New Investing Policy & Share Combination Circular

Jade Road Investments Limited

22 May 2026

 

JADE ROAD INVESTMENTS LIMITED

("Jade Road Investments", "JADE" or the "Company)

New Investing Policy

Share Combination 

Change of Name

Authority to allot Ordinary Shares

Partial Suspension of Takeover Provisions

Notice of General Meeting

Jade Road Investments Limited (AIM:JADE), the London quoted investment company that looks to provide investors exposure to alternative investments which aim to offer higher returns and lower risk than traditional asset classes, is pleased to announce that the Company will today post the below Circular to Shareholders. These documents will also shortly be available on the Company's website.

The General Meeting of the Company ‎ will be held at 10.00 a.m. UKT on 8 June 2026 at Troutman Pepper Locke UK LLP, Second Floor, 201 Bishopsgate, London EC2M 3AB.

Capitalised terms used but not otherwise defined in this announcement shall have the meanings ascribed to such terms in the Circular, unless the context requires otherwise.

For further information, please contact:

Jade Road Investments Limited

[phone]

John Croft

Zeus Capital Limited - Nominated Adviser & Sole Broker

[phone]

James Joyce / Andrew de Andrade

This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication and posting of this Circular and Form of Proxy	22 May 2026
Latest time and date for receipt of Forms of Instruction	10.00 a.m. UKT on 3 June 2026
Latest time and date for receipt of Forms of Proxy	10.00 a.m. UKT on 4 June 2026
Date of General Meeting	10.00 a.m.  UKT on 8 June 2026
Latest time and date for dealing in Ordinary Shares	5.30 p.m. UKT on 8 June 2026
Share Combination record date	6.00 p.m. UKT on 8 June 2026
Issue and allotment of Combined Shares	9 June 2026
Admission of Combined Shares to AIM	8 a.m. on 9 June 2026

DIRECTORS AND ADVISERS

Directors:	John Croft (Executive Chairman) Nicolas Vassaux (Non-Executive Director) Yunus Olcer (Non-Executive Director) Christian Reyntjens (Non-Executive Director)
Registered Office:	Commerce House, Wickhams Cay 1 PO Box 3140 Road Town, Tortola British Virgin Islands VG1110
Principal Place of Business:	Unit GA-00-SZ-L1-RT-202 FinTech Hive Gate Avenue Level 1 Dubai International Financial Centre (DIFC) Dubai, United Arab Emirates
Company Secretary:	Conyers Corporate Services (BVI) Limited Commerce House, Wickhams Cay 1 PO Box 3140 Road Town, Tortola British Virgin Islands VG1110
English Lawyers to the Company:	Troutman Pepper Locke UK LLP Second Floor 201 Bishopsgate London EC2M 3AB
BVI Lawyers to the Company:	Ogier 11th Floor Central Tower 28 Queen's Road Central Hong Kong
Auditors:	PKF Littlejohn LLP 15 Westferry Circus London E14 4HD
Registrars:	Computershare Investor Services (BVI) Limited Woodbourne Hall PO Box 3162 Road Town, Tortola British Virgin Islands
Depositary:	Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS13 8AE
Company Website:	www.jaderoadinvestments.com

PART 1

LETTER FROM THE EXECUTIVE CHAIRMAN

JADE ROAD INVESTMENTS LIMITED

(Incorporated in the British Virgin Islands with registration number 1459602)

Directors: John Croft (Executive Chairman) Nicolas Vassaux (Non-Executive Director) Yunus Olcer (Non-Executive Director) Christian Reyntjens (Non-Executive Director)

Registered Office: Commerce House, Wickhams Cay 1 PO Box 3140 Road Town, Tortola British Virgin Islands, VG1110

22 May 2026

Dear Shareholder

New Investing Policy

Share Combination

Change of Name

Authority to allot Ordinary Shares

Partial Suspension of Takeover Provisions

Notice of General Meeting

1.    Introduction

This Circular contains notice of the Company's GM, at which the Directors are, inter alia, seeking approval from the shareholders to (i) adopt the New Investing Policy; (ii) proceed with the Share Combination; (iii) change the name of the Company; (iv) renew the authority to issue new shares; (v) suspend the Takeover Provisions; and (vi) adopt the Amended and Restated Articles and Amended and Restated Memorandum.

2.    Background to and reasons for the New Investing Policy

The Company is proposing to update its Investing Policy to reflect more transparently how the Board believes long-term shareholder value is actually created under the Company's strategy. The Board's belief, supported by the track record of the most successful late-stage technology investors, is that meaningful capital appreciation comes from a small number of high-conviction positions in category-defining businesses, not from broad diversification across 40-50 holdings of roughly 2% each, which tends to dilute returns toward a benchmark-like outcome without materially improving the underlying risk profile. The universe of private companies genuinely capable of sustained global market leadership (such as SpaceX, OpenAI, Anthropic, Databricks, Stripe and a handful of comparable peers) is, by definition, narrow. The Board believes that shareholders are therefore best served by the New Investing Policy that allows the Company to gain exposure to those types of businesses with conviction rather than suppressing position sizes for the sake of diversification.

The Company will primarily source investments through:

•     in-kind contribution structures, whereby existing holders of private company shares contribute those securities into the Company in exchange for newly issued shares of the Company;

•     direct secondary market purchases of private company shares from existing shareholders;

•     co-investment arrangements with strategic partners, anchor investors, or co-sponsors; and

•     primary subscriptions in financing rounds.

