Edge Performance VCT Public : Recommended proposal for the members’ voluntary liquidation of the Company, proposed 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 about the action you should take, you should immediately consult your stockbroker,bank manager, solicitor, accountant or other appropriately qualified independent financial adviser, authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside of the United Kingdom. All Shareholders are strongly advised to consult their professional advisers regarding their own tax position.

If you have sold, transferred or otherwise disposed of all your Shares in Edge Performance VCT public limited company (the "Company"), please pass this document and the accompanying Form of Proxy at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom you made the sale, transfer or disposal for transmission to the purchaser or transferee, except that such documents should not be sent to any jurisdiction under any circumstances where to do so might constitute a violation of local securities laws and regulations. If you have sold, transferred or otherwise disposed of only part of your holding of Shares in the Company, you should retain this document and the accompanying Form of Proxy and consult the stockbroker, bank or other agent through whom you made the sale, transfer or disposal.

EDGE PERFORMANCE VCT PUBLIC LIMITED COMPANY

(Incorporated in England and Wales with registered number 05558025)

Recommended proposal for the members' voluntary liquidation of the Company,

proposed related party transaction

and

Notice of General Meeting

This document should be read in its entirety. Nevertheless, your attention is drawn, in particular, to the letter from the Chairman of the Company which is set out on pages 5 to 10 of this document and which contains a recommendation that you vote in favour of the Resolutions to be proposed at the General Meeting.

Capitalised terms used throughout this document shall have the meanings ascribed to them in Part 3 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).

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 10.00 a.m. on 28 February 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 9 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 10.00 a.m. on 24 February 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.comand 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 10.00 a.m. on 24 February 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 3 February 2023.

Edge Performance VCT plc

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CONTENTS

		Page
EXPECTED TIMETABLE OF PRINCIPAL EVENTS	4
PART 1	LETTER FROM THE CHAIRMAN	5
PART 2	ADDITIONAL INFORMATION	11
PART 3	DEFINITIONS	14
NOTICE OF GENERAL MEETING	17

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

		2023
Notice of General Meeting	3	February
Last day of dealing in the Shares through CREST on a normal
rolling two day settlement basis	23	February
Deadline for receipt of Forms of Proxy	10.00 a.m. on 24 February
Close of Register and Record Date for participation in the
members' voluntary liquidation	6.00 p.m. on 27 February
Suspension of Shares from listing on the Official List and
from trading on the London Stock Exchange	7.30 a.m. on 28 February
General Meeting	10.00 a.m. on 28	February
Appointment of Liquidators	28	February
Expected date of cancellation of the listing of the Shares
on the Official List and of the trading of the Shares on the
London Stock Exchange	8.00 a.m. on 1 March

Notes

1. The above times and/or dates may be subject to change and, in the event of such change, the revised times and/or dates will be notified to Shareholders by an announcement through a Regulatory Information Service.
2. All references to times in this document are to London times.

Edge Performance VCT plc

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PART 1

LETTER FROM THE CHAIRMAN

EDGE PERFORMANCE VCT PUBLIC LIMITED COMPANY

(Incorporated in England and Wales with registered number 05558025)

Directors:	Registered office:
Terence Alan James Back (Chairman)	1 Marylebone High Street
Sir Peter Lytton Bazalgette	London W1U 4LZ
Sir Aubrey Thomas Brocklebank
	3 February 2023
Dear Shareholder

Recommended proposal for the members' voluntary liquidation of the Company

and proposed related party transaction

Introduction

As announced by the Company on 14 December 2022, following lengthy discussions with the Investment Manager as to the Company's current position and the overall market outlook, your Board does not foresee any reasonable opportunity for the Company to grow in the short term. Accordingly,after careful consideration, your Board believes that it is in Shareholders' best interests that the Company be wound up, with the intention that there will be an orderly winding-down of the Company, realisation for cash of the Company's assets and a return of that cash to Shareholders in a manner which will be intended to preserve VCT tax-reliefs. Your Board has, therefore, resolved to recommend to Shareholders that a members' voluntary liquidation of the Company be undertaken. The Board's aim in making this recommendation is to seek to ensure the most efficient and maximum return to Shareholders as is possible.

In order to ensure an efficient realisation process and in seeking to maximise value for Shareholders, the Board and the proposed Liquidators have agreed, subject to Shareholder approval, that the Company enter into an advisory agreement with the Investment Manager. Under this agreement, the Investment Manager will be paid a fee, which includes a performance incentive element, to assist the Liquidators with the asset realisation process during a period of up to two years (which may be extended by mutual agreement between the Liquidators and the Investment Manager) following the commencement of the liquidation. The entry into this advisory agreement will constitute a related party transaction under the FCA'sListing Rules (the "Related Party Transaction") and a summary of the material terms is set out in Part 2 of this document. The purpose of this document is to provide Shareholders with further details of the Proposals and to convene a General Meeting at which Shareholders will be asked to approve the Proposals.

The General Meeting will be held at the offices of Simons Muirhead Burton LLP, 87-91 Newman Street, London W1T 3EY at 10.00 a.m. on 28 February 2023.

The business to be conducted at the General Meeting is set out in the Notice of General Meeting at pages 17 to 21 (inclusive) of this document. You will be asked to consider and vote on the Resolutions set out in the Notice. An explanation of each Resolution is given below.

Background to the Proposals

The Company was launched in September 2005 with the intention to offer Shareholders the opportunity to invest in a broad range of companies in the entertainment and media industry. The Company has consisted of a number of share classes throughout its existence. All share classes, except the H ordinary share class, were, in 2016, consolidated into a single class of I ordinary shares. The I ordinary share class received a final interim dividend of 3.39 pence per I share on 6 December 2021, following which the I ordinary share class was closed. Since 17 December 2021, the Company has comprised a single class of share - the H ordinary shares (the "Shares"). Since the Shares were created in March 2012, the Company has made tax-free distributions to Shareholders of, in aggregate, 77 pence per Share.