ICG Trust : AGM 2024 Passed Resolutions

Company Number 01571089

The Companies Act 2006

Public Company Limited by Shares

ICG ENTERPRISE TRUST PLC

(the "Company")

At the Annual General Meeting of the Company held at Procession House, 55 Ludgate Hill, London EC4M 7JW on 25 June 2024 at 3.00 p.m., the ordinary resolution numbered 12 and the special resolutions numbered 13, 14 and 15 below were all passed:

ORDINARY RESOLUTON

12. Authority to allot shares

1. accordance with section 551 of the Companies Act 2006, to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £2,220,328 (representing 22,203,289 ordinary shares of 10p each, such amount being equivalent to one- third of the issued ordinary share capital (excluding shares held as treasury shares) as at 1 May 2024, being the latest practicable date prior to the publication of this notice) and this authority shall expire at the conclusion of the next annual general meeting of the Company, or, if earlier, at the close of business on 25 September 2025, save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted or such rights to be granted after such expiry and the directors shall be entitled to allot shares and grant rights pursuant to any such offer or agreement as if this authority had not expired; and
2. all unexercised authorities and powers previously conferred under section 551 of that Act are hereby revoked.

SPECIAL RESOLUTIONS

13. Disapplication of pre-emptionrights

1. subject to the passing of resolution 12 above, the directors be authorised, pursuant to section 570 and section 573 of the Companies Act 2006, to allot equity securities (as defined in section 560 of that Act) for cash pursuant to the authority conferred by this resolution 13 above and by way of a sale of treasury shares as if section 561(1) of that Act did not apply to any such allotment or sale provided that this power shall be limited to:

2. the allotment of equity securities or sale of treasury shares in connection with an offer of securities in favour of the holders of ordinary shares on the register of members at such record dates as the directors may determine and other persons entitled to participate therein where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly may be practicable) to the respective numbers of ordinary shares held by them on any such record dates, subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of ordinary shares being represented by depositary receipts or any other matter; and
3. the allotment of equity securities or sale of treasury shares (otherwise than pursuant to sub- paragraph (a) of this resolution 13) to any person or persons up to an aggregate nominal amount of £666,098 (representing 6,660,986 ordinary shares of 10p each, such amount being equivalent

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to approximately 10% of the issued ordinary share capital excluding shares held as treasury shares as at 1 May 2024, being the latest practicable date prior to the publication of this notice);

and this authority shall expire at the conclusion of the next annual general meeting of the Company, or, if earlier, at the close of business on 25 September 2025, save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted or such rights to be granted after such expiry and the directors shall be entitled to allot shares and grant rights pursuant to any such offer or agreement as if this authority had not expired.

1. Authority to purchase shares
2. 1. 
      the Company be generally and unconditionally authorised for the purpose of section 701 of the Companies Act 2006 to make market purchases (as defined in section 693(4) of that Act) of ordinary shares of 10p each in the capital of the Company on such terms and in such manner as the directors may determine, provided that:
   2. the maximum number of shares which may be purchased is 9,984,819 (being approximately 14.99% of the issued ordinary share capital (excluding shares held as treasury shares) as at 1 May 2024, being the latest practicable date prior to the publication of this notice);
   3. the minimum price (excluding expenses) which may be paid for each ordinary share is 10p;
   4. the maximum price (excluding expenses) which may be paid for any such ordinary share is an amount equal to the highest of (a) 105% of the average of the closing price of the Company's ordinary shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such share is contracted to be purchased, and (b) the higher of the price of the last independent trade and the highest current independent bid for an ordinary share in the Company on the trading venues where the market purchases made under this authority conferred by this resolution 14 will be carried out;
   5. this authority shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, at the close of business on 25 September 2025 unless previously renewed, varied or revoked by the Company in general meeting; and
   6. the Company may make a contract to purchase its ordinary shares under the authority hereby conferred prior to the expiry of such authority, which contract will or may be executed wholly or partly after the expiry of such authority, and may purchase its ordinary shares in pursuance of any such contract.
3. General meeting on a minimum of 14 days' notice
4. 1. general meeting other than an Annual General Meeting may be called on not less than 14 days' notice.

Andrew Lewis

Signed for and on behalf of ICG FMC Limited

Company Secretary

Dated: 26 June 2024

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