As announced by the Company on 9 February 2026, the Company is seeking to complete material new equity issues of a minimum of US$100 million comprising in-kind and cash investments as part of its first phase. The new equity issue is now expected to be completed in the next quarter. The Board believes there is scope for the Company's investment model to facilitate further equity issues materially in excess of this level and has ambitions to grow its NAV to over US$1 billion.

The New Investing Policy also reflects the practical mechanics of portfolio construction. During the Investment Period, the portfolio will, by design, be concentrated in one or a handful of positions while investments are progressively made through in-kind contributions, secondary purchases and primary subscriptions. The New Investing Policy therefore expressly permits single-asset weightings of up to 75% of net asset value until the expiry of the Investment Period, tapering thereafter to a 50% limit of net asset value measured at-cost immediately after any single new investment. Critically, this concentration is expected to decline structurally over time as (i) further high-conviction investments are added to the portfolio, (ii) existing holdings mature toward liquidity events, IPOs, strategic sales and secondary disposals, enabling partial or full realisations and redeployment of proceeds, and (iii) successive equity raises provide additional capital for investment into new opportunities, mechanically reducing the weight of any dominant position.

The AIM Rules do not impose any mandatory diversification threshold on investing companies. Nonetheless, Shareholders are advised to exercise caution when considering the New Investing Policy given it may result in a highly concentrated profile in terms of size, holding and nature of the Company's future investments. In particular, Shareholders are asked to consider the non-exhaustive list of risk factors set out in Annex B in deciding whether to approve the New Investing Policy at the General Meeting.

Current Investing Policy

The current Investing Policy, as set out in the Company's circular to Shareholders dated 10 October 2025, is ‎as follows‎:

1)   The Company has an indefinite life, is sector-agnostic, and is primarily focused on and weighted towards mid / late-stage technology investments with a lesser weighting on earlier stage technology investments.  The overarching objective of the Company is generating long-term capital gains for its shareholders.

2)   The Company will seek the best risk-adjusted returns globally, with a preference for opportunities in the United States, Europe, and Asia.

3)   The Company will primarily take direct stakes in private companies, either through cash investments or through issuing its own shares as consideration. It may also invest through indirect structures (including but not limited to special purpose vehicles) and in listed securities, futures, Exchange Traded Funds, Money Market Funds, over-the-counter traded securities, currencies, convertible securities, forward contracts and contractual obligations or similar such assets. The Company could take long or short positions in such assets.

4)   At the time of entering into any investment, the Company shall ensure that such investment does not represent more than 20% of the Company's net asset value immediately following the relevant transaction, except while the Company's net asset value is less than $100m. There is no limit to the number of investments the Company may undertake.

5)   With respect to early-stage investments, the Company shall ensure that, on a cumulative basis, such investments do not represent more than 25% of the Company's net asset value immediately following the relevant transaction.

6)   There are no restrictions on the duration for which the Company may hold any investment, nor on the timeframe within which the Company must make its investments. There are no restrictions on the Company's ability to realise or sell any of its investment portfolio at any time.

7)   The Company will pursue a predominantly passive management strategy. However, on a case-by-case basis, it may seek to secure additional governance rights-such as observer or board appointments-where circumstances or specific assets justify enhanced oversight.

8)   The Company may utilise gearing when appropriate, applying it selectively and prudently, and guided by market conditions, liquidity, and investor expectations.

9)   Where the Company issues its own shares as consideration for interests in other companies, such cross holdings will be limited to 20 per cent of the Company's issued shares in aggregate from time to time.

New Investing Policy

In order to facilitate the Company's strategic objectives, the Company is proposing Resolution 1 to amend the Investing Policy to the New Investing Policy as set out in Annex A in this document.

Taxation status

The Group companies are incorporated in the BVI, Hong Kong and the United Kingdom. Companies are not subject to any income tax in the BVI. The Group does not engage in any business activities or generate income in Hong Kong or the United Kingdom; no liability therefore arises to taxation in either jurisdiction. The change to the Investing Policy will not result in a change to the Company's taxation status.

NAV Updates

At the conclusion of the Investment Period the Company will provide quarterly NAV updates.

Expertise Board of Directors

Mr. John Croft, Executive Chairman

John Croft is an experienced Chairman, non-executive Director and executive with a successful international career in the technology and financial services sectors.

He is also a non-executive Director at Aura Renewable Acquisitions PLC and Golden Rock Global PLC, both Special Purpose Acquisitions Companies (SPACs) quoted on the Standard List (Cash Shells) and AIM respectively of the London Stock Exchange, and non-executive Director at Brazilian Nickel Limited which is developing a Nickel and Cobalt project in North-Eastern Brazil.

He has previously held senior Director level positions in Racal Electronics and NCR Corporation, following an early career in banking with HSBC and Citibank.

Mr Yunus Olçer, Non-executive Director

Yunus Olcer is an experienced investment manager and currently consults to NOIA Capital, a Dubai-based multi-family office specialising in growth capital investments, acting as Portfolio Manager of its public equities hedge fund investments. He began his career in investment banking at Goldman Sachs in London, before moving into investment management roles at BlueMountain Capital, Sikra Capital (Leucadia Investment Management) and Berry Street Capital, where he focused on global equities, credit and special situations investments.

He holds a degree in Industrial Engineering and Management from the Technical University of Berlin, graduating with first-class honours, and also studied Corporate Finance and Management at Tongji University in Shanghai.

Mr. Christian Reyntjens, Non-executive Director

Christian Reyntjens is the founder of A Black Square, a family office focused on investments in special situations, real estate, and private equity. The family office also oversees the family's art collection and maintains engagement with cultural institutions.

