New Investing Policy & Share Combination Circular

Notes to the Notice of General Meeting

1.     In order to be entitled to attend and vote at the Meeting, a registered member must be on the Company's share register by close of business on 4 June 2026 or 48 hours for any adjourned meeting.

2.     Subject to notes 3 and 5 below, only members are entitled to attend and vote at the Meeting.

3.     A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies (for holder of two or more shares) to attend and vote instead of that member. A proxy need not be a member of the Company. To be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be lodged with the Company's share registrar, Computershare Investor Services (BVI) Limited, c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY no later than 10 a.m. (UKT) on 4 June 2026 or 48 hours before any adjourned meeting.

4.     At the Meeting, the chairman of the Meeting will exercise his power under Article 15.1(a) of the Articles to put the above resolutions to the vote by way of a poll.

5.     Depositary Interest Holders who are CREST members and who wish to issue an instruction through the CREST electronic voting appointment service may do so by using the procedures described in the CREST manual (available from www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting services provider(s), who will be able to take the appropriate action on their behalf.

In order for instructions made using the CREST service to be valid, the appropriate CREST message (a CREST Voting Instruction) must be properly authenticated in accordance with the specifications of Euroclear UK & International Limited (EUI) and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com).

The message, regardless of whether it relates to the voting instruction or to an amendment to the instruction given to the Depositary must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID 3RA50) no later than 10 a.m. (UKT) on 3 June 2026. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST Voting Instruction by the CREST applications host) from which the issuer's agent is able to retrieve the CREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the transmission of CREST Voting Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that the CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a CREST Voting Instruction is transmitted by means of the CREST service by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Voting Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Alternatively, holders of Depositary Interests can complete a Form of Instruction to appoint Computershare Company Nominees Limited, the Depositary's custodian, to vote on the holder's behalf at the General Meeting or, if the General Meeting is adjourned, at the adjourned meeting. To be effective, a completed and signed Form of Instruction (and any power of attorney or other authority under which it is signed) must be delivered to the offices of the custodian, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, UK by no later than 10.a.m. (UKT) on 3 June 2026 or 72 hours before any adjourned meeting.

Entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Depositary Interest register at close of business on 3 June 2026. Changes to entries on the register after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting. Should a beneficial shareholder wish to attend the meeting in person, they will need to contact their broker or custodian to request attendance and the relevant broker or custodian would then need to contact the Depositary Computershare Investor Services PLC they must notify the Depositary in writing or email [email protected] by 10 a.m.(UKT) on 3 June 2026 so the appropriate Letter of Representation can be issued by the Depositary Interest custodian Computershare Company Nominees Limited authorising attendance.

Annex A - New Investing Policy

The Company's objective is to generate superior long-term capital appreciation for shareholders by acquiring and holding equity stakes - principally through in-kind share contributions and secondary market transactions - in high-growth private companies, with a particular focus on late-stage technology, space, and innovation-led businesses operating globally.

The Company may invest in any or all of the following:

•     Equity securities (including ordinary shares, preference shares, convertible instruments, warrants, options, and other equity-linked and synthetic instruments providing access to equity-linked returns) of private companies at any stage of development, with a preference for late-stage or pre-IPO businesses;

•     Equity securities of publicly listed companies, including on recognised exchanges in the UK, USA, Europe, the Middle East, and Asia-Pacific;

•     Special purpose vehicles, funds, or co-investment structures established to hold interests in any of the above;

•     Debt instruments (including convertible notes, convertible loan notes, and loan participations) in companies that fall within the above categories, where the Company considers such instruments offer equity-like return profiles or strategic optionality;

•     Exchange traded funds, money market instruments, listed currencies and forward foreign exchange contracts entered into for the purposes set out in paragraph 5, Cash, cash equivalents, and money market instruments pending deployment or held as a reserve.

There is no restriction on sector, geography, or stage of development, though the Company will prioritise opportunities in technology, space exploration, financial services, clean energy, and related innovation-driven sectors globally.

The Company's use of derivative instruments is limited to the purposes, instruments and counterparties set out in paragraph 5 (Gearing and Derivatives) below. The Company should not be permitted to use derivative structures to materially increase the risk the Company takes executing these investments.

The Company will pursue a concentrated, high-conviction investment strategy. The Board believes that exceptional risk-adjusted returns are best achieved through focused positions in a small number of businesses with compelling growth profiles, rather than broad diversification.

