Trinity Tradelink Ltd Directors Report

The Directors present the Annual Report and Accounts of the Company for the year ended 30 September 2015

The Board believes that the Annual Report and Accounts taken as a whole is fair, balanced and understandable and provides the information necessary for shareholders to assess the Companys performance, business model and strategy.

The Company is registered in England and Wales as a Public Limited Company (registration number 4069483).

The Company has satisfied the requirements for full approval as a Venture Capital Trust under section 274 of the Income Tax Act 2007 ("the ITA"). It is the Directors intention to continue to manage the Companys affiairs in such a manner as to comply with section 274 of the ITA.

To enable capital profits to be distributed by way of dividends, the Company revoked its status as an investment company as defined in section 833 of the Companies Act 2006 ("the Companies Act") on 30 November 2005. The Company does not intend to re-apply for such status.

Share capital

The Companys ordinary shares of 1 penny each, formerly ‘S Shares, are listed on the London Stock Exchange ("LSE"). The shares were first admitted to the Official List of the UK Listing Authority ("UKLA") and to trading on the LSE on 8 February 2008. Following the merger of the former classes of ‘O Shares (first admitted to the Official List of the UKLA and to trading on 15 November 2000) and ‘S Shares on 29 March 2010 ("the Merger"), the listing of the ‘S Shares was amended to ordinary shares of 1p in the capital of the Company on 30 March 2010 and the ‘O Share listing was cancelled.

Issue of shares

During the year under review, the Company issued a total of 10,769,867 (2014: 7,989,659) shares. Of this total, 9,043,518 (2014: 7,260,906) shares were issued under the Mobeus VCTs Linked Offer for Subscription launched on 10 December 2014; and 1,726,349 (2014: 728,753) shares were issued under the Companys Dividend Investment Scheme.

Buyback of shares

At the Annual General Meeting held on 12 February 2015, shareholders granted the Company authority, pursuant to section 701 of the Companies Act, to buyback up to 9,065,493 (2014: 7,950,000) of its own shares representing 14.99% of the issued share capital of the Company on 16 December 2014. This authority has been in place throughout the year under review. For further details please see Note 14 to the accounts on page 65 of this Annual Report. A resolution to renew this authority will be proposed to shareholders at the Annual General Meeting of the Company to be held on 10 February 2016.

During the year under review, the Company bought back 553,800 (2014: 600,938) of its own shares at an average price of 95.28 (2014: 99.28) pence per share and a total cost of 527,637 (2014: 596,599) including expenses. These shares represented 0.9% (2014: 1.1%) of the issued share capital of the Company at 1 October 2014.

All shares bought back by the Company during the year were subsequently cancelled by the Company.

Issued share capital

The issued share capital of the Company as at 30 September 2015 was 706,930 (2014: 604,769) and the number of shares in issue at this date was 70,693,007 (2014: 60,476,940), subject to the cancellation from the register of the shares bought back by the Company which were outstanding at the year-end.

Dividends

The Directors are proposing a final dividend of 6.00 (2014: 4.00) pence per share comprising 5.00 (2014: 4.00) pence from capital and 1.00 penny (2014: nil) from income in respect of the year ended 30 September 2015, payable on 15 February 2016 to shareholders who are on the Register on 15 January 2016. This dividend, if paid, will increase dividends paid in respect of the year to 12.00 pence per share and the dividends paid in the last five years to 70.00 pence per share.

Directors

The names of and brief biographical details on each of the Directors are given on page 30 of this Annual Report. Copies of the Directors appointment letters will be available for inspection at the place of the Annual General Meeting for at least fifteen minutes prior to and during the meeting.

Details of each Directors interest in the Companys shares are set out on page 37 of the Directors Remuneration Report. The powers of the Directors have been granted by company law, the Companys articles of association ("the Articles") and resolutions passed by the Companys members in general meeting. Resolutions are proposed annually at each annual general meeting of the Company to authorise the Directors to allot shares, disapply the pre-emption rights of members and buyback the Companys own shares on behalf of the Company. These authorities are currently in place and resolutions to renew them will be proposed at the Annual General Meeting of the Company to be held on 10 February 2016.

The Companys Articles and the Companies Act contain provisions relating to the appointment, election and replacement of Directors.

These are set out in the paragraph headed ‘Directors terms of appointment on page 35 of the Directors Remuneration Report.

Disclosure of information to the Auditor

So far as the Directors in office at 30 September 2015 are aware, there is no relevant audit information of which the Auditor is unaware. They have individually taken all the steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that the Companys Auditor is aware of that information.

Directors and officers liability insurance

The Company maintains a Directors and Officers liability insurance policy. The policy does not provide cover for fraudulent or dishonest actions by the Directors.

