THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about the action to be taken, you should immediately consult your bank manager, stockbroker, solicitor, accountant, financial or other professional adviser authorised pursuant to the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your shares in The Income & Growth VCT plc (the Company), please pass this document to the purchaser or transferee or to the stockbroker, bank manager or other agent through whom the sale or transfer was arranged or effected for onward transmission to the purchaser or transferee. The Enhanced Buyback Facility is not being made, directly or indirectly, in or into a Restricted Territory. In particular, Shareholders with registered or mailing addresses in a Restricted Territory should note that this document is being sent for the purposes of the General Meeting only. The distribution of this document and/or an Enhanced Buyback Facility Application Form into certain jurisdictions other than the UK is, or may be, restricted by law and, therefore, persons into whose possession this document comes should inform themselves about, and observe, such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. This document must not be forwarded to, or transmitted into, a Restricted Territory. Any person (including, without limitation, custodians, nominees and trustees) who may have a contractual or legal obligation to forward this document should read the section entitled 'Overseas Shareholders' in Part VI of this document before taking any action.

SGH Martineau LLP, which is regulated in the United Kingdom by the Solicitors Regulation Authority, is acting as legal adviser to the Company and no-one else and will not be responsible to any other person for providing advice in connection with any matters referred to in this document.

Panmure Gordon (UK) Limited (Panmure Gordon), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for the Company and no one else in relation to the advice described in this document and will not be responsible to any other person for providing the protections afforded to customers of Panmure Gordon or for providing advice in relation to any matters referred to in this document.

THE INCOME & GROWTH VCT PLC

(Registered in England and Wales with registered number 04069483)

Enhanced Buyback Facility

and

Notice of General Meeting

You will find set out at the end of this document notice of the General Meeting to be held at 12.00 noon on 22 February 2013 at the offices of Mobeus Equity Partners LLP, 30 Haymarket, London SW1Y 4EX to approve resolutions to effect the proposals contained herein. To be valid, the form of proxy (coloured blue and at the end of this document) should be returned not less than 48 hours before the General Meeting, either by post or by hand (during normal business hours only) to the Company's registrar, Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU. You may also submit your proxy electronically using the Shareportal Service at www.capitashareportal.com. If you are not already registered for the share portal, you will need your investor code which can be found on your share certificate. If you cannot locate your investor code, please contact Capita Registrars Limited on the details below. For further information on the General Meeting or the completion of the proxy form, please telephone Capita Registrars between 9.00 a.m. and 5.30 p.m. (GMT) Monday to Friday (except UK public holidays) on telephone number 0871 664 0321 or, if telephoning from outside the UK, on +44 20 8639 3399. Calls to the Capita Registrars' number (0871 664 0321) are charged at 10p per minute (including VAT) plus your service provider's network extras. Calls to Capita Registrars from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. For legal reasons, Capita Registrars will be unable to give advice on the merits of the proposals or provide financial, legal, tax or investment advice.

The procedure for, and the terms and conditions of, the Enhanced Buyback Facility are set out in this document and on the Enhanced Buyback Facility Application Form (coloured pink and at the end of this document). Completed Enhanced Buyback Facility Application Forms should be returned to Capita Registrars, Corporate Actions, 34 Beckenham Road, Beckenham, Kent BR3 4TU by post or hand delivered (during normal business hours only) by 12.00 noon on 20 March 2013. Shareholders who have a general query in respect of their shareholding can contact Capita Registrars' general shareholder helpline on the above telephone numbers. For specific queries on the Enhanced Buyback Facility, please telephone Capita Registrars, Corporate Actions team, on 0871 664 0324 between 9.00 a.m. and 5.30 p.m. on any Business Day. If you have any additional queries on the Enhanced Buyback Facility, please contact the Company Secretary, Mobeus Equity Partners LLP, on 020 7024 7600 between 9.00 a.m. and 5.00 p.m. on any Business Day. Please note that neither Capita nor Mobeus can provide advice on the merits of the Enhanced Buyback Facility or give any financial, legal, tax or investment advice.

Your attention is also drawn to the section entitled Action to be Taken on page 7 and to Part III (Risk Factors) of this document.

