Edge Performance VCT Public : Proposed Class 1 Transactions, Related Party Transaction and Notice of General Meeting

Edge Performance VCT plc

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000, as amended ("FSMA"), immediately if you are in the United Kingdom, or another appropriately authorised independent professional adviser if you are in a territory outside the United Kingdom.

If you sell or transfer, or have sold or otherwise transferred, all of your Shares in Edge Performance VCT public limited company (the "Company"), please send this document, together with any accompanying documents, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. However, such documents should not be forwarded, distributed or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction. If you have sold or transferred part of your holding of Shares in the Company, please retain this document and any accompanying documents and contact immediately the bank, stockbroker or other agent through whom the sale or transfer was effected.

EDGE PERFORMANCE VCT PUBLIC LIMITED COMPANY

(Incorporated in England and Wales with registered number 05558025)

Proposed Class 1 Transactions,

Related Party Transaction and

Notice of General Meeting

This document should be read in its entirety. Your attention is drawn to the letter from the Chairman of the Company which is set out on pages 6 to 9 of this document and the recommendation in respect of the Resolution to be proposed at the General Meeting referred to below.

Capitalised terms used throughout this document shall have the meanings ascribed to them in Part 4 of this document, unless the context otherwise requires.

The contents of this document should not be construed as legal, financial or tax advice. Each Shareholder should consult their own legal, financial or tax adviser for legal, financial or tax advice (as appropriate).

The Company and the Directors, whose names appear on page 5 below, accept responsibility for the information contained in this document. To the best of the knowledge of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

Notice of a general meeting of the Company to be held at the offices of Simons Muirhead Burton LLP, 87-91 Newman Street, London W1T 3EY at 2.00 p.m. on 11 January 2023 (the "General Meeting") is set out at the end of this document. Details of the actions you are recommended to take are set out on page 8 of this document.

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Whether or not you intend to be present at the General Meeting, you are requested to complete, sign and return the Form of Proxy for use at the General Meeting which accompanies this document. To be valid the Form of Proxy must be completed and signed in accordance with the instructions printed thereon and delivered to the Company's registrar, The City Partnership (UK) Limited (the "Registrar"), at The Mending Rooms, Park Valley Mills, Meltham Road, Huddersfield HD4 7BH as soon as possible but, in any event, so as to arrive not later than 2.00 p.m. on 9 January 2023 (or, in the case of any adjournment of the General Meeting, not later than 48 hours (excluding non-Business Days) before the time fixed for the holding of the adjourned meeting). Alternatively, Shareholders may complete the Form of Proxy electronically via the Registrar's online proxy voting app at proxy-edge-gm.cpip.io. Instructions for this option are given in Note 3 in the Notice of General Meeting.

If you hold Shares in CREST you may also appoint a proxy by completing and transmitting a CREST Proxy Instruction to the Registrar (CREST participant ID 8RA57) in accordance with the procedures set out in the CREST Manual. Alternatively, you may give proxy instructions by logging onto www.euroclear.com and following the instructions. Proxies sent electronically must be sent as soon as possible and, in any event, so as to be received not later than 2.00 p.m. on 9 January 2023 (or, in the case of any adjournment of the General Meeting, not later than 48 hours (excluding non-Business Days) before the time fixed for the holding of the adjourned meeting).

The completion and return of a Form of Proxy (or the electronic appointment of a proxy) will not prevent Shareholders from attending and voting at the General Meeting, or any adjournment thereof, in person, should they wish to do so.

No person has been authorised to give any information or make any representation other than those contained in this document and, if given or made, such information or representation must not be relied on as having been so authorised. The delivery of this document shall not, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this document or that the information in it is correct as at any subsequent time.

Dickson Minto W.S. ("DM"), which is authorised and regulated in the United Kingdom by the FCA, is acting solely for the Company and no one else in relation to the matters set out or referred to in this document and will not regard any other person (whether or not a recipient of this document) as its client in relation to the matters set out or referred to in this document and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the matters set out or referred to in this document.

Apart from the responsibilities and liabilities, if any, which may be imposed upon DM under FSMA or the regulatory regime established thereunder, DM does not accept any responsibility whatsoever or make any representation or warranty, express or implied, concerning the contents of this document, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the matters set out or referred to in this document and nothing in this document is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. DM accordingly disclaims, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this document or any such statement.

The information included herein is based upon information available as at the date of this document and, except as requested by the FCA or required by the Listing Rules, the Disclosure Guidance and Transparency Rules, each as appropriate, or any other applicable law, will not be updated.

This document is dated 14 December 2022.

Edge Performance VCT plc

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CONTENTS

EXPECTED TIMETABLE OF PRINCIPAL EVENTS	4
DIRECTORS, INVESTMENT MANAGER AND OTHER ADVISERS	5
PART 1	LETTER FROM THE CHAIRMAN	6
PART 2	BUSINESS OF THE GENERAL MEETING	10
PART 3	ADDITIONAL INFORMATION	14
PART 4	DEFINITIONS	17
EDGE PERFORMANCE VCT PUBLIC LIMITED COMPANY NOTICE OF GENERAL MEETING	20
FORM OF SHAREHOLDERS' DEED OF RELEASE DEED POLL	24
FORM OF DIRECTORS' DEED OF RELEASE DEED POLL	25

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication of this document	14 December 2022
Latest time and date for receipt of proxy appointments
and instructions for the General Meeting	2.00 p.m. on 9 January 2023
General Meeting	2.00 p.m. on 11 January 2023

Notes

1. References to times in this document are to London time unless otherwise stated.
2. The times and dates set out in the expected timetable may be adjusted by the Company, acting in its sole discretion, in which event details of the new times and/or dates will be notified to Shareholders by an announcement made by the Company through a Regulatory Information Service.

Edge Performance VCT plc

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DIRECTORS, INVESTMENT MANAGER AND OTHER ADVISERS

Directors	Terence Alan James Back
	Sir Peter Lytton Bazalgette
	Sir Aubrey Thomas Brocklebank
Company Secretary	ISCA Administration Services Limited
	Suite 8, Bridge House
	Courtenay Street
	Newton Abbot
	Devon TQ12 2QS
Investment Manager	Edge Investments Limited
	1 Marylebone High Street
	London W1U 4LZ
Sponsor and legal adviser	Dickson Minto W.S.
	Broadgate Tower
	20 Primrose Street
	London EC2A 2EW
Registrar	The City Partnership (UK) Limited
	The Mending Rooms
	Park Valley Mills
	Meltham Road
	Huddersfield HD4 7BH