Prior to founding A Black Square, Christian was a Partner at York Capital Management, where he led the European equity group and co-managed the York European Opportunities and York European Focus funds. Earlier in his career he worked in Mergers & Acquisitions at Merrill Lynch in London.

Christian holds an M.S. in Banking and Finance from HEC Lausanne and a B.S. and M.S. in Management Engineering from the Catholic University of Leuven.

Mr. Nicolas Vassaux, Non-executive Director

Nicolas Vassaux is a Belgian entrepreneur and investor, currently Head of Direct Deals at NOIA Capital, a Luxembourg-based multi-family office specializing in growth capital. He co-founded NOIA Capital in 2019, initially launching one of Europe's earliest regulated digital asset investment funds. Since then, he has helped expand the firm into a diversified investment platform deploying internal and external capital across four verticals: listed equities, direct deals, digital assets, and alternative managers. Nicolas sits on the board of multiple private companies.

Before founding NOIA Capital, Nicolas worked in the direct investments division of a Belgian family office, focusing on tech venture capital and small to mid-sized non-tech companies, where he also took on operational roles such as CFO and COO within portfolio companies. Earlier in his career, he spent time at Deloitte in the Growth & Turnaround practice and nearly five years at Roland Berger, advising on growth strategies, cost-reduction programs, reorganizations, and M&A.

Nicolas began his career at Degroof Petercam in private wealth portfolio management. He holds a first-class honours degree from the Solvay Brussels School and is fluent in French, English, and Spanish.

3.    Share Combination

The Company proposes to combine every 10 authorised issued and unissued ordinary shares of no par value into 1 ordinary share of no par value (the "Combined Shares") in the Company (the "Share Combination").

The record date for the Share Combination is 6 p.m. UKT on 8 June 2026.  Fractional entitlements resulting from the Share Combination will be disregarded and will not be issued to shareholders.

Following the Share Combination application will be made to admit 1,076,004 Combined Shares to trading on AIM in place of the existing Ordinary Shares, which is expected to occur at 8 a.m. on 9 June 2026.

Following the admission to AIM of the Combination Shares on 9 June 2026, there will be 1,076,004  outstanding Ordinary Shares in issue with equal voting rights. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company's share capital pursuant to (i) the Company's Articles, (ii) the Financial Conduct Authority's Disclosure Guidance and Transparency Rules and/or (iii) the AIM Rules.

The Company has applied for and received a new ISIN and SEDOL required as a result of the Share Combination. The new ISIN is VGG4S09E1392 and the new SEDOL is BWM2159.  The existing ISIN and SEDOL will be cancelled.

4.    Change of Name

The Company is seeking shareholders' approval to change its name to Shaires Holdings Ltd.  The Company's new TIDM on AIM will be "SHR".

The new name will only become effective upon registration of the new name with the BVI Registrar.

5.    Authority to allot Ordinary Shares

Following the Share Combination, to ensure that the Company can complete future equity fundraising and issue further equity when required to implement the New Investing Policy (including any New Equity Issuance) and reach its ambitions of growing its NAV to in excess of US$1 billion, the Board is proposing that the Directors be granted a mandate to allot 100,000,000 Ordinary Shares (post Share Combination), representing approximately 93 times the Company's then existing share capital (following completion of the Share Combination). This authority will revoke the authority previously granted at the Company's general meeting held on 8 January 2026 and will expire at the conclusion of the next annual general meeting of the Company following the passing of this resolution, or, if earlier, at the close of business on 8 September 2026, save that the Company may, before such expiry, make an offer or agreement which would or might require Ordinary Shares to be allotted or rights to be granted after such expiry and the Board may allot Ordinary Shares or grant rights in pursuance of such an offer or agreement as if this authority had not expired.

In light of the substantial share allotment authorities being proposed by the Company at the General Meeting in order to execute the New Investing Policy and any New Equity Issuance, the Board notes that it will give due consideration to offering existing eligible Shareholders the opportunity to participate in future cash fundraises through launching a retail offering, or equivalent, should it be considered appropriate.

6.    Partial Suspension of Takeover Provisions

The Takeover Provisions currently require any person who acquires a beneficial interest in shares carrying 30% or more of the Company's voting rights or, if already holding between 30% and 50%, acquires any additional interest to extend a mandatory offer to all remaining shareholders. Whilst the Directors recognise that the Takeover Provisions serve an important protective function for minority shareholders, they have concluded that, in the context of the Company's New Equity Issuance and the implementation of the New Investing Policy, the Takeover Provisions would likely lead to additional and uncertain conditionality in completing new investments. In particular, the obligation to make a mandatory offer, or seeking a waiver of such requirement, may deter otherwise suitable investors from participating in any New Equity Issuance, thereby constraining the Company's ability to raise capital on attractive terms and to execute the New Investing Policy effectively.

Accordingly, the Directors are seeking Shareholders' approval to grant the Board authority, for a period of 18 months from the effective date of the Amended and Restated Articles (the "Suspension Period"), to suspend the Takeover Provisions in connection with any New Equity Issuance settled by way of in-kind contribution that would otherwise trigger the mandatory offer obligation. Any such suspension would be exercised by the Board only after consultation with the Company's nominated adviser and would be limited in scope to the circumstances of the relevant New Equity Issuance. For the avoidance of doubt, the Takeover Provisions will otherwise remain in full force and effect during the Suspension Period in respect of any New Equity Issuance settled by way of cash or purchase of existing shares and will automatically resume in respect of all transactions upon its expiry. Subject to Shareholders' approval of the suspension of the Takeover Provisions as described above, Article 46 of the Articles will also be amended to incorporate the Board's ability to suspend the Takeover Provisions in respect of New Equity Issuances where the consideration is an in-kind contribution during the Suspension Period.