	EXPECTED TIMETABLES	2
PART I	LETTER FROM THE CHAIRMAN	3
PART II	HOW DOES THE ENHANCED BUYBACK FACILITY WORK?	9
PART III	RISK FACTORS	16
PART IV	TAX POSITION OF INVESTORS AND THE COMPANY	19
PART V	ADDITIONAL INFORMATION	23
PART VI	ENHANCED BUYBACK FACILITY APPLICATION PROCEDURES AND TERMS AND CONDITIONS	24
PART VII	DEFINITIONS	31
	NOTICE OF GENERAL MEETING	34
FORM OF PROXY*		37
	ENHANCED BUYBACK FACILITY APPLICATION FORM**	39
	CORPORATE INFORMATION	43

* Coloured blue

** Coloured pink

EXPECTED TIMETABLES

General Meeting

Latest time and date for receipt of forms of proxy	12.00 noon on 20 February 2013
General Meeting	12.00 noon on 22 February 2013

Enhanced Buyback Facility

Enhanced Buyback Facility Record Date	5.00 p.m. on 24 January 2013
Enhanced Buyback Facility opens	25 January 2013
Enhanced Buyback Facility closes	12.00 noon on 20 March 2013
Purchase of Existing Shares and issue of New Shares
2012/2013 Tax Year Applications	26 March 2013
2013/2014 Tax Year Applications	8 April 2013
Admission of and dealings in New Shares commences	within 3 Business Days of allotment
Certificates for New Shares dispatched	within 10 Business Days of allotment

The Enhanced Buyback Facility is conditional on the approval of Resolution 1 to be proposed at the General Meeting. If Resolution 1 is not approved, the Enhanced Buyback Facility will be withdrawn. The Board also reserves the right to extend the Enhanced Buyback Facility and to accept applications and to purchase Existing Shares and issue, and arrange for the listing of, New Shares on dates later than those stated above.

PART I - LETTER FROM THE CHAIRMAN

THE INCOME & GROWTH VCT PLC

(Registered in England and Wales with registered number 04069483)

Colin Hook (Chairman) 30 Haymarket Jonathan Cartwright London Helen Sinclair SW1Y 4EX

Directors: Registered Office:

25 January 2013

Dear Shareholder

Enhanced Buyback Facility and Notice of General Meeting

You will have received details of the Linked Offer by the Company, Mobeus Income & Growth VCT plc and Mobeus Income & Growth 4 VCT plc launched on 29 November 2012 which seeks to raise up to £7 million of further capital for the Company and £21 million in aggregate. To date, this Linked Offer has raised £5.9 million (before expenses) across the three VCTs. The Board is now pleased to offer existing Shareholders the opportunity to participate in an enhanced buyback facility. This opportunity may be of interest to Shareholders, depending on the particular circumstances of each Shareholder and his or her shareholding in the Company.

Enhanced buyback facilities are, in effect, loyalty schemes offered to shareholders, whereby the VCT offers to buy back some or all of its shareholders' existing shares and with the proceeds being used to reinvest in new shares in the same VCT, on which upfront income tax relief of up to 30% of the amount reinvested will be available (subject to a shareholder's personal circumstances, annual VCT investment limits and reducing an income tax liability to nil).

Full details of the Enhanced Buyback Facility are set out in this document and an Enhanced Buyback Facility Application Form (coloured pink) can be found at the end of this document. You will also find, at the end of this document, a notice of the General Meeting, together with a proxy form (coloured blue) for use at the meeting, at which resolutions will be proposed in connection with the Enhanced Buyback Facility and other matters, as more fully detailed below.

Background

Shareholders are able to sell their shares in the Company in the market, but this would normally be at a discount, typically around 10%, to the net asset value of such shares. Shareholders could then reinvest the sale proceeds in new shares issued by the Company or by another VCT (on which upfront VCT tax reliefs would be available). Such a transaction would, however, generally be subject to incurring disposal and issue costs.

Enhanced buyback facilities provide VCT shareholders with a lower cost, one step process to enable them to realise their existing holding and reinvest in the same VCT, whilst enjoying upfront income tax relief (subject to the qualifying status of the shareholder). The VCT benefits from the retention of capital enabling it to continue investing in accordance with its investment policy.

Participants in an enhanced buyback facility are not adding to their existing shareholding in the Company. Shareholders interested in increasing the size of their investment in the Company may wish to consider participating in the Linked Offer, details of which can be downloaded from www.mobeusequity.co.uk/investor-area.

Shareholders may participate in both the Enhanced Buyback Facility and the Linked Offer, but should note that VCT tax reliefs will only be available for Qualifying Investors on aggregate investments in VCTs of up to £200,000 in any one tax year.

