Volta Finance : 2022 AGM Voting Schedule

VOLTA FINANCE LIMITED

Annual General Meeting 7 December 2022 - Voting Schedule

RESULTS OF PROXY VOTING RIGHTS RECEIVED

ORDINARY RESOLUTIONS	FOR	AGAINST	WITHHELD	TOTAL VOTES
					(excl. votes
					withheld)
1	To adopt the audited financial statements of the Company for the year ended 31 July 2022,	2,345,564	0	0	2,345,564
	including the reports of the Board of Directors of the Company (the "Board") and the Auditor	(100%)	(0%)
	(together the "Accounts").
2	To re-appoint KPMG Channel Islands Limited of Glategny Court, Glategny Esplanade, St Peter	2,345,196	0	368	2,345,196
	Port, Guernsey GY1 1WR as the Company's Auditor to hold office until the conclusion of the next	(100%)	(0%)
	AGM.
3	To authorise the Board to negotiate and fix the remuneration of the Auditor in respect of the year	2,345,564	0	0	2,345,564
	ending 31 July 2023.	(100%)	(0%)
4	To re-elect Graham Harrison as an Independent Director of the Company.	2,337,271	0	8,293	2,337,271
		(100%)	(0%)
5	To re-elect Dagmar Kershaw as an Independent Director of the Company.	2,337,271	0	8,293	2,337,271
		(100%)	(0%))
6	To re-elect Stephen Le Page as an Independent Director of the Company.	2,337,271	0	8,293	2,337,271
		(100%)	(0%)
7	To elect Yedau Ogoundele as an Independent Director of the Company.	2,337,171	2,293	6,100	2,339,464
		(99.90%)	(0.10%)
8	To approve the quarterly dividend policy of paying approximately 8% of NAV per annum, absent of	2,345,564	0	0	2,345,564
	a notable change in circumstances with a dividend payment date in January, April, July and	(100%)	(0%)
	October.
	SPECIAL BUSINESS - SPECIAL RESOLUTION	FOR	AGAINST	WITHHELD	TOTAL VOTES
					(excl. votes
					withheld)
9	THAT in accordance with Article 5(7) of the Articles, the Board be and is hereby authorised to issue	2,340,850	4,714	0	2,345,564
	equity securities (within the meaning of the Articles) as if Article 5(2) of the Articles did not apply to	(99.98%)	(0.20%)
	any such issue, provided that this power shall be limited to the issue of up to a maximum number
	of 3,658,058 Ordinary shares (being not more than 10% of the number of Ordinary shares in issue

Classification : Confidential

VOLTA FINANCE LIMITED

Annual General Meeting 8 December 2021 - Voting Schedule

	as at the date of this notice) or such other number being not more than 10% of the Ordinary shares
	in issue at the date of the AGM, whether in respect of the sale of shares held as treasury shares,
	the issue of newly created shares or the grant of rights to subscribe for, or convert securities into,
	shares which, in accordance with the Listing Rules, could only be issued at or above net asset value
	per share (unless offered pro rata to existing Shareholders or pursuant to further authorisation by
	Shareholders). This authority will expire on the conclusion of the next AGM of the Company unless
	previously renewed, varied or revoked by the Company at a general meeting, save that the
	Company shall be entitled to make offers or agreements before the expiry of such power which
	would or might require equity securities to be allotted after such expiry and the Directors shall be
	entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred
	hereby had not expired.
	SPECIAL BUSINESS - ORDINARY RESOLUTION	FOR	AGAINST	WITHHELD	TOTAL VOTES
						(excl. votes
						withheld)
10	THAT the Company be generally and unconditionally authorised to make market purchases, for	2,345,546	18	0	2,345,564
	the purposes of Section 315 of the Companies (Guernsey) Law, 2008 (as amended), of Ordinary	(99.99%)	(0.01%)
	shares in the Company on such terms and in such manner as the Directors may from time to
	time determine, provided that:
	(a)	the maximum number of Ordinary shares hereby authorised to be acquired is 5,483,429,
		representing not more than 14.99% of the issued Ordinary share capital of the Company as
		at the date of this notice;
	(b)	the minimum price (excluding expenses) payable by the Company for each Ordinary share
		is €0.01. The maximum price (excluding expenses) which may be paid for any such Ordinary
		share is the higher of (i) an amount equal to 105% of the average of the middle market
		quotations for an Ordinary share in the Company as derived from The London Stock
		Exchange Daily Official List for the five business days immediately preceding the day on
		which such share is contracted to be purchased; and (ii) the amount stipulated by Article
		3(2) of the EU Buy-back and Stabilisation Regulation (2016/1052/EU) being the higher of
		the price of the last independent trade and the highest current independent bid for an
		Ordinary share in the Company on the trading venues where the market purchases by the
		Company pursuant to the authority conferred by this resolution will be carried out (provided
		that limb (ii) shall not apply where the purchases would not bear the risk of breaching the
		prohibition on market abuse);

Classification : Confidential

VOLTA FINANCE LIMITED

Annual General Meeting 8 December 2021 - Voting Schedule

	(c) the authority hereby conferred shall expire at the end of the next Annual General Meeting of
	the Company unless previously renewed, varied or revoked by the Company in general
	meeting; and
	(d) the Company may make a contract to purchase the Ordinary shares under the authority
	hereby conferred prior to the expiry of such authority, which contract will or may be executed
	wholly or partly after the expiry of such authority, and may purchase its Ordinary shares in
	pursuance of any such contract.
11	THAT, in accordance with Section 160 of the Companies (Guernsey) Law, 2008 (as amended),	2,334,052	11,144	368	2,345,196
	the change to the basis of Director's remuneration agreed by the Board in 2017 and applied	(99.52%)	(0.48%)
	subsequently, be ratified. It should be noted that this change in basis did not result in an increase
	in remuneration for any individual director.
12	THAT, in accordance with Article 20(2) of the Articles, the individual Director's remuneration	2,333,952	11,144	468	2,345,096
	specified in such article be amended to 'not exceed €100,000' per annum. Such amendment is	(99.52%)	(0.48%)
	ratified, effective from 1 February 2017.
	SPECIAL BUSINESS - SPECIAL RESOLUTION	FOR	AGAINST	WITHHELD	TOTAL VOTES
					(excl. votes
					withheld)
13	THAT, in accordance with Section 42 of the Companies (Guernsey) Law, 2008 (as amended),	2,342,803	0	2,761	2,342,803
	the draft form of articles of incorporation, available on the Company's website	(100%)	(0%)
	(https://www.voltafinance.com/investors/other-documents), be approved and adopted as the
	new articles of incorporation of the Company (the "New Articles") in substitution for and to the
	entire exclusion of the existing articles of incorporation.
	In addition, a copy of the proposed New Articles of the Company, together with a copy of the
	existing Articles marked to show the changes being proposed, will also be available for
	inspection on request at the Company's registered office from 31 October 2022 until the
	conclusion of the meeting.

Classification : Confidential