Shareholders should note that the exercise of this authority will remove, in respect of any New Equity Issuance which is specifically settled by way of in-kind contribution, a protection that would otherwise be available to them. The Board is mindful of this and wishes to draw Shareholders' attention to the following safeguards that it intends to apply in connection with any New Equity Issuance in respect of which the Board decides to exercise its discretion to suspend the Takeover Provisions:

a)   Nominated adviser consultation: the Board will consult with the Company's nominated adviser prior to exercising the suspension authority in respect of any New Equity Issuance.

b)   Investor due diligence: the Company will conduct appropriate due diligence and allow the Nominated Advisor to conduct appropriate due diligence, on any prospective new investor whose participation in any New Equity Issuance would, but for the suspension, trigger the mandatory offer obligation, with a view to assessing the suitability of that investor and the potential impact of their shareholding on the Company and its shareholders.

c)   Relationship agreement: where any individual shareholder would, following completion of any New Equity Issuance, hold 20% or more of the Company's issued share capital, the Board will give due consideration as to whether to require that shareholder to enter into a relationship agreement with the Company prior to or contemporaneously with the relevant New Equity Issuance. Such agreement would be intended to ensure, amongst other things, that the Company is capable of carrying on its business independently of that shareholder, that transactions and arrangements between the Company and that shareholder (and their associates) are conducted at arm's length and on normal commercial terms, and that the shareholder does not take any action to circumvent the proper application of the AIM Rules.

d)   Continued AIM Rules compliance: notwithstanding the suspension of the Takeover Provisions in respect of a specific New Equity Issuance, the Company will continue to comply with all applicable obligations under the AIM Rules for Companies and other applicable regulations.

The Board considers that the proposed authority strikes an appropriate balance between facilitating the Company's investment objectives and preserving adequate protections for Shareholders during the proposed 18-month period. The Directors will exercise the authority responsibly and only where they consider it to be in the best interests of the Company and its Shareholders as a whole. Shareholders are reminded that the suspension of the Takeover Provisions in connection with any New Equity Issuance will be disclosed to the market in accordance with the Company's obligations under the AIM Rules and UK MAR, and Shareholders will be kept informed of any material developments in relation to the Company's shareholding structure.

7.    Adoption of second amended and restated memorandum and articles of association

The Company will propose a Resolution to adopt the Amended and Restated Memorandum and the Amended and Restated Articles to incorporate the new company name, the new maximum number of shares the Company is authorised to issue following the Share Combination and the amended Takeover Provisions.

8.    Action to be taken

You will find the Notice of General Meeting set out at the end of this document.  The General Meeting (at which the Resolutions will be proposed) will be held at 10 a.m. UKT on 8 June 2026.  All the Shareholders are entitled to vote for or against the Resolutions.

Shareholders will be sent a Form of Proxy for use at the General Meeting.  Whether or not you intend to be present at the General Meeting, you are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon as soon as possible.  To be valid, completed Forms of Proxy must be received by the Company's registrars, Computershare Investor Services (BVI) Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY no later than 10.00 a.m. UKT on 4 June 2026, being 48 hours before the time appointed for holding the General Meeting.  Completion of the Form of Proxy will not preclude you from attending and voting at the General Meeting in person if you so wish.

Depositary Interest Holders will be provided with a Form of Instruction for use at the General Meeting.  Whether or not you wish to be present at the General Meeting, you are requested to complete and return the Form of Instruction or lodge a vote through the CREST system in accordance with the instructions printed thereon as soon as possible.  To be valid, completed Forms of Instruction must be received by the Depositary at The Pavilions, Bridgwater Road, Bristol BS99 6ZY no later than 10.00 a.m. UKT on 3 June 2026, being 72 hours before the time appointed for holding the General Meeting.

Completion of the Form of Instruction will not preclude you from attending and voting at the General Meeting in person if you so wish. Please refer to the information on the Form of Instruction on how to request attendance.

9.    Recommendation

The Directors recommend Shareholders vote in favour of the Resolutions to be proposed at the General Meeting as they intend to do in respect of the Ordinary Shares held by them at the date of this Circular.

Yours faithfully

John Croft

Executive Chairman

Jade Road Investments Limited

PART 2

NOTICE OF GENERAL MEETING

JADE ROAD INVESTMENTS LIMITED

(Incorporated in the British Virgin Islands under the BVI Business Companies Act, 2004)

(the "Company")

NOTICE IS HEREBY GIVEN that the general meeting (the "Meeting") of the members of the Company will be held at 10 a.m. UKT on 8 June 2026 at Troutman Pepper Locke UK LLP, Second Floor, 201 Bishopsgate, London EC2M 3AB, to consider and, if thought fit, pass the following resolutions by way of ordinary resolutions:

1.   NEW INVESTING POLICY

THAT the existing investing policy of the Company be replaced with a new investing policy as set out in Annex in the circular of the Company dated 22 May 2026 and in the form tabled at the end initialled by the Chairman.

2.   SHARE COMBINATION

THAT:

a)   every ten (10) authorised issued and unissued ordinary shares of no par value in the Company be and are combined into one (1) new ordinary share of no par value (the "Combined Share"), and such Combined Shares shall rank pari passu in all respects with each other and shall have the rights and privileges and be subject to the restrictions in respect of ordinary shares contained in the memorandum and articles of association of the Company such that following;

b)   all fractional Combined Shares resulting from the Share Combination will be disregarded and will not be issued to the shareholders of the Company; and

c)   subject to the Share Combination taking effect, the Company be authorised to issue up to a maximum of 150,000,000 ordinary shares of a single class without par value, and Clause 5 of the memorandum of association of the Company currently in effect be deleted and replaced with the following new Clause 5 of the memorandum of association of the Company:

"The Company is authorised to issue up to a maximum of 1,500,00,000 ordinary shares of a single class without par value.". 

