Circular & Notice of Requisitioned General Meeting

For immediate release

21 July 2025

Maven Renovar VCT PLC

Legal Entity Identifier: 213800HAEDBBK9RWCD25

Publication of Circular and Notice of Requisitioned General Meeting

· The Board of Maven Renovar VCT PLC has today published a circular in response to the requisition request of 30 June 2025, including reasons the Board believes Shareholders should VOTE AGAINST all of the proposed requisitioned resolutions (available on the Company's website at https://www.mavencp.com/renovarvct).

· The circular has been published alongside a letter to Shareholders from Maven Capital Partners that outlines its professional view on the Company's past performance, investment strategy, future plans and the state of the AIM VCT market in general (also available at https://www.mavencp.com/renovarvct).

· The Board believes the underperformance of Paul Jourdan and Amati, and the losses suffered by Shareholders during the final five years of their tenure, were unsustainable: underperforming a weak AIM market and investing in unquoted/pre-IPO investments without any demonstrable private equity expertise (and losing over £9.3 million on three such investments alone) led to a wider loss of confidence in Amati's ability to adapt to evolving structural challenges in the AIM market and VCT investing.

· The Board maintained an open dialogue with Shareholders throughout the strategic review that led to the replacement of Paul Jourdan and Amati. It also executed a key function of an independent board by taking action to ensure the Company's management arrangements remain fit for purpose. In doing so, the Board followed best and standard practice.

· It is entirely normal for the board of a listed investment company to select and appoint the company's manager without a shareholder vote. Amati was itself appointed by the then Board without a Shareholder vote in 2010 and at least four other listed investment companies did the same in 2024 alone. To suggest the Board has acted improperly by not seeking Shareholder approval is misleading and does not take account of standard industry practice.

· None of the new directors proposed by the Requisitioners to join Paul Jourdan on the Board have ever served as a director of a listed investment company or VCT. Given the complexity of the rules and regulations involved in operating a VCT and the risks (including the potential loss of tax reliefs) if these are not adhered to, an experienced Board is essential to ensuring proper and effective oversight of the Company's manager.

· Despite engaging with the requisitioners and proposed new directors over recent weeks, the Board has been unable to find a constructive route forward and is obliged to publish the circular convening a general meeting today. A number of conflicting themes have been raised in our discussions to date, which the Board is seeking to clarify. Our dialogue remains open.

· In particular, the Board indicated to the requisitioners that it was willing to explore a tender offer. While some were in favour, Paul Jourdan was not. This surprised the Board given the requisitioners' desire for liquidity and capital returns. The Board is therefore taking the opportunity to confirm to the wider requisitioner and Shareholder base that it intends to consult with Shareholders on proposals for a material tender offer to be made at or around the end of this year, once a majority of Shares have been held for over five years.

On behalf of the board, Robert Legget, Director (appointed to the Board in June 2025), said:

"Shareholders have a very simple choice: to let the former investment manager, whose performance caused significant loss to the Company, onto the Board and into a conflicted position alongside other proposed directors selected by him/the requisitioners, or to agree with the independent Board that a credible plan to halt this decline was in shareholders' best interests.

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It is a critical function of an independent board that it selects and appoints investment managers in accordance with Shareholders' best interests, and I commend the Board for taking decisive action to address underperformance prior to my joining."

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ENQUIRIES:

For further information please contact:

Gavin Davis / Luke Roberts

Nepean

Telephone: +44 791 010 4660 / +44 740 329 7251

Douglas Armstrong

Dickson Minto Advisers

Financial Adviser to the Company

Telephone: +44 (0)20 7628 4455

BOARD RECOMMENDATION TO VOTE AGAINST ALL REQUISITIONED RESOLUTIONS

PUBLICATION OF CIRCULAR

The board of directors (the "Board") of Maven Renovar VCT PLC (the "Company") announces that it has today published a circular (the "Circular") setting out details of the Company's response to the requisition request received from Paul Jourdan (former manager of the Company's portfolio) and a small group of Shareholders on 30 June 2025 (the "Requisition"), and why the Board believes Shareholders should VOTE AGAINST ALL of the proposed Requisitioned Resolutions.

The Circular contains Notice of the Requisitioned General Meeting to be held at Court Suites, 87 Bartholomew Close, London EC1A 7EB on 13 August 2025 at 9.15 a.m. The Circular also contains Notice of a separate Articles General Meeting to be held immediately prior to the Requisitioned General Meeting at Court Suites, 87 Bartholomew Close, London EC1A 7EB on 13 August 2025 at 9.00 a.m.

YOUR VOTE IS VERY IMPORTANT. The Requisitioned Resolutions are each being proposed as ordinary resolutions. This means that they only require more than 50 per cent. of the votes cast to be voted in favour in order to pass. The low turnout at the AGM allowed the former manager and a small group of Shareholders to impact the voting outcome. VOTE NOW TO ENSURE THAT THE WIDER SHAREHOLDER BASE DETERMINES THE FUTURE OF YOUR COMPANY.

