DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours on any weekday (Saturdays and public holidays excepted) at the registered offices of the Company and Howard Kennedy whilst the Offer remains open:

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20.1 the Articles;

20.2 the material contracts referred to in paragraph 8 of Part Seven above;

20.3 the half year reports of the Company for the 6 month periods ending 31 July 2013 and 31 July 2014 and the annual accounts for the periods ending 31 January 2012, 31 January 2013 and 31 January 2014;

20.4 the half year reports of OVCT for the 6 month periods ending 31 August 2013 and 31 August 2014 and the annual accounts for the periods ending 29 February 2012, 28 February 2013 and 28 February 2014;

20.5 the Circular and the OVCT Circular; and 20.6 this document.

24 October 2014

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DEFINITIONS

The following definitions apply throughout this document, unless otherwise expressed or the context otherwise requires:

“Acts” CA 1985 and CA 2006

“Admission” the admission of New Shares to trading on the London Stock Exchange’s main market for listed securities

“Advised Investors” investors under the Offer who receive advice from their financial intermediaries

“Applicant” a person applying for Offer Shares using the Application Form

“Application” an application for Offer Shares under the Offer

“Application Form” the application form attached to the end of this document

“Articles” the articles of association of the Company

“Board” the board of directors of the Company

“Boards” the Board and the OVCT Board

“C Ordinary Shares” C Ordinary shares of 1p each in the capital of the Company

“C Ordinary Shareholder” a holder of C Ordinary Shares (and each a “C Ordinary Shareholder”)

“C Ordinary Share Fund” the net assets of the Company represented by the C Ordinary Shares

“CA 1985” Companies Act 1985

“CA 2006” Companies Act 2006

“Capita Asset Services” a trading division of Capita Registrars Limited

“Circular” the circular to Shareholders dated 24 October 2014

“Companies” Octopus Apollo VCT plc and Octopus VCT plc

“Company” or “Apollo” Octopus Apollo VCT plc

“Directors” the directors of the Company (and each a “Director”)

“Dividend Reinvestment Scheme”

or “DRIS”

the dividend reinvestment scheme that the Company is proposing to implement, details of which are set out in Part Two

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“Enlarged Company” Apollo following implementation of the Scheme

“FCA” the Financial Conduct Authority

“FSMA” the Financial Services and Markets Act 2000, as amended

“General Meeting” the general meeting of Apollo to be held on 21 November 2014 (or any adjournment thereof)

“General Meetings” the General Meeting and the OVCT General Meetings

“HMRC” HM Revenue and Customs

“Howard Kennedy” Howard Kennedy Corporate Services LLP

“IA 1986” The Insolvency Act 1986, as amended

“IMA” the investment management agreement between the Company and

Octopus dated 27 July 2006 as varied by a deeds of variation dated 16 August 2012, 28 April 2014 and 24 October 2014

“IMA Deed of Variation” the deed of variation to the IMA dated 24 October 2014 between the Company and Octopus, details of which are set out in Part Two

“ITA 2007” Income Tax Act 2007, as amended

“Liquidators” William Duncan and Adrian Allen of Baker Tilly Restructuring and Recovery LLP, being the proposed liquidators for OVCT

“Listing Rules” the listing rules of the UKLA

“London Stock Exchange” London Stock Exchange plc

‘‘Merger Regulations’’ Venture Capital Trusts (Winding-up and Mergers) (Tax) Regulations 2004

“NAV” net asset value

“New Shares” the Scheme Shares and the Offer Shares (and each a “New Share”)

“Octopus”, the “Manager” or the

“Receiving Agents”

Octopus Investments Limited

“Octopus VCT” any venture capital trust (whether it still exists or not) which is, or was at any time, managed by Octopus

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“Offer” the offer for subscription by the Company for Offer Shares in respect of the tax years 2014/15 and 2015/16 contained in this document

“Offer Agreement” The offer agreement dated 24 October 2014 between the Company, the Directors, the Manager and Howard Kennedy, details of which are set out in Part Two

