SVG Capital : Copies of Resolutions passed at AGM

SVG Capital plc

Registered number: 3066856

Copies of Resolutions passed at the Annual General Meeting of the Company held on 3 May 2016

Pursuant to Listing Rule 9.6.2, SVG Capital plc gives notice that the following resolutions, concerning business other than ordinary business, were passed at the Annual General Meeting held on 3 May 2016:

Ordinary resolutions

11. That, in substitution for all subsisting authorities, the Board be generally and unconditionally authorised to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:

(A) up to a nominal amount of £1,580,016 (equivalent to 1% of the issued ordinary share capital of the Company as at 22 March 2016) in connection with the SVG Capital 2007 Performance Share Plan;

(B) up to a nominal amount of £52,667,209 (such amount to be reduced by the nominal amount allotted or granted under paragraph (C) below in excess of such sum); and

(C) comprising equity securities (as defined in the Companies Act 2006) up to a nominal amount of £105,334,418 (such amount to be reduced by any allotments or grants made under paragraph (B) above) in connection with an offer by way of a rights issue:

(i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

(ii) to holders of other equity securities as required by the rights of those securities or as the Board otherwise considers necessary,

and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter;

such authorities to apply until the end of next year's annual general meeting (or, if earlier, until the close of business on 31 July 2017) but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Board may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.

12. Without prejudice to any future or subsisting authorities and in addition to the power granted pursuant to Resolution 13, the Company be and is hereby generally authorised for the purposes of Section 701 of the Companies Act 2006 to apply an amount not exceeding £70 million to make market purchases (as defined in Section 693(4) of the Companies Act 2006) of its ordinary shares of £1.00 each ('Ordinary Shares'), in connection with one or more tender offers for Ordinary Shares, provided that:

(A) the maximum number of Ordinary Shares that may be purchased under this authority is 14,000,000 (equivalent to 8.86% of the issued ordinary share capital of the Company as at 22 March 2016);

(B) the maximum price that may be paid for any Ordinary Share shall be such amount as equals the Adjusted Diluted NAV per Ordinary Share and the minimum price that may be paid for any Ordinary Share is £1.00;

(C) this authority will expire at the conclusion of the Company's annual general meeting held in 2017 or, if earlier, at the close of business on 31 July 2017;

(D) the Ordinary Shares are (as at the pricing of the relevant tender offer) trading at a discount to the Adjusted Diluted NAV per Ordinary Share;

(E) the Company may make a contract or contracts to purchase Ordinary Shares under this authority before its expiry which will or may be executed wholly or partly after the expiry of this authority and may make a purchase of Ordinary Shares pursuant to any such contract; and

(F) for the purposes of paragraphs (B) and (D):

(i) the 'Adjusted Diluted NAV per Ordinary Share' shall mean the Company's most recent published net asset value per Ordinary Share as at the pricing of the relevant tender offer and updated for changes to the value of quoted holdings, Fees and Financing Costs, foreign exchange movements and gains or losses in connection with realisations of investments up to the latest practicable date prior to the pricing of the relevant tender offer ('Relevant NAV'), with the denominator used for calculating the per Ordinary Share value determined on the basis of: (a) all the Ordinary Shares in issue, less any Ordinary Shares held by the Company in treasury, in each case as at the latest practicable date prior to pricing of the relevant tender offer; and (b) all Options outstanding as at the latest practicable date prior to pricing of the relevant tender offer which (x) if having an exercise price, have an exercise price which is less than the Relevant NAV per Ordinary Share on an undiluted basis as described in paragraph (a) above, having been exercised; and (y) if having no exercise price, having been satisfied;

(ii) 'Fees and Financing Costs' shall mean management or advisory fees paid (or accrued) with respect to investments held by the Company, interest, non-utilisation or commitment fees and swap costs paid (or accrued) with respect to the Company's senior debt and the Company's £120,000,000, 8.25% convertible bonds due 2016; and

(iii) 'Options' shall mean awards made under the SVG Capital Share Incentives Plan, the SVG Capital 2007 Performance Share Plan, the SVG Capital 2010 Performance Share Plan, the Schroder Ventures International Investment Trust pic Executive Share Option Plan 2001 and any awards made under any other employees' share scheme or long term incentive scheme (as such terms are defined in the Listing Rules of the Financial Services Authority) made by the Company in respect of Ordinary Shares from time to time.

13. Without prejudice to any future or subsisting authorities, that the Company be authorised for the purposes of Section 701 of the Companies Act 2006 to make one or more market purchases (as defined in Section 693(4) of the Companies Act 2006) of its ordinary shares of £1.00 each ('Ordinary Shares'), such power to be limited:

(A) to a maximum number of 15,800,162 Ordinary Shares (equivalent to 10% of the issued ordinary share capital of the Company as at 22 March 2016);

(B) by the condition that the minimum price which may be paid for an Ordinary Share is £1.00 and the maximum price which may be paid for an Ordinary Share is the highest of:

(i) an amount equal to 5% above the average market value of an Ordinary Share for the five business days immediately preceding the day on which that Ordinary Share is contracted to be purchased; and

(ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out, in each case, exclusive of expenses; and

(C) by the condition that purchases may only be made pursuant to this authority if the Ordinary Shares are (at the date of the proposed purchase) trading on the London Stock Exchange at a discount to the latest published net asset value per Ordinary Share,

such power to apply until the end of next year's annual general meeting (or, if earlier, until the close of business on 31 July 2017) but in each case so that the Company may enter into a contract to purchase Ordinary Shares which will or may be completed or executed wholly or partly after the power ends and the Company may purchase Ordinary Shares pursuant to any such contract as if the power had not ended. Ordinary Shares purchased under this authority may be sold for cash, transferred to satisfy claims under employee share schemes, held in treasury or cancelled.

Special resolutions

14. That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

Stuart Ballard

Company Secretary

3 May 2016