A copy of the Circular is available on the Company's website at https://www.mavencp.com/renovarvct and has also been submitted to the National Storage Mechanism where it will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

The Circular has been published alongside a letter to Shareholders from Maven Capital Partners that outlines Maven's views on the AIM VCT market, its assessment of the Company's investment strategy and performance prior to Maven's appointment, and its analysis and forward-looking plans for the Company. A copy of the letter is available on the Company's website at https://www.mavencp.com/renovarvct.

Capitalised terms used in this announcement shall have the meanings ascribed to them in the Circular, unless the context otherwise requires.

KEY CONSIDERATIONS

Paul Jourdan (former manager of the Company's portfolio and CEO and significant shareholder in Amati Global Investors) and a small group of Shareholders who, together with Paul Jourdan, hold only 5.19 per cent. of the Company's issued share capital(1) (together, the "Requisitioners") are seeking to remove the current independent Directors of the Company and replace them with proposed new directors, including Paul Jourdan and three others selected by the Requisitioners (Hector Kilpatrick, Kathleen McLeay and Charles McMicking).

The Board believes that the former manager and the other Requisitioners are trying to take control of your Company. Their attempts to do so have been launched less than two months after Amati received a termination fee of approximately £1.1 million, which was agreed and paid by the Company in good faith with a view to effecting an orderly handover to the new manager, minimising Shareholder disruption and providing certainty for all parties.

The Board believes that VOTING AGAINST each of the Requisitioned Resolutions is in the best interests of Shareholders as a whole for the following reasons:

1. Shareholders deserve better performance and better value for money than Amati provided.

· Amati underperformed an already significantly underperforming market over five years.

· A large majority of investments made by Amati in the past five years have caused loss to the Company.

· The Company's portfolio had £106 million of unrealised gains in January 2021 but Amati only sold £10 million of AIM holdings in 2021, with the remaining unrealised gains having since reversed entirely.

· Amati failed to adapt to the impact of new VCT rules and structural challenges within AIM.

· It became increasingly apparent that Amati lacked the resource and expertise to improve future performance.

2. The Company's fully independent Board followed best practice in proposing a credible plan to address the structural challenges currently faced by AIM and to improve performance for Shareholders.

· Amati had several chances to propose a credible strategy to address underperformance. It failed to do so.

· As a result, a strategic review was carried out on a fully independent basis in accordance with best practice.

· The Board took action to ensure the Company's management arrangements remained fit for purpose and, following a "beauty parade" of potential new managers, Maven, an experienced VCT manager, was appointed.

· The Board negotiated a two year fee waiver in respect of Maven's investment management fees to the benefit of Shareholders.

· It is entirely normal and standard practice that the board of a listed investment company selects and appoints the company's manager without seeking shareholder approval. Amati was itself appointed by a decision of the Company's then Board without a Shareholder vote.

· The Board, in collaboration with Amati, sought feedback from a number of Shareholders during the strategic review and this was taken into account before deciding to change manager.

3. The strategy of the Requisitioners will result in the Company shrinking to an unsustainable size which will increase costs for Shareholders and risks continued volatility of investment returns.

· The Board recognises that some Shareholders are seeking liquidity for their investment. Accordingly, the Board intends to continue paying both annual and special dividends and will continue to buy back Shares.

· The Board also intends to consult with Shareholders on proposals for a material tender offer to be made at or around the end of this year, once a majority of Shares have been held for over five years and tax relief is not expected to be subject to claw back on sale.

· A wind down of the Company's portfolio in current market conditions risks being seen by the market as a "fire sale" of the existing AIM investments and could result in further loss of value.

· A more balanced approach of returning capital to Shareholders on an ongoing and ad hoc basis as circumstances permit, together with selective and measured investment in unquoted companies on a wholly additive basis (alongside continued investment in AIM when opportunities arise), is expected to enhance overall returns to Shareholders over the medium term.

· The Company's portfolio will remain primarily invested in AIM for a number of years, thereby providing the opportunity for Shareholders to benefit from any potential recovery in AIM.

4. The proposed new directors are not sufficiently independent and do not have the required experience to safeguard the interests of Shareholders.

· None of the new directors proposed by the Requisitioners to be appointed to the Board alongside Paul Jourdan have ever served as an independent non-executive director of a listed investment company or VCT.

· Given the complexity of the rules and regulations involved in operating a VCT, an experienced board is required to oversee the manager and ensure that no action is taken that could lead to the loss of tax reliefs.

· Kathleen McLeay, Hector Kilpatrick and Paul Jourdan currently serve as full time executive directors or employees of NCM Fund Services Limited, Brooks MacDonald and Amati Global Investors, respectively, roles which are likely to place demands on time commitments and may lead to conflicts of interest.

· In contrast, the current Board is fully independent and comprised of Directors with a breadth and depth of experience, including significant experience as directors of listed investment companies and VCTs.

