TRIPLEPOINT VENTURE GROWTH BDC CORP. 2755 Sand Hill Road, Suite 150 Menlo Park, California 94025 (650) 854-2090 April 6, 2020 Dear Stockholder: You are cordially invited to attend the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of TriplePoint Venture Growth BDC Corp., a Maryland corporation (the “Company,” “TPVG,” “we,” “us” or “our”), to be held electronically via live webcast on Friday, May 1, 2020 at 10:30 a.m., Pacific Time. The live webcast will be accessible over the internet at www.virtualshareholdermeeting.com/TPVG2020. The notice of the Annual Meeting and the proxy statement accompanying this letter provide an outline of the business to be conducted at the Annual Meeting. At the Annual Meeting, you will be asked to: (1) elect two directors of the Company; (2) ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020; and (3) to transact such other business as may properly come before the Annual Meeting, or any postponement or adjournment thereof. You have the right to receive notice of and to vote at the Annual Meeting if you were a stockholder of record at the close of business on April 6, 2020. It is very important that your shares be represented at the Annual Meeting. Even if you plan to attend the meeting electronically via the live webcast, we urge you to complete, date and sign the enclosed proxy card and promptly return it in the envelope provided. If you prefer, you can save time by authorizing your proxy through the Internet at www.proxyvote.com or by telephone as described in the proxy statement and on the enclosed proxy card. Your vote and participation in the governance of the Company is very important to us. Sincerely yours, /s/ James P. Labe James P. Labe Chief Executive Officer and Chairman of the Board TRIPLEPOINT VENTURE GROWTH BDC CORP. 2755 Sand Hill Road, Suite 150 Menlo Park, California 94025 (650) 854-2090 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 1, 2020 Notice is hereby given to the holders of shares of common stock, $0.01 par value per share, (the “Stockholders”) of TriplePoint Venture Growth BDC Corp., a Maryland corporation (the “Company,” “TPVG,” “we,” “us” or “our”) that: The Company's 2020 Annual Meeting of Stockholders (the “Annual Meeting”) will be held electronically via live webcast on Friday, May 1, 2020 at 10:30 a.m., Pacific Time, to consider and vote on the following proposals: 1. To elect two Class III directors of the Company who will each serve until the 2023 annual meeting of the Company’s stockholders, or until their respective successors are duly elected and qualified; 2. To ratify the selection of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020; and 3. To transact such other business as may properly come before the meeting, or any postponement or adjournment thereof. The live webcast will be accessible over the Internet at www.virtualshareholdermeeting.com/TPVG2020. You have the right to receive notice of, and to vote at, the Annual Meeting if you were a Stockholder of record at the close of business on April 6, 2020. We have enclosed our annual report on Form 10-K for the year ended December 31, 2019, proxy statement and a proxy card. Even if you plan to attend, please sign the enclosed proxy card and return it promptly in the self-addressed envelope provided or authorize your proxy by telephone or through the Internet. Please refer to the voting instructions provided on your proxy card. Your vote is extremely important to us. In the event there are not sufficient votes for a quorum or to approve the proposals at the time of the Annual Meeting, the Annual Meeting may be adjourned in order to permit further solicitation of proxies by the Company. THE BOARD, INCLUDING EACH OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE PROPOSALS. Sincerely yours, /s/ Sajal K. Srivastava Sajal K. Srivastava Secretary Menlo Park, California April 6, 2020 This is an important Annual Meeting. To ensure proper representation at the Annual Meeting, please complete, sign, date and return the proxy card in the enclosed, self-addressed envelope, or vote your shares electronically via the Internet or by telephone. Please see the enclosed proxy statement and the enclosed proxy card for details about electronic voting. Even if you vote your shares prior to this Annual Meeting, you still may attend the meeting and vote your shares electronically via the live webcast if you wish to change your vote. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on May 1, 2020. Our notice of the Annual Meeting, proxy statement, and annual report on Form 10-K for the year ended December 31, 2019 are available on the Internet at www.proxyvote.com. The following information applicable to the Annual Meeting may be found in the notice of the Annual Meeting, proxy statement and accompanying proxy card: • The date, time and location of the meeting; • A list of the matters intended to be acted on and our Board of Directors' recommendations regarding those matters; • Any control/identification numbers that you need to access your proxy card; and • Information on how to obtain directions to attend the Annual Meeting electronically via the live webcast. TRIPLEPOINT VENTURE GROWTH BDC CORP. 2755 Sand Hill Road, Suite 150 Menlo Park, California 94025 (650) 854-2090 PROXY STATEMENT For 2020 Annual Meeting of Stockholders To Be Held on May 1, 2020 This document provides the information you need to vote on the matters listed on the accompanying Notice of Annual Meeting of Stockholders (“Notice of Annual Meeting”). This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of TriplePoint Venture Growth BDC Corp., a Maryland corporation (the “Company,” “TPVG,” “we,” “us” or “our”), for use at our 2020 Annual Meeting of Stockholders (the “Annual Meeting”), to be held electronically via live webcast on Friday, May 1, 2020 at 10:30 a.m., Pacific Time, and at any postponements or adjournments thereof. The live webcast will be accessible over the Internet at www.virtualshareholdermeeting.com/TPVG2020. To participate in the Annual Meeting electronically, you will need the Control Number included on your proxy card. This Proxy Statement and the Company’s Annual Report for the year ended December 31, 2019 (the “2019 Annual Report”), are being mailed to the Company’s stockholders of record as of the close of business on April 6, 2020 (the “Stockholders”) on or about April 10, 2020. We encourage you to access the Annual Meeting prior to the start time. The live webcast will begin promptly at 10:30 a.m., Pacific Time on May 1, 2020. We will have technicians ready to assist you with any technical difficulties you may have accessing the live webcast. Technical support will be available on the meeting website starting approximately 10:15 a.m., Pacific Time and will remain available until the Annual Meeting has finished. The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection if they intend to participate in the Annual Meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear audio prior to the start of the Annual Meeting. Please see “How to Participate in the Annual Meeting” below for additional details. We encourage you to vote your shares, either by voting electronically via the live webcast of the Annual Meeting or by granting a proxy (i.e., authorizing someone to vote your shares). If you properly sign, date and mail the accompanying proxy card or authorize your proxy by telephone or through the Internet, and the Company receives it in time for voting at the Annual Meeting, the persons named as proxies will vote your shares in the manner that you specify. If you give no instructions on the proxy card you execute, the shares covered by the proxy card will be voted FOR the election of the nominees as Directors and FOR the ratification of the Company's independent registered public accounting firm. If any other business is brought before the Annual Meeting, your votes will be cast at the discretion of the proxy holders, subject to applicable SEC rules. You may revoke a proxy at any time before it is exercised by notifying the Company’s Secretary in writing, by submitting a properly executed later-dated proxy, or by voting electronically via the live webcast of the Annual Meeting. Any stockholder of record attending the Meeting virtually by live webcast may vote electronically whether or not he or she has previously authorized his or her shares to be voted by proxy. If your shares are registered in the name of a bank, brokerage firm or other nominee, you will receive instructions from your bank, broker or other nominee that you must follow in order to instruct how your shares are to be voted at the Annual Meeting. If you want to submit a question during the Annual Meeting, log into the live webcast at www.virtualshareholdermeeting.com/ TPVG2020, type your question into the “Ask a Question” field, and click “Submit.” Only questions submitted via the live webcast that are pertinent to Annual Meeting matters will be answered during the Annual Meeting, subject to time constraints.
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