the entire Series D round - see Articles of Association.

• Mr Xu is to investigate after the meeting and will communicate with me.

• Mr Xu remains entitled to attend Board meetings solely as an Observer.

SECOND

Would the Chair please explain and reconcile why the last paragraph of Note 1 states that the investment in the 100% wholly owned subsidiary, Zenith Holdings of the Cayman Islands, is effectively worthless having lost £12million in the year, when the implied balance sheet valuation of that investment at the end of the year is the £9million cost shown in Note 21?

ANSWERS:

The only investment in that vehicle is Seatfrog and that has been entirely written-off

MY COMMENT:

So why is Titan showing as a major shareholder in May 2025 (4,816,354 in its own name - 30%!) , new shares were issued at a substantial premium in 2025, business is booming and Luke Hakes who left Octopus 15 months ago is still a Director at Octopus’ address?

Curiouser and Curiouser. Hidden fees accumulating for Octopus perhaps?

I smell a rat.

AND: care to apply for a job? 4 day week – 80 (yes eighty) days holiday – all expenses paid if you have to come to the office – childcare – healthcare and subsidised EV and bikes! https://seatfrog.com/workatseatfrog/

That is why the valuations must be given for all investments – see above!

THIRD

Would the Chair please confirm the amount included in “accruals” in respect of legal fees incurred in connection with his application to the High Court for an order prohibiting any shareholder ever seeking to convene a meeting to propose liquidating the company, without having given notice of those proceedings to any shareholder except me? Can he confirm that the amount spent or accrued to date now exceeds £250,000?

ANSWERS: NO

RESOLUTION 2. APPROVE THE DIRECTORS REMUNERATION POLICY.

QUESTION:

Will the Directors agree to defer at least 50% of their salary during the Transition period and then to have that paid only in shares at the then prevailing NAV?

ANSWER:

NO. We are already paid less than the minimum wage for the hours we have worked

MY COMMENT:

What sheer bloody arrogance for years of failed oversight of the collapse of the Titan VCT

AND what a load of outrageous self-serving nonsense. £12.71 per hour and £49,700 pa = 3,900 hours or nearly 11 hours every single day of the week – and no holidays!

Do the Directors take shareholders to be complete idiots?

RESOLUTION 4. RE-APPOINT TOM LEADER AS DIRECTOR

QUESTION:

1. As you have been a Director since August 2018 and have overseen and been, in large part, responsible for the complete collapse in the value of the Company, will you withdraw your consent to be re-appointed at this meeting,?

ANSWER: NO

2. If you will not withdraw your consent for the above reason, will you do so on the grounds of untenable conflicts of interest because you make your living from promoting the industry wide 2+20% management fee payable in cash on unrealised values, which structure has proved so disastrous for this company, but which you decided to continue without reference to shareholders as you had promised to them in July 2025, but which you told the shareholder meeting in October 2025 that you and your fellow directors had decided to continue that fee structure still based on unrealised gains unlike EIS and other VC schemes?

ANSWER: NO. YOU HAVE MISUNDERSTOOD MY PERSONAL INCOME

RESOLUTION 9. BDO LLP AS AUDITORS

QUESTION:

• BDO have now been auditor for the entire period of the Financial collapse of the company.

• In light of the recent US Court findings (“Platinum Partners”) that BDO were liable to shareholders for negligence, breach of contract and breach of fiduciary duty, and the widely reported claims that BDO were appointed as auditors to the collapsed First Brands because the firm is “viewed as less rigorous” and had an unsophisticated process that let the business “do what we want with these guys.” is it not time that the Directors recommended a firm that does not act as auditor, liquidator and “independent valuer” to many other VCTs and their managers?

ANSWER:

The job will be put out to tender in the next 2 years in accordance with the normal cycle.

Lord Rockley later explained to me that very few firms are willing to do VCT audits so the pool of talent is very limited. My suggestion was to go to the French "Expert Compable" model and an individual who subcontracts the work. 

RESOLUTION 14. AUTHORITY TO MAKE MARKET PURCHASES

QUESTION:

NB: Another Shareholder had already asked the question.

• Will the Directors explain why they seek renewal of this power on identical terms to prior years, when they state on Page3 that:

At present, Titan’s shares trade in the secondary market at a significant discount to the NAV as at 31 December2025. Under the current authorities and pricing constraints, this means the Company is unable to conduct buybacks in a manner that is both compliant and fair to shareholders.

Will the directors please provide cogent and verifiable evidence for the statement that market purchases would be neither compliant nor fair if this resolution, in identical terms to prior years, were to be acted upon?

ANSWERS:

• Cash balances already exceed VCT guidelines.

• It is unfair to those shareholders who want to sell at NAV less 5%

• Let those, like the shareholder who stated he was already buying at a more than 50% discount, do the work.

• Warren Buffett is wrong when he says that companies should buy back their shares when they are at substantial discounts because that is in the best interests of ALL shareholders.