The Company will primarily source investments through:

•     in-kind contribution structures, whereby existing holders of private company shares contribute those securities into the Company in exchange for newly issued shares of the Company;

•     direct secondary market purchases of private company shares from existing shareholders;

•     co-investment arrangements with strategic partners, anchor investors, or co-sponsors; and

•     primary subscriptions in financing rounds.

Investments are intended to be held on a medium-to-long-term basis (typically 3-10 years), with realisation expected through IPO, strategic sale, or secondary market disposal. The Company is not subject to a fixed life and is not required to return capital to shareholders within any defined timeframe, unless the Board determines otherwise.

The Company will pursue a predominantly passive management strategy. However, on a case-by- case basis, it may seek to secure additional governance rights - such as observer or board appointments - where circumstances or specific assets justify enhanced oversight.

The Company operates a deliberately concentrated investing policy and does not impose any mandatory minimum diversification requirement.

4.1 Single-Asset Concentration

The Company's investment strategy is focused on building a concentrated portfolio of equity stakes in a select group of primarily private, late-stage companies that the Board believes are best positioned to achieve global market leadership. While the Company aims over time to hold a diversified portfolio of such investments, the Board recognises that the universe of companies with the potential to achieve or sustain that level of scale is extremely narrow - with businesses such as SpaceX, OpenAI, Anthropic, Databricks and Stripe representing the clearest candidates at this time.

Accordingly, the Company's approach prioritises maximising exposure to these select opportunities, even where this results in a highly concentrated portfolio. During the Investment Period, the Company is permitted to commit up to 75% of its net asset value to a single company, security, or investment. This window is intended to accommodate in-kind contribution transactions and initial portfolio construction, during which time the Company expects to be actively building its broader investment portfolio alongside any dominant single position. Notwithstanding the Investment Period the Company is still under an obligation to deploy the majority of the £6m raised on 9 February 2026 and substantially implement its Investing Policy.

Following the expiry of the Investment Period, no new investment may result in a single position exceeding 50% of net asset value at the time of commitment. For the avoidance of doubt, this limit applies at the point of investment only - existing positions may exceed 50% of net asset value as a result of subsequent valuation mark-ups without constituting a breach of this policy.

Investors should be aware that, as a result of this approach, a single holding may at any time constitute the substantial majority of, or effectively the entirety of, the Company's portfolio by value.

4.2 Number of Investments

The Company is required to maintain a minimum of five investments following the expiry of the Investment Period. There is no limit to the number of investments the Company may undertake.

4.3 Sector and Geography

No minimum or maximum allocation is prescribed for any sector, geography, currency, or asset class.

4.4 Temporary and Structural Concentration

The Company acknowledges that, following a significant in-kind contribution transaction, the resulting position may represent a substantial majority of the Company's total assets. The Board considers this consistent with and expressly permitted by this investment policy and does not constitute a departure from it.

The Company may employ leverage at the Company level and/or through special purpose vehicles. The Board may borrow, or cause subsidiaries to borrow, for investment purposes. Aggregate net borrowings shall not exceed 50% of net asset value at the time of drawdown, though this limit may be exceeded temporarily in connection with the completion of a specific investment and shall be reduced to within the limit within 12 months of such exceedance.

Use of derivatives:

The Company may enter into derivative instruments only for the following purposes:

(a) hedging currency exposure arising from investments, cash balances or borrowings denominated in a currency other than the Company's reporting currency;

(b) hedging interest rate exposure on the Company's borrowings; and

(c) bridging the period between a binding commitment by the Company to acquire a specific investment and the settlement of that investment, provided that the notional exposure of any such bridging position does not exceed the agreed consideration for the underlying investment.

Permitted instruments are limited to forward foreign exchange contracts, interest rate swaps entered into with an investment grade counterparty, and listed options. The Company shall not enter into contracts for difference, total return swaps, or any other instrument that creates synthetic, leveraged or unfunded exposure.

The Company shall not use derivative instruments:

(i) to obtain leveraged exposure to any investment, asset class, index or market;

(ii) to take a net short position in any security, index or market, save for the closing-out of a previously established long position;

(iii) for speculative purposes unconnected with an investment, hedge or pre-settlement bridge expressly permitted above; or

(iv) where the Company's maximum potential loss on the position is not capable of being quantified at the time the position is entered into.

The Company may invest alongside affiliated entities, co-sponsors, and strategic partners, and may hold interests indirectly through special purpose vehicles, holding companies, or co-investment vehicles established for the purpose of holding a specific investment. Cross-holdings within group structures established to facilitate investment will not be treated as separate investments for the purposes of concentration calculations.

