Downing Protected VCT 3 plc will seek shareholder approval for a share repurchase program at its Annual General Meeting to be held on July 5, 2013. Under the program, Downing Protected will repurchase up to 1,066,591 ‘C' shares, 1,601,760 ‘A' shares, 1,489,122 ‘D' shares, 2,234,234 ‘E' shares and 1,612,427 ‘F' shares, representing 14.99% of its respective issued share class. The minimum price which may be paid for an ordinary share, ‘C' share, ‘A' share, ‘D' share, ‘E' share or an ‘F' share is its respective nominal value.

The maximum price which may be paid for an ordinary share, ‘C' share, ‘A' share, ‘D' share, ‘E' share or an ‘F' share is an amount, exclusive of all expenses, equal to 105% of the average of the middle market quotations of the ordinary share, ‘C' share, ‘A' share, ‘D' share, ‘E' share or an ‘F' share as derived from the Daily Official List of the London Stock Exchange, for each of the five business days immediately preceding the day on which the ordinary share, ‘C' share, ‘A' share, ‘D' share, ‘E' share, or an ‘F' share is contracted to be purchased. The authority will be valid till next Annual General Meeting or for 15 months.