3.   CHANGE OF NAME

THAT the name of the Company be changed from "Jade Road Investments Limited" to "Shaires Holdings Ltd", subject to the approval and registration and the issuance of certificate of change of name issued by the Registrar of Corporate Affairs in the British Virgin Islands.

4.   AUTHORITY TO ALLOT SHARES

THAT:

a)   subject to paragraphs (b) and (c) of this Resolution and in accordance with the articles of association of the Company (the "Articles"), the exercise by the board of directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and otherwise deal with new shares of the Company and to allot, issue or grant securities convertible into shares, or options, warrants or similar rights to subscribe for any shares or such convertible securities, and to make or grant offers, agreements options and warrants which would or might require the exercise of such powers be generally and unconditionally approved;

b)   the approval in paragraph (a) of this Resolution shall not extend beyond the Relevant Period but shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options and warrants which would or might require the exercise of such power after the end of the Relevant Period; and

c)   subject to the passing of Resolution 2, the number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors for cash consideration and/or where consideration is satisfied by means of an in-kind contribution of assets to the Company pursuant to the approval in paragraph (a) of this Resolution, and otherwise than pursuant to the exercise of the subscription or conversion rights attaching to any warrants or any securities convertible into shares or the exercise of the subscription rights under any option scheme or similar arrangement for the time being adopted for the grant or issue to persons such as officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares or any scrip dividend providing for the allotment of shares in lieu of the whole or part of a dividend on shares in accordance with the Articles, shall not exceed 100,000,000 shares of the Company (post the Share Combination under Resolution 2) and the said approval shall be limited accordingly;

For the purposes of Resolution 4:

"Relevant Period" means the period ending on the conclusion of the next annual general meeting of the Company following the passing of the Resolution, or, if earlier, at the close of business on 8 September 2026, save that the Company may, before such expiry, make an offer or agreement which would or might require Ordinary Shares to be allotted or rights to be granted after such expiry and the Board may allot Ordinary Shares or grant rights in pursuance of such an offer or agreement as if this authority had not expired..

5.   PARTIAL SUSPENSION OF TAKEOVER PROVISIONS

THAT for a period of 18 months from the effective date of the second amended and restated memorandum of association of the Company, the Directors, in their sole discretion after consulting with the Company's nominated adviser, be authorised to suspend the operation of Article 46 of the Company's currently adopted articles of association in respect of any subscription of the Company's ordinary shares where the consideration payable is satisfied by way of an in-kind contribution of assets to the Company.

6.   ADOPTION OF SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

THAT:

a)   subject to the passing of Resolutions 2 and 3, the second amended and restated memorandum of association reflecting the amendments made by resolutions 2 and 3 above in the form tabled at the end initialled by the Chairman be and is hereby adopted and approved in substitution for the current memorandum of association of the Company and the registered agent of the Company be and is hereby authorised to make all such filings with the Registrar of Corporate Affairs in the British Virgin Islands as may be required to give effect to the foregoing; and

b)   subject to the passing of Resolution 5, the second amended and restated articles of association reflecting the amendment made by resolution 5 above in the form tabled at the end initialled by the Chairman be and is hereby adopted and approved in substitution for the current articles of association of the Company and the registered agent of the Company be and is hereby authorised to make all such filings with the Registrar of Corporate Affairs in the British Virgin Islands as may be required to give effect to the foregoing.

7.   AUTHORITY OF DIRECTORS TO EXECUTE RELEVANT DOCUMENTS

THAT any director or officer of the Company be and is hereby authorised for and on behalf of the Company to execute and deliver all such other documents, instruments and agreements, whether under the seal of the Company or otherwise, and to do all such acts or things as may be necessary or desirable to give effect to the foregoing.

Notes to the Notice of General Meeting

1.     In order to be entitled to attend and vote at the Meeting, a registered member must be on the Company's share register by close of business on 4 June 2026 or 48 hours for any adjourned meeting.

2.     Subject to notes 3 and 5 below, only members are entitled to attend and vote at the Meeting.

3.     A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies (for holder of two or more shares) to attend and vote instead of that member. A proxy need not be a member of the Company. To be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be lodged with the Company's share registrar, Computershare Investor Services (BVI) Limited, c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY no later than 10 a.m. (UKT) on 4 June 2026 or 48 hours before any adjourned meeting.

4.     At the Meeting, the chairman of the Meeting will exercise his power under Article 15.1(a) of the Articles to put the above resolutions to the vote by way of a poll.

5.     Depositary Interest Holders who are CREST members and who wish to issue an instruction through the CREST electronic voting appointment service may do so by using the procedures described in the CREST manual (available from www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting services provider(s), who will be able to take the appropriate action on their behalf.

In order for instructions made using the CREST service to be valid, the appropriate CREST message (a CREST Voting Instruction) must be properly authenticated in accordance with the specifications of Euroclear UK & International Limited (EUI) and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com).