Where the Company issues its own shares as consideration for interests in other companies, such cross holdings can be a significant majority, but not more than 75%, of Company's issued shares in aggregate during the Investment Period

The Company shall not:

•     Invest in other closed-ended investment funds or investing companies admitted to trading on AIM;

•     Make any investment that the Board reasonably determines would cause the Company to be classified as a collective investment scheme regulated under the Financial Services and Markets Act 2000;

•     Conduct any regulated investment activity requiring FCA authorisation in the Company's own name, unless appropriate permissions are in place.

There are no further investment restrictions. The Board reserves the right to make investments in any asset class, geography, sector, or structure not expressly prohibited above.

The Company is primarily focused on capital growth and does not currently intend to pay a dividend in the immediate future. The Board may, at its discretion, declare a dividend if circumstances warrant.

As the portfolio of the Company matures and various of its holdings experience liquidity events, such as strategic sales, IPOs or mergers, the Company intends to distribute such windfall gains with its shareholders in the form of dividends or share buy-backs as the primary focus of the Company is to provide exposure to private late-stage companies.

The Company has no fixed wind-up date and is not required to return capital to shareholders within any prescribed period.

Pending deployment into investments, the Company's cash may be held in interest-bearing accounts, money market funds, short-dated government securities, or other low-risk liquid instruments. There is no minimum cash reserve requirement, and the Company may be fully invested at any time.

Annex B - Key Risk Factors

The risk factors described herein are not exhaustive. They represent certain factors that the Company currently believes to be material. However, there may be other risks that are not listed here which could have a material adverse effect on the Company's business, financial condition, results of operations, and prospects. Additional risks and uncertainties not currently known to the Company, or that the Company currently deems to be immaterial, may also materially and adversely affect its business operations.  The risks and uncertainties described below are not the only ones the Company faces. The ordering of the risk factors does not reflect the likelihood of their occurrence or the relative magnitude of their potential impact.

1. Shareholder Concentration Risk

In the early stages of implementing the New Investing Policy, the Company's shareholder register may become highly concentrated, in particular where new capital is raised through in-kind contributions or where anchor investors acquire significant positions as part of the initial deployment of the New Investing Policy. A high degree of shareholder concentration may result in one or more shareholders exercising disproportionate influence over the Company's affairs, including in relation to the appointment and removal of Directors, the approval of significant transactions, and decisions on dividend policy and capital allocation.

The Board intends to seek appropriate structural protections for minority shareholders where practicable, including through the negotiation of relationship agreements with any shareholder holding, or controlling, 20% or more of the Company's issued share capital. Such agreements would typically impose obligations on the relevant shareholder to ensure that transactions between that shareholder and the Company are conducted at arm's length and on normal commercial terms and to refrain from taking action that would restrict the Company's ability to operate independently. However, there can be no assurance that the Board will, in all circumstances, be able to negotiate such protections, that any counterparty will agree to terms that are sufficiently robust, or that, even where such agreements are in place, they will prove effective in practice. Shareholders should be aware that the absence or inadequacy of such protections may materially adversely affect the interests of minority shareholders.

2. Investment Concentration Risk

The Company's New Investing Policy is, by design, one of focused and selective capital deployment rather than broad portfolio diversification. This means that, at any given time and in particular during the initial phase of implementing the strategy when the number of investee companies is likely to be limited, the Company's portfolio may be concentrated in a small number of positions. In such circumstances, the underperformance, financial difficulty, or failure of any single investee company could have a material and disproportionate adverse effect on the Company's net asset value, earnings, and prospects.

The Board considers focused investment to be integral to the strategy and does not intend to diversify the portfolio to the extent that would materially dilute the quality or conviction of individual holdings. Accordingly, concentration risk is expected to persist over the medium term and is not a transient feature of the early deployment phase alone. Investors should carefully consider whether the risk profile of a concentrated, focused investment strategy is consistent with their own investment objectives and risk appetite. The Company does not intend to mitigate concentration risk through diversification, and prospective investors should not assume that such mitigation will be sought.

3. Dilution Risk - Share Allotments, Disapplied Pre-emption Rights, and In-Kind Contributions

The Company may, from time to time, seek shareholder approval to allot new ordinary shares, including on a non-pre-emptive basis, in connection with cash fundraises and acquisitions of investments by way of in-kind contribution. Where pre-emption rights are disapplied, existing shareholders will not have the right to participate in such issuances on a pro rata basis, and their proportionate interests in the Company including their economic interest, voting rights, and entitlement to distributions will be diluted accordingly.

