PROXY SOLICITATION - Octopus Titan VCT plc AGM 11.00hrs Thursday 18 June 2026 at 33 Holborn, London EC1N 2HT

Will this be the last ever Octopus Titan VCT AGM held in Holborn?

Looks like it. https://www.cbre.co.uk/property-search/office-space/listings/details/UK-GLDE-177051/33-holborn-london-ec1n-2ht

Perhaps it also explains why Octopus have just reduced their staff by 20%. 

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PLEASE COME TO THE AGM  IF YOU POSSIBLY CAN. 

Together with all the resolutions proposed by the Directors alone, the matter of asking the Directors to propose a meeting of all shareholders to consider, and if thought fit vote for, liquidation of the VCT as the logical best solution for all shareholders will be up for discussion.

Why?

FIRSTLY:

The chances of any new fund raising for the "worst ever performing VCT" are Nil. No-one in their right mind would ever consider buying this dog even for the now reduced to 20% up-front tax relief - and Octopus have 4 other VCTs, 3 EIS funds and multiple other managed funds some of which they are "pumping" like crazy for new monies.

SECONDLY:

The Directors have deliberately misled the shareholders in relation to their recent dealings with Octopus Management. They stated:

30th July 2025:  (nb. only 6 weeks after AGM)

"The Board expects to issue a detailed update, conclusions and recommendations to shareholders alongside the release of 30 June 2025 Net Asset Value of the Company in September 2025."

12th September 2025:

"... the changes proposed will significantly reduce investment management fees .."

14th October 2025 ...(at the Shareholder meeting - before the vote) 

"... the purpose of this meeting, just so we are clear, is to vote on the change in the investment policy. That is the single resolution which is in front of the members at this meeting. The contractual arrangements with Octopus, as I alluded to earlier, have already been changed to the significant benefit of the company and its members."

29th April 2026:

"Effective from 11 September 2025, a new Investment Management and Non-Investment Services Agreement (IMNISA) has also been implemented."

Benefits of liquidation:

1. Save more than £100,000,000 (>20% of NAV) in unjustifiable management fees to Octopus in the upto 9 year "transition period"...  any "Performance" (!) fees are extra.

2.  Does not affect the Zero tax status of any shareholder or payments

3.  Pay a first dividend of 10% of NAV within 6 months

4.  Pay a second dividend of 10% of NAV within 18 months

5.  Realise full value of all investments within 5 years and pay all proceeds to shareholders free of tax at a total cost of less than £0.005 per share.

NB. The present investments now need absolutely minimal "mentoring" by, and/or "further funds" from, Titan VCT because other Octopus Managed funds are co-investors in many, and other FCA fund managers are involved in all others; Titan can piggy-back at almost zero cost. 

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If you can't come to the meeting, please consider letting me have your Proxy so that I can demand a Poll to ensure that all votes count as I will be present in person. My full name is Mark Gregory Hardy.

You can either instruct me to cast your votes as you wish or give me discretion to vote as I see fit.

If you give me your Proxy I will vote against the Directors' Remuneration Report and against the reappointment of Tom Leader as Chairman and a Director.

In my opinion Tom Leader, a Director since 2018 and Chair since 2022, had a direct conflict of interest in the matter of negotiating Octopus' Investment Management fees - particularly promoting and preserving the "2 plus 20%" standard "fee gouging model" - as Head of Caledonian Investments plc "Private Capital", and as a Director of the offshore tax-haven based Stonehage Fleming.

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The Proxy form still isn't available on the Octopus website. A copy is now available in the Financial Conduct Authority records:    https://data.fca.org.uk/artefacts/NSM/DirectUpload/NI-000145224/NI-000145224.pdf

If you are submitting an electronic proxy then please just put my name in the box on page 5 and add any specific voting instructions you wish me make.