The message, regardless of whether it relates to the voting instruction or to an amendment to the instruction given to the Depositary must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID 3RA50) no later than 10 a.m. (UKT) on 3 June 2026. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST Voting Instruction by the CREST applications host) from which the issuer's agent is able to retrieve the CREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the transmission of CREST Voting Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that the CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a CREST Voting Instruction is transmitted by means of the CREST service by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Voting Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Alternatively, holders of Depositary Interests can complete a Form of Instruction to appoint Computershare Company Nominees Limited, the Depositary's custodian, to vote on the holder's behalf at the General Meeting or, if the General Meeting is adjourned, at the adjourned meeting. To be effective, a completed and signed Form of Instruction (and any power of attorney or other authority under which it is signed) must be delivered to the offices of the custodian, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, UK by no later than 10.a.m. (UKT) on 3 June 2026 or 72 hours before any adjourned meeting.

Entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Depositary Interest register at close of business on 3 June 2026. Changes to entries on the register after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting. Should a beneficial shareholder wish to attend the meeting in person, they will need to contact their broker or custodian to request attendance and the relevant broker or custodian would then need to contact the Depositary Computershare Investor Services PLC they must notify the Depositary in writing or email ![e-mail] by 10 a.m.(UKT) on 3 June 2026 so the appropriate Letter of Representation can be issued by the Depositary Interest custodian Computershare Company Nominees Limited authorising attendance.

Annex A - New Investing Policy

1. Investment Objective

The Company's objective is to generate superior long-term capital appreciation for shareholders by acquiring and holding equity stakes - principally through in-kind share contributions and secondary market transactions - in high-growth private companies, with a particular focus on late-stage technology, space, and innovation-led businesses operating globally.

2. Investment Universe

The Company may invest in any or all of the following:

•     Equity securities (including ordinary shares, preference shares, convertible instruments, warrants, options, and other equity-linked and synthetic instruments providing access to equity-linked returns) of private companies at any stage of development, with a preference for late-stage or pre-IPO businesses;

•     Equity securities of publicly listed companies, including on recognised exchanges in the UK, USA, Europe, the Middle East, and Asia-Pacific;

•     Special purpose vehicles, funds, or co-investment structures established to hold interests in any of the above;

•     Debt instruments (including convertible notes, convertible loan notes, and loan participations) in companies that fall within the above categories, where the Company considers such instruments offer equity-like return profiles or strategic optionality;

•     Exchange traded funds, money market instruments, listed currencies and forward foreign exchange contracts entered into for the purposes set out in paragraph 5, Cash, cash equivalents, and money market instruments pending deployment or held as a reserve.

There is no restriction on sector, geography, or stage of development, though the Company will prioritise opportunities in technology, space exploration, financial services, clean energy, and related innovation-driven sectors globally.

The Company's use of derivative instruments is limited to the purposes, instruments and counterparties set out in paragraph 5 (Gearing and Derivatives) below. The Company should not be permitted to use derivative structures to materially increase the risk the Company takes executing these investments.

3. Investment Strategy and Approach

The Company will pursue a concentrated, high-conviction investment strategy. The Board believes that exceptional risk-adjusted returns are best achieved through focused positions in a small number of businesses with compelling growth profiles, rather than broad diversification.

The Company will primarily source investments through:

•     in-kind contribution structures, whereby existing holders of private company shares contribute those securities into the Company in exchange for newly issued shares of the Company;

•     direct secondary market purchases of private company shares from existing shareholders;

•     co-investment arrangements with strategic partners, anchor investors, or co-sponsors; and

•     primary subscriptions in financing rounds.

Investments are intended to be held on a medium-to-long-term basis (typically 3-10 years), with realisation expected through IPO, strategic sale, or secondary market disposal. The Company is not subject to a fixed life and is not required to return capital to shareholders within any defined timeframe, unless the Board determines otherwise.

The Company will pursue a predominantly passive management strategy. However, on a case-by- case basis, it may seek to secure additional governance rights - such as observer or board appointments - where circumstances or specific assets justify enhanced oversight.

4. Concentration and Diversification

The Company operates a deliberately concentrated investing policy and does not impose any mandatory minimum diversification requirement.

4.1 Single-Asset Concentration

The Company's investment strategy is focused on building a concentrated portfolio of equity stakes in a select group of primarily private, late-stage companies that the Board believes are best positioned to achieve global market leadership. While the Company aims over time to hold a diversified portfolio of such investments, the Board recognises that the universe of companies with the potential to achieve or sustain that level of scale is extremely narrow - with businesses such as SpaceX, OpenAI, Anthropic, Databricks and Stripe representing the clearest candidates at this time.

Accordingly, the Company's approach prioritises maximising exposure to these select opportunities, even where this results in a highly concentrated portfolio. During the Investment Period, the Company is permitted to commit up to 75% of its net asset value to a single company, security, or investment. This window is intended to accommodate in-kind contribution transactions and initial portfolio construction, during which time the Company expects to be actively building its broader investment portfolio alongside any dominant single position. Notwithstanding the Investment Period the Company is still under an obligation to deploy the majority of the £6m raised on 9 February 2026 and substantially implement its Investing Policy.

Following the expiry of the Investment Period, no new investment may result in a single position exceeding 50% of net asset value at the time of commitment. For the avoidance of doubt, this limit applies at the point of investment only - existing positions may exceed 50% of net asset value as a result of subsequent valuation mark-ups without constituting a breach of this policy.

Investors should be aware that, as a result of this approach, a single holding may at any time constitute the substantial majority of, or effectively the entirety of, the Company's portfolio by value.

4.2 Number of Investments

The Company is required to maintain a minimum of five investments following the expiry of the Investment Period. There is no limit to the number of investments the Company may undertake.

4.3 Sector and Geography

No minimum or maximum allocation is prescribed for any sector, geography, currency, or asset class.