Directors indemnity

The Companys Articles grant, subject to the provisions of UK legislation, the Board the power to indemnify Directors of the Company out of the assets of the Company to whatever extent the Board may determine including the provision of funds to meet any expenditure incurred by a Director in defending him or herself in any criminal or civil proceedings.

Fees paid to the Investment Adviser

The fees paid to the Investment Adviser and the performance incentive fees paid are set out in Notes 3a and 3b to the Accounts on page 56.

In addition, the Investment Adviser received fees totalling 456,297 during the year ended 30 September 2015, being 205,138 for arrangement fees, and 251,159 for acting as non-executive directors on a number of investee company boards. These amounts are the share of such fees attributable to investments made by the Company.

Alternative Investment Fund Manager ("AIFM")

The Board appointed the Company as its own AIFM in compliance with the European Commissions Alternative Investment Fund Management Directive with effect from 22 July 2014. The Company is registered as a small AIFM, and is therefore exempt from the principal requirements of the Directive. Mobeus continues to provide investment advisory and administrative services to the Company. However, in order for the Company to continue to discharge its safekeeping responsibilities for the documents of title to its investments, Mobeus company secretarial staff are now directly responsible to the Board, under its instruction, for accessing and dealing with these documents.

Social and environmental policies

The Board recognises its obligations under Section 414c of the Companies Act to provide information in this respect about environmental matters (including the impact of the Companys business on the environment), human rights and social and community issues, including information about any policies the Company has in relation to these matters and the effectiveness of these policies.

Environmental and social responsibility

The Board seeks to maintain high standards of conduct in respect of ethical, environmental, governance and social issues and to conduct the Companys affiairs responsibly. It considers relevant social and environmental matters when appropriate and particularly with regard to investment decisions. The Investment Adviser encourages good practice within the companies in which the VCT invests. The Board seeks to avoid investing in certain areas which it considers to be unethical and does not invest in companies which do not operate within relevant ethical, environmental and social legislation or otherwise fail to comply with appropriate industry standards. Environmental, social and governance issues are identified by the Investment Adviser prior to each investment and are drawn to the attention of the Board where appropriate. The Company does not have any employees or offices and the Board therefore believes that there is limited scope for developing environmental, social or community policies. The Company has however adopted electronic communications for shareholders as a means of reducing the volume of paper that the Company uses to produce its reports. It uses mixed sources paper from well-managed forests as endorsed by the Forest Stewardship Council for the printing of its circulars and annual and half-year reports. The Investment Adviser is conscious of the need to reduce its impact on the environment and has taken a number of initiatives in its offices including recycling and the reduction of its energy consumption.

Human rights policy

The Board seeks to conduct the Companys affiairs responsibly and gives full consideration to the human rights implications of its decisions, particularly with regard to investment decisions.

Anti-bribery policy

The VCT has adopted a zero tolerance approach to bribery. The following is a summary of the Companys policy:

• It is the Companys policy to conduct all of its business in an honest and ethical manner. The Company is committed to acting professionally, fairly and with integrity in all its business dealings and relationships where it operates.

• Directors and service providers must not promise, offer, give, request, agree to receive or accept a financial or other advantage in return for favourable treatment, to influence a business outcome or to gain any other business advantage on behalf of themselves or of the Company or encourage others to do so.

• The Company has communicated its anti-bribery policy to each of its service providers. It requires each of its service providers to have policies in place which reflect the key principles of this policy and procedures and which demonstrate that they have adopted procedures of an equivalent standard to those instituted by the Company.

Global greenhouse gas emissions

The Company has no greenhouse gas emissions to report from its operations, nor does it have responsibility for any other emissions producing sources under the Companies Act 2006 (Strategic Report and Directors Reports) Regulations 2013, (including those within the Companys underlying investment portfolio).

Whistleblowing

The Board has considered the recommendation made in the UK Corporate Governance Code with regard to a policy on whistleblowing and has reviewed the arrangements at the Investment Adviser under which its staff may, in confidence, raise concerns. It has concluded that adequate arrangements are in place at the Investment Adviser for the proportionate and independent investigation of such matters and, where necessary, for appropriate follow-up action to be taken by the Investment Adviser. The Board has also asked each of its service providers to confirm that they have a suitable whistleblowing policy in place.

Financial risk management

The main risks arising from the Companys financial instruments are due to fluctuations in the market price and interest rates, credit risk and liquidity risk. The Board regularly reviews and agrees policies for managing these risks and full details can be found in Note 18 to the Accounts on pages 67 - 73 of this Annual Report.

Post balance sheet events

For a full list of the post balance sheet events that have occurred since 30 September 2015, please see Note 21 to the accounts on page 73.

Additional disclosures

The following additional disclosures are made in accordance with Part 6 of Schedule 7 of The Large and Medium sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended 2013).

Articles of association

The Company may amend its Articles by special resolution in accordance with section 21 of the Companies Act.