Pursuant to the proposed Resolutions, the Company is seeking shareholder approval to issue up to 93% of its existing issued share capital in order to implement its New Investing Policy. Such approval would enable the Company to issue new equity on a non-pre-emptive basis. The successful delivery of the Company's strategy will result in existing shareholders being heavily diluted as a result of material equity issuances from the New Equity Issuances.

Whilst the Board has indicated that it will give consideration to the conduct of retail offers in appropriate circumstances, there is no obligation on the Company to do so, and any such offers would be subject to conditions, including minimum subscription thresholds, timing and regulatory requirements, which may not always be capable of fulfilment. Shareholders should not assume that they will be afforded the opportunity to participate in future fundraises on terms equivalent to institutional or other investors. The extent of dilution in any individual fundraise will depend on the number of shares issued, the issue price, and the prevailing market conditions at the time, and may be significant.

4. Takeover Provisions - Risk of Partial Suspension and Acquisition of a Controlling Position Without a Mandatory Offer Obligation

The Company is subject to the Takeover Provisions. Under the Takeover Provisions, any person who acquires an interest in shares which, taken together with shares already held by that person and persons acting in concert with them, carries 30% or more of the voting rights of the Company will normally be required to make a general offer to all remaining shareholders at the highest price paid by that person in the preceding 12 months.

The Company is seeking shareholders' approval to allow the Board to suspend the obligation on any investor acquiring Ordinary Shares by way of in-kind contribution to make a mandatory offer after consulting with its nominated adviser. The Board may seek to use its discretion to suspend the Takeover Provisions in connection with in-kind subscriptions where a prospective investor would otherwise be required to make a mandatory offer.

Where the Board do make use of their discretion, an investor making an in-kind contribution may acquire a controlling position in the Company, potentially in excess of 30% of the voting rights, without being required to extend an offer to other shareholders. This removes a material protection that would otherwise be available to minority shareholders. Shareholders who vote in favour of granting the Board such a discretion to suspend the Takeover Provisions with respect to in-kind subscriptions, or who do not vote, should be aware that they may be foregoing the right to receive a mandatory offer that could include a premium to the prevailing market price. The Board cannot guarantee that the terms on which any such investor acquires its controlling position will reflect fair value for the Company's shares.

5. Time Horizon and Illiquidity of Investments - Uncertainty as to Timing and Realisation of Returns

The Company's New Investing Policy focuses on investments in private companies and other illiquid assets. By their nature, such investments have no public market and are subject to restrictions on transfer. The ability of the Company to realise value from any given investment will depend on a number of factors outside the Company's control, including the financial performance and strategic development of the investee company, prevailing market conditions at the time of any proposed exit, the availability and appetite of potential acquirers or co-investors, and, in some cases, regulatory approvals.

There can be no certainty as to the timeframe over which any individual investment will generate a return, or as to the aggregate return that will ultimately be achieved. Investment holding periods may be significantly longer than anticipated, and the Company may be required to hold positions in circumstances where a disposal is not commercially attractive or practically achievable. Shareholders should not expect regular realisations or distributions and should regard their investment in the Company as illiquid in nature. The Company's shares may trade at a discount to net asset value in part as a consequence of investors' perceptions of the illiquid and long-dated nature of the underlying portfolio.

6. Net Asset Value Calculation - Inherent Uncertainty in the Valuation of Private Market Investments

The Company's net asset value ("NAV") represents the Directors' best estimate of the fair value of the Company's assets less its liabilities at a given point in time. Where the portfolio comprises investments in private companies and other assets for which no active secondary market exists, the determination of fair value requires the exercise of significant judgment by the Directors and, where applicable, by external valuers.

In the absence of quoted market prices or frequent arm's length transactions in the relevant securities, valuations will typically be based on recognised methodologies, including comparable company multiples, discounted cash flow analyses, and recent transaction prices. Each of these methodologies is subject to inherent limitations and requires assumptions, as to earnings, growth rates, discount rates, and market comparables, which may prove incorrect. Moreover, valuations of investee companies may only be formally reviewed and updated on an infrequent basis, whether annually in connection with audited accounts or, in some cases, less regularly, meaning that the NAV reported by the Company at any given time may not reflect subsequent developments in the condition or prospects of the underlying businesses.

Investors should be aware that the NAV per share published by the Company is an estimate and may differ materially from the price that would be realised on an actual disposal of the underlying investments. Significant adjustments to carrying values may be required following the completion of investee company audits, new financing rounds at divergent valuations, or other value-determining events, and such adjustments may result in material reductions to reported NAV.