“Offer Price” the price per Offer Share, as set out in Part Two

“Offer Shares” Shares being offered under the Offer (and each an “Offer Share”)

“Official List” the official list maintained by the UK Listing Authority

“Ordinary Shares” ordinary shares of 10p each in the capital of the Company

“Ordinary Shareholder” a holder of Ordinary Shares (and each an “Ordinary Shareholder”)

“Ordinary Share Fund” the net assets of the Company represented by the Ordinary Shares

“OVCT” Octopus VCT plc

“OVCT Board” the board of directors of OVCT

“OVCT Circular” the circular to OVCT Shareholders dated 24 October 2014

“OVCT Directors” the directors of OVCT

“OVCT First General Meeting” the general meeting of OVCT to be held on 19 November 2014 (or any adjournment thereof)

“OVCT General Meetings” the OVCT First General Meeting and the OVCT Second General Meeting

“OVCT IMA” the investment management agreement between OVCT and Octopus dated 16 September 2009

“OVCT Second General Meeting” the general meeting of OVCT to be held on 28 November 2014 (or any adjournment thereof)

“OVCT Shares” ordinary shares of 1p each in the capital of OVCT

“OVCT Shareholders” holders of OVCT Shares (and each an “OVCT Shareholder”)

“Proposals” the proposals to effect the Scheme and the Offer, and to approve the Resolutions

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“Proposed Directors” the Directors following the Merger (and each a “ Proposed Director”)

“Prospectus” this document

“Prospectus Rules” the prospectus rules made in accordance with the EU Prospectus Directive 2003/71/EC

“Qualifying Company” a company satisfying the requirements of Chapter 4 of Part 6 of ITA 2007

“Qualifying Investments” shares in, or securities of, a Qualifying Company held by a VCT which meets the requirements described in chapter 4 of Part 6 ITA 2007

“Qualifying Subscriber” an individual who subscribes for New Shares and is aged 18 or over and satisfies the conditions of eligibility for tax relief available to investors in a VCT

“Regulatory Information Service” a regulatory information service that is on the list of regulatory information services maintained by the FCA

“Resolutions” the resolutions to be proposed at the General Meetings (and each a

“Resolution”)

‘‘Scheme’’ or “Merger” the proposed merger of Apollo with OVCT by means of placing OVCT into members’ voluntary liquidation pursuant to Section 110 of IA 1986 and the acquisition by Apollo of all of the assets and liabilities of OVCT in consideration for Scheme Shares, further details of which are set out in Part One of this document

‘‘Scheme Calculation Date’’ the date on which the number of Scheme Shares to be issued pursuant to the Scheme will be calculated, anticipated as being after the close of business on 27 November 2014

‘‘Scheme Effective Date’’ the date on which the Scheme will be completed, anticipated as being 28 November 2014

‘‘Scheme Record Date’’ the record date to which entitlements will be allocated pursuant to the Scheme, anticipated as being 27 November 2014

“Scheme Shares” the C Ordinary Shares being issued subject to the Scheme (and each a

“Scheme Share”)

“Shareholders” Ordinary Shareholders and/or C Ordinary Shareholders, as the context permits (and each a “Shareholder”)

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“Shares” Ordinary Shares and C Ordinary Shares in the capital of the Company as the context permits (and each a “Share”)

“TCGA 1992” Taxation of Chargeable Gains Act 1992

“Terms and Conditions” the terms and conditions of Application, contained in this document on pages 108 to 114

‘‘Transfer Agreement’’ the agreement between OVCT (acting through the Liquidators) and Apollo for the transfer of all of the assets and liabilities of OVCT by the Liquidators to Apollo pursuant to the Scheme

“UKLA” the UK Listing Authority, being the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Market Act 2000

“VCT Value” the value of an investment calculated in accordance with Section 278 of the ITA 2007

“venture capital trust” or “VCTs” a company which is, for the time being, approved as a venture capital trust under Section 259 of the ITA 2007

“VCT Rules” Part 6 ITA 2007 and every other statute (including any orders, regulations or other subordinate legislation made under them) for the time being in force concerning VCTs

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