Substantial interests

As at the date of this report the Company had not been notified of any beneficial interest exceeding 3% of the issued share capital.

Voting rights of shareholders

At general meetings of the Company, shareholders have one vote on a show of hands and one vote per share held on a poll. No member shall be entitled to vote or exercise any rights at a general meeting unless all their shares have been paid up in full. Any instrument of proxy must be deposited at the place specified by the Directors no later than 48 hours before the time for holding the meeting. There are no restrictions on voting rights and no agreements between holders of securities that may prevent or restrict the transfer of securities or voting rights.

Annual General Meeting

The Notice of the Annual General Meeting of the Company to be held at 11.00 am on 10 February 2016 at 33 St Jamess Square, London SW1Y 4JS is set out on pages 77 - 80 of this Annual Report. A proxy form for the meeting is enclosed separately with shareholders copies of this Annual Report. Proxy votes may also be submitted electronically via the Capita Shareholder Portal.

Resolutions 1 – 8 and 11 are being proposed as ordinary resolutions requiring more than 50% of the votes cast at the meeting to be in favour and Resolutions 9 and 10 will be proposed as special resolutions requiring the approval of at least 75% of the votes cast at the meeting. The following is an explanation of Resolutions 8 – 11.

Authorities for the Directors to allot shares in the Company (Resolution 8) and disapply the pre-emption rights of members (Resolution 9).

These two resolutions grant the Directors the authority to allot shares for cash to a limited and defined extent otherwise than pro rata to existing shareholders. Resolution 8 will enable the Directors to allot new shares up to an aggregate nominal value of 235,593 representing approximately one-third of the existing issued share capital of the Company as at the date of the notice convening the Annual General Meeting.

Under section 561(1) of the Companies Act, if the Directors wish to allot new shares or sell or transfer treasury shares for cash they must first offer such shares to existing shareholders in proportion to their current holdings. It is proposed by Resolution 9 to sanction the disapplication of such pre-emption rights in respect of the allotment of equity securities: (i) with an aggregate nominal value of up to 164,900 in connection with offer(s) for subscription; (ii) with an aggregate nominal value of up to, but not exceeding, five per cent of the issued share capital from time to time pursuant to any dividend investment scheme operated by the Company at a subscription price which is less than the net asset value per share; and (iii) otherwise than pursuant to (i) or (ii) above, with an aggregate nominal value of up to five per cent of the issued share capital from time to time; in each case where the proceeds may be used in whole or part to purchase the Companys shares in the market.

The Company does not currently hold any shares as treasury shares.

Both of these authorities, unless previously renewed, varied or revoked, will expire on the date falling fifteen months after the passing of the resolution or, if earlier, on the conclusion of the annual general meeting of the Company to be held in 2017. However, the Directors may allot securities after the expiry dates specified above in pursuance of offers or agreements made prior to the expiration of these authorities. Both resolutions generally renew previous authorities approved at the Annual General Meeting of the Company held on 12 February 2015.

The Board intends to allot shares under the Companys Dividend Investment Scheme in respect of the proposed final dividend to be paid to shareholders on 15 February 2016. The Directors have no plans at the current time to fundraise for the Company or any other further immediate intention of exercising the above powers. The Board is however intending to give consideration to a possible fundraising once the implications for the Company of the

Finance Act 2015 have been clarified. It is therefore seeking authority to allot shares and disapply pre-emption rights of members to take account of this contingency.

Authority to purchase the Companys own shares (Resolution 10)

This resolution authorises the Company to purchase its own shares pursuant to section 701 of the Companies Act. The authority is limited to the purchase of an aggregate of 10,596,882 shares representing approximately 14.99 per cent of the issued share capital of the Company as at the date of the Notice of the Meeting or, if lower, such number of shares (rounded down to the nearest whole share) as shall equal 14.99 per cent of the issued share capital at the date the resolution is passed. The maximum price that may be paid for a share will be the higher of (i) an amount that is not more than five per cent above the average of the middle market quotations of the shares as derived from the Daily Official List of the UK Listing Authority for the five business days preceding the date such shares are contracted to be purchased and (ii) the price stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation. The minimum price that may be paid for a share is 1 penny, being the nominal value thereof.

Market liquidity in VCTs is normally very restricted. The passing of this resolution will enable the Company to purchase its own shares thereby providing a mechanism by which the Company may enhance the liquidity of its shares and seek to manage the level and volatility of the discount to NAV at which its shares may trade.

It is the Directors intention to cancel any shares bought back under this authority. Shareholders should note that the Directors do not intend to exercise this authority unless they believe to do so would result in an increase in net assets per share which would be in the interests of shareholders generally. This resolution will expire on the date falling fifteen months after the passing of this resolution or, if earlier, on the conclusion of the Companys annual general meeting to be held in 2017 except that the Company may purchase its own shares after this date in pursuance of a contract or contracts made prior to the expiration of this authority.