The Board strongly recommends that Shareholders VOTE AGAINST each of the Requisitioned Resolutions to be proposed at the Requisitioned General Meeting, as the Directors intend to do in respect of their own beneficial interests in the Company's Shares.

QUESTIONS FOR THE REQUISITIONERS' PROPOSED NEW DIRECTORS

The Board has written directly to the proposed new directors to ask the following questions, which the Board believes are important for Shareholders to understand before being asked to vote at the Requisitioned General Meeting:

1. Given the underperformance of Amati vs. the AIM market and comparator benchmark, will the proposed directors rule out re-appointing Amati to manage the Company's portfolio?

2. Will the proposed directors confirm that, if appointed, Paul Jourdan/Amati will return the termination fee of approximately £1.1 million that was paid to Amati in good faith on the basis Amati had agreed to facilitate a co-operative handover of management functions to Maven?

3. Do the proposed directors agree with Paul Jourdan's opposition to providing Shareholders with additional liquidity through a tender offer? 

4. Given Paul Jourdan's vested interest in maintaining the Amati Small Cap fund as a core holding and his history of failing to realise gains across the portfolio in recent years, how would the proposed directors manage conflicts of interest and divestment decisions at board level?

5. Have Brooks MacDonald and NCM Fund Services confirmed that Hector Kilpatrick and Kathleen McLeay, respectively, will be permitted to fulfil their time consuming duties as directors, if appointed?

6. Given proposals for a tender offer would, in addition to day to day management of the portfolio, appear to address all of the "proposed strategy" bullet points in the Requisition, why are the proposed directors continuing with the Requisition?

ARTICLES GENERAL MEETING

The Circular also convenes the Articles General Meeting (which is required to be convened under the Articles following the results of the AGM held on 19 June 2025) and sets out the reasons why the Board is recommending that Shareholders VOTE IN FAVOUR of each of the Re-appointment Resolutions. The Articles General Meeting will be held immediately prior to the Requisitioned General Meeting at Court Suites, 87 Bartholomew Close, London EC1A 7EB on 13 August 2025 at 9.00 a.m.

Further information on the Articles General Meeting, the Re-appointment Resolutions and the unanimous recommendation of the Board to VOTE IN FAVOUR of each of the Re-appointment Resolutions is contained in the Circular.

ACTION TO BE TAKEN

YOUR VOTE IS VERY IMPORTANT. The Requisitioned Resolutions and the Re-appointment Resolutions are each being proposed as ordinary resolutions. This means that they only require more than 50 per cent. of the votes cast to be voted in favour in order to pass. The low turnout at the AGM allowed the former manager and a small group of Shareholders to impact the voting outcome. VOTE NOW TO ENSURE THAT THE WIDER SHAREHOLDER BASE DETERMINES THE FUTURE OF YOUR COMPANY.

All Shareholders are strongly encouraged to:

(1) VOTE AGAINST each of the Requisitioned Resolutions to be proposed at the Requisitioned General Meeting; and

(2) VOTE IN FAVOUR of each of the Re-appointment Resolutions to be proposed at the Articles General Meeting.

If Shares are not held directly, Shareholders are encouraged to arrange for their nominee to vote on their behalf. Shareholders who hold their Shares through an investment platform or nominee are encouraged to contact their investment platform provider or nominee as soon as possible to arrange for votes to be lodged on their behalf.

If Shareholders have any queries relating to proxy voting, please contact the Company's Registrar, The City Partnership (UK) Limited, at the following contact details:

· Telephone: 01484 240 910*.

· Email: [email protected].

If Shareholders have general queries about the Requisitioned General Meeting or the Articles General Meeting, please contact the Company via Maven at the following contact details:

· Telephone: 0141 306 7400*.

· Email: [email protected].

* Please note that lines are open Mon - Fri, 9.00 a.m. to 5.30 p.m. (excluding public holidays). Calls from within the UK will be charged at the standard national rate and calls from outside the UK will be charged at the applicable international rate.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS 1,2

Notes:

(1) The Requisitioners include: Paul Jourdan*+, Kathryn Jourdan*, Alison Clark*, Jonathan Woolley*, Rachel Le Derf*, Colin Thomson*, Mikhail Zverev*, Ruth Duguid*, Louise Izatt*, Helena Newman*, Gordon Izatt*, Iain Clark*, Rodger Nisbet, Timothy Congdon, Christian Hobart, Martin Wilcox, Adrian Wilcox, Christopher Macdonald, Stephen Smith, John Strang, Fleur Nisbet, Jeremy Richardson, Simon Hope, Derek Sayers, Richard Dyett, Scott McNab, Julian Avery, Angus Tulloch, Edward Tucker, Paul Moakes, Jason Rolf, Kathleen McLeay+, Dean Newman, Hector Kilpatrick+, Pavel Bubak, Mark Northover and Ben Yearsley.

*Denotes the 12 Shareholders who are employees of Amati or persons previously identified by Amati as spouses or close friends and family of employees of Amati.

+Denotes individuals who the Requisitioners have proposed be appointed as directors of the Company.