Result of AGM

Downing THREE VCT plc
LEI: 2138008V2JDU2K6ZHF80
Result of AGM
23 September 2010

At the Annual General Meeting (“AGM”) of Downing THREE VCT plc held on 23 September 2020, all resolutions were passed.

Details of the proxy votes in respect of the resolutions passed at the AGM received as at 11:15 a.m. on 21 September 2020, 48 hours before the time of the meeting (excluding weekends), at the receiving agent, Downing LLP, are set out below:

	For	Discretionary	Against		Withheld
Resolution No.	No. of	No. of	No. of	Total	No. of
	Votes	Votes	Votes	Votes Cast	Votes
	% of votes	% of votes	% of votes	% of votes
1	3,538,735	82,143	69,662	3,690,540	-
	95.89%	2.22%	1.89%	100.00%
2	2,896,732	93,993	259,278	3,250,003	440,537
	89.13%	2.89%	7.98%	100.00%
3	2,867,541	93,993	268,778	3,230,312	460,228
	88.77%	2.91%	8.32%	100.00%
4	3,384,807	82,143	184,699	3,651,649	38,891
	92.69%	2.25%	5.06%	100.00%
5	3,368,139	82,143	216,134	3,666,416	24,124
	91.87%	2.24%	5.89%	100.00%
6	3,352,244	82,143	221,084	3,655,471	35,069
	91.70%	2.25%	6.06%	100.00%
7	3,267,058	323,481	100,001	3,690,540	-
	88.53%	8.76%	2.71%	100.00%

A copy of the resolutions passed will be submitted to the National Storage Mechanism and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism

In view of the ongoing social distancing restrictions, the AGM was held as a closed meeting. The Board requested that shareholders submit any questions prior to the meeting. The board commented on the issues raised as follows:

F Share pool – Exit strategy/update
Arrangements were in place to sell the pubs owned by Downing Pub EIS One, Pearce and Saunders and Atlantic Dogstar. These were being sold to the existing management team that ran these pubs using borrowings that they were arranging. This was due to complete on 13 March 2020. The lenders delayed their final decision and ultimately withdrew their support. The management team may not now be in a position to acquire these assets.

Sales were being progressed on two renewable energy assets, Fresh Green Power and Green Energy Productions. However, onsite due diligence for the buyer could not take place during lockdown and has delayed the transaction. The Manager still expects this transaction to progress now.

Baron House Developments has a stake in a hotel where the Manager was exploring a refinancing. This option is currently not available with the hotel having been closed for an extended period.

The Manager is now looking to market the pubs with a view to a sale to third parties at a more optimum time. New options for how to realise the hotel stake are being explored.

F Share pool - Liquidity/increasing liquidity
The VCT is a planned exit VCT, which has a strategy of raising funds for a share class, fully investing those funds mostly in VCT qualifying investments and then seeking to realise those investments once the five-year VCT holding period has passed. There is no real opportunity to consider increasing liquidity. The Manager has been working has been progressing plans to exit from all F Share investments for some time The F Share pool has, however, already paid out 72p per share in dividend to F Shareholders, much of it from earlier investment realisations.