4.4 Temporary and Structural Concentration

The Company acknowledges that, following a significant in-kind contribution transaction, the resulting position may represent a substantial majority of the Company's total assets. The Board considers this consistent with and expressly permitted by this investment policy and does not constitute a departure from it.

5. Gearing and Derivatives

The Company may employ leverage at the Company level and/or through special purpose vehicles. The Board may borrow, or cause subsidiaries to borrow, for investment purposes. Aggregate net borrowings shall not exceed 50% of net asset value at the time of drawdown, though this limit may be exceeded temporarily in connection with the completion of a specific investment and shall be reduced to within the limit within 12 months of such exceedance.

Use of derivatives:

The Company may enter into derivative instruments only for the following purposes:

(a) hedging currency exposure arising from investments, cash balances or borrowings denominated in a currency other than the Company's reporting currency;

(b) hedging interest rate exposure on the Company's borrowings; and

(c) bridging the period between a binding commitment by the Company to acquire a specific investment and the settlement of that investment, provided that the notional exposure of any such bridging position does not exceed the agreed consideration for the underlying investment.

Permitted instruments are limited to forward foreign exchange contracts, interest rate swaps entered into with an investment grade counterparty, and listed options. The Company shall not enter into contracts for difference, total return swaps, or any other instrument that creates synthetic, leveraged or unfunded exposure.

The Company shall not use derivative instruments:

(i) to obtain leveraged exposure to any investment, asset class, index or market;

(ii) to take a net short position in any security, index or market, save for the closing-out of a previously established long position;

(iii) for speculative purposes unconnected with an investment, hedge or pre-settlement bridge expressly permitted above; or

(iv) where the Company's maximum potential loss on the position is not capable of being quantified at the time the position is entered into.

6. Cross-Holdings and Co-Investment Structures

The Company may invest alongside affiliated entities, co-sponsors, and strategic partners, and may hold interests indirectly through special purpose vehicles, holding companies, or co-investment vehicles established for the purpose of holding a specific investment. Cross-holdings within group structures established to facilitate investment will not be treated as separate investments for the purposes of concentration calculations.

Where the Company issues its own shares as consideration for interests in other companies, such cross holdings can be a significant majority, but not more than 75%, of Company's issued shares in aggregate during the Investment Period

7. Restrictions

The Company shall not:

•     Invest in other closed-ended investment funds or investing companies admitted to trading on AIM;

•     Make any investment that the Board reasonably determines would cause the Company to be classified as a collective investment scheme regulated under the Financial Services and Markets Act 2000;

•     Conduct any regulated investment activity requiring FCA authorisation in the Company's own name, unless appropriate permissions are in place.

There are no further investment restrictions. The Board reserves the right to make investments in any asset class, geography, sector, or structure not expressly prohibited above.

8. Returns to Shareholders

The Company is primarily focused on capital growth and does not currently intend to pay a dividend in the immediate future. The Board may, at its discretion, declare a dividend if circumstances warrant.

As the portfolio of the Company matures and various of its holdings experience liquidity events, such as strategic sales, IPOs or mergers, the Company intends to distribute such windfall gains with its shareholders in the form of dividends or share buy-backs as the primary focus of the Company is to provide exposure to private late-stage companies.

The Company has no fixed wind-up date and is not required to return capital to shareholders within any prescribed period.

9. Cash Management

Pending deployment into investments, the Company's cash may be held in interest-bearing accounts, money market funds, short-dated government securities, or other low-risk liquid instruments. There is no minimum cash reserve requirement, and the Company may be fully invested at any time.

Annex B - Key Risk Factors

The risk factors described herein are not exhaustive. They represent certain factors that the Company currently believes to be material. However, there may be other risks that are not listed here which could have a material adverse effect on the Company's business, financial condition, results of operations, and prospects. Additional risks and uncertainties not currently known to the Company, or that the Company currently deems to be immaterial, may also materially and adversely affect its business operations.  The risks and uncertainties described below are not the only ones the Company faces. The ordering of the risk factors does not reflect the likelihood of their occurrence or the relative magnitude of their potential impact.

1. Shareholder Concentration Risk

In the early stages of implementing the New Investing Policy, the Company's shareholder register may become highly concentrated, in particular where new capital is raised through in-kind contributions or where anchor investors acquire significant positions as part of the initial deployment of the New Investing Policy. A high degree of shareholder concentration may result in one or more shareholders exercising disproportionate influence over the Company's affairs, including in relation to the appointment and removal of Directors, the approval of significant transactions, and decisions on dividend policy and capital allocation.

The Board intends to seek appropriate structural protections for minority shareholders where practicable, including through the negotiation of relationship agreements with any shareholder holding, or controlling, 20% or more of the Company's issued share capital. Such agreements would typically impose obligations on the relevant shareholder to ensure that transactions between that shareholder and the Company are conducted at arm's length and on normal commercial terms and to refrain from taking action that would restrict the Company's ability to operate independently. However, there can be no assurance that the Board will, in all circumstances, be able to negotiate such protections, that any counterparty will agree to terms that are sufficiently robust, or that, even where such agreements are in place, they will prove effective in practice. Shareholders should be aware that the absence or inadequacy of such protections may materially adversely affect the interests of minority shareholders.

2. Investment Concentration Risk

The Company's New Investing Policy is, by design, one of focused and selective capital deployment rather than broad portfolio diversification. This means that, at any given time and in particular during the initial phase of implementing the strategy when the number of investee companies is likely to be limited, the Company's portfolio may be concentrated in a small number of positions. In such circumstances, the underperformance, financial difficulty, or failure of any single investee company could have a material and disproportionate adverse effect on the Company's net asset value, earnings, and prospects.

The Board considers focused investment to be integral to the strategy and does not intend to diversify the portfolio to the extent that would materially dilute the quality or conviction of individual holdings. Accordingly, concentration risk is expected to persist over the medium term and is not a transient feature of the early deployment phase alone. Investors should carefully consider whether the risk profile of a concentrated, focused investment strategy is consistent with their own investment objectives and risk appetite. The Company does not intend to mitigate concentration risk through diversification, and prospective investors should not assume that such mitigation will be sought.

3. Dilution Risk - Share Allotments, Disapplied Pre-emption Rights, and In-Kind Contributions

The Company may, from time to time, seek shareholder approval to allot new ordinary shares, including on a non-pre-emptive basis, in connection with cash fundraises and acquisitions of investments by way of in-kind contribution. Where pre-emption rights are disapplied, existing shareholders will not have the right to participate in such issuances on a pro rata basis, and their proportionate interests in the Company including their economic interest, voting rights, and entitlement to distributions will be diluted accordingly.

Pursuant to the proposed Resolutions, the Company is seeking shareholder approval to issue up to 93% of its existing issued share capital in order to implement its New Investing Policy. Such approval would enable the Company to issue new equity on a non-pre-emptive basis. The successful delivery of the Company's strategy will result in existing shareholders being heavily diluted as a result of material equity issuances from the New Equity Issuances.

Whilst the Board has indicated that it will give consideration to the conduct of retail offers in appropriate circumstances, there is no obligation on the Company to do so, and any such offers would be subject to conditions, including minimum subscription thresholds, timing and regulatory requirements, which may not always be capable of fulfilment. Shareholders should not assume that they will be afforded the opportunity to participate in future fundraises on terms equivalent to institutional or other investors. The extent of dilution in any individual fundraise will depend on the number of shares issued, the issue price, and the prevailing market conditions at the time, and may be significant.

4. Takeover Provisions - Risk of Partial Suspension and Acquisition of a Controlling Position Without a Mandatory Offer Obligation

The Company is subject to the Takeover Provisions. Under the Takeover Provisions, any person who acquires an interest in shares which, taken together with shares already held by that person and persons acting in concert with them, carries 30% or more of the voting rights of the Company will normally be required to make a general offer to all remaining shareholders at the highest price paid by that person in the preceding 12 months.

The Company is seeking shareholders' approval to allow the Board to suspend the obligation on any investor acquiring Ordinary Shares by way of in-kind contribution to make a mandatory offer after consulting with its nominated adviser. The Board may seek to use its discretion to suspend the Takeover Provisions in connection with in-kind subscriptions where a prospective investor would otherwise be required to make a mandatory offer.

Where the Board do make use of their discretion, an investor making an in-kind contribution may acquire a controlling position in the Company, potentially in excess of 30% of the voting rights, without being required to extend an offer to other shareholders. This removes a material protection that would otherwise be available to minority shareholders. Shareholders who vote in favour of granting the Board such a discretion to suspend the Takeover Provisions with respect to in-kind subscriptions, or who do not vote, should be aware that they may be foregoing the right to receive a mandatory offer that could include a premium to the prevailing market price. The Board cannot guarantee that the terms on which any such investor acquires its controlling position will reflect fair value for the Company's shares.

5. Time Horizon and Illiquidity of Investments - Uncertainty as to Timing and Realisation of Returns

The Company's New Investing Policy focuses on investments in private companies and other illiquid assets. By their nature, such investments have no public market and are subject to restrictions on transfer. The ability of the Company to realise value from any given investment will depend on a number of factors outside the Company's control, including the financial performance and strategic development of the investee company, prevailing market conditions at the time of any proposed exit, the availability and appetite of potential acquirers or co-investors, and, in some cases, regulatory approvals.

There can be no certainty as to the timeframe over which any individual investment will generate a return, or as to the aggregate return that will ultimately be achieved. Investment holding periods may be significantly longer than anticipated, and the Company may be required to hold positions in circumstances where a disposal is not commercially attractive or practically achievable. Shareholders should not expect regular realisations or distributions and should regard their investment in the Company as illiquid in nature. The Company's shares may trade at a discount to net asset value in part as a consequence of investors' perceptions of the illiquid and long-dated nature of the underlying portfolio.

6. Net Asset Value Calculation - Inherent Uncertainty in the Valuation of Private Market Investments

The Company's net asset value ("NAV") represents the Directors' best estimate of the fair value of the Company's assets less its liabilities at a given point in time. Where the portfolio comprises investments in private companies and other assets for which no active secondary market exists, the determination of fair value requires the exercise of significant judgment by the Directors and, where applicable, by external valuers.

In the absence of quoted market prices or frequent arm's length transactions in the relevant securities, valuations will typically be based on recognised methodologies, including comparable company multiples, discounted cash flow analyses, and recent transaction prices. Each of these methodologies is subject to inherent limitations and requires assumptions, as to earnings, growth rates, discount rates, and market comparables, which may prove incorrect. Moreover, valuations of investee companies may only be formally reviewed and updated on an infrequent basis, whether annually in connection with audited accounts or, in some cases, less regularly, meaning that the NAV reported by the Company at any given time may not reflect subsequent developments in the condition or prospects of the underlying businesses.

Investors should be aware that the NAV per share published by the Company is an estimate and may differ materially from the price that would be realised on an actual disposal of the underlying investments. Significant adjustments to carrying values may be required following the completion of investee company audits, new financing rounds at divergent valuations, or other value-determining events, and such adjustments may result in material reductions to reported NAV.

 

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