Enhanced Buyback Facility

A summary of the terms of the Enhanced Buyback Facility is as follows:

. The Enhanced Buyback Facility opens on 25 January 2013 and will close at 12.00 noon on 20 March 2013.
. The Company is making a tender offer to purchase from Shareholders up to 50% of the issued share capital as at 24 January 2013.
. The purchase will be subject to the Shareholder (or, where the Existing Shares are held by a nominee, the beneficial shareholder) agreeing to reinvest all of the proceeds of sale in the purchase of New Shares.
. Participation in the Enhanced Buyback Facility is open to all Shareholders and, if such Shareholder is a nominee, the existing beneficial holder of Shares (with the exception of Shareholders and beneficial holders of shares in certain overseas jurisdictions, for legal compliance reasons) on the register on 24 January 2013.
. Shareholders eligible to participate may tender some or all of their existing holding as follows:
o up to their Basic Entitlement (this being 50% of their holding on the register on 24 January 2013, rounded down to the nearest whole share); and
o an additional amount in excess of their Basic Entitlement up to 100% of their holding (this excess will be satisfied to the extent other Shareholders do not participate, up to the maximum available amount, subject to scaling back if oversubscribed).
. The Company will purchase the Existing Shares at the Tender Price, which will be a price equal to the most recently published net asset value per Share at the time of purchase (adjusted for any dividends subsequently paid), rounded down to the nearest 0.1p.
. The sale proceeds will then be used to purchase the New Shares at the Issue Price, which will be a price equal to the most recently published net asset value per Share at the time of allotment (adjusted for any dividends subsequently paid), divided by 0.97 (to take into account the 3% costs of the Enhanced Buyback Facility), rounded up to the nearest 0.1p.
. Applications can be made in respect of one or both of the 2012/2013 and 2013/2014 tax years.
. The net shareholding effect for participating Shareholders is that Shareholders will 'substitute' 1,000 Existing Shares with approximately 970 New Shares.
. The reinvestment will qualify for upfront income tax relief of up to 30% of the amount reinvested for Qualifying Investors.

Further details of the Enhanced Buyback Facility can be found in Part II (How Does the Enhanced Buyback Facility Work?) of this document, including an illustration of the Tender Price and the Issue Price. Part II also includes a section of 'Frequently Asked Questions'. An Enhanced Buyback Facility Application Form (coloured pink) is at the end of this document.

Implementation of the Enhanced Buyback Facility requires the approval of Shareholders to enable the Company both to purchase Existing Shares and to issue New Shares under the Companies Act 2006 (CA 2006) and the Articles. Shareholder approval is also required under the Listing Rules to purchase Existing Shares at a price greater than 105% of the average of the mid-market quotations of the Existing Shares for the five business days preceding the purchase. Such approval is being sought pursuant to Resolution 1 to be proposed at the General Meeting.

The implementation of the Enhanced Buyback Facility is, therefore, subject to the passing of Resolution 1. The extent to which the Enhanced Buyback Facility will be implemented is further conditional on the Company having sufficient reserves to effect the purchase of Existing Shares pursuant to the Enhanced Buyback Facility (and the amount of Existing Shares available under the Enhanced Buyback Facility may be reduced accordingly by the Board). The Board believes it will have sufficient reserves to implement the Enhanced Buyback Facility in full, but (as the Tender Price is dependent on the NAV per Share at the time of purchase) it is proposed to cancel further share premium to create additional reserves as set out on page 6.

Consequences of Participating in the Enhanced Buyback Facility

Shareholders should note that participation in the Enhanced Buyback Facility may not be suitable for some Shareholders and you are strongly recommended to consult with your financial or other professional adviser before completing the Enhanced Buyback Facility Application Form.

The following is given as a summary of the material factors for consideration, but should not be regarded as an exhaustive list, nor should it be considered financial, legal, tax or investment advice.

. Where Existing Shares have not been held for the requisite five-year holding period (i.e. Shares issued after 26 March 2008 for applications in respect of the 2012/2013 tax year and Shares issued after 8 April 2008 for applications in respect of the 2013/2014 tax year), any upfront income tax relief obtained on original subscription will be subject to claw back by HMRC. HMRC operate a first in, first out basis.
. For Shareholders who held the original ordinary shares issued by the Company, the date of acquisition of Existing Shares arising from the merger of the original ordinary shares and the S ordinary shares of the Company will remain the date the original ordinary shares were acquired. Former holders of S ordinary shares should take particular care to ensure that any Shares resulting from this former holding will have been held for more than 5 years (i.e. by 26 March 2013 in respect of applications for the 2012/2013 tax year and by 8 April 2013 in respect of applications for the 2013/2014 tax year).
. Where Shareholders received capital gains tax deferral relief on the original investment into Existing Shares (or Existing Shares have such capital gains tax deferral relief attaching to them following the merger of the original ordinary shares and the S ordinary shares of the Company), the purchase of Existing Shares will be a disposal and will crystallise the deferral for payment. Such Shareholders may be able to utilise their annual capital gains tax allowance.
. Where the Tender Price is greater than the original price at which the Company issued such Existing Shares (i.e. not the re-sale price where Existing Shares were purchased from a third party), Shareholders may be subject to an income tax charge, in respect of the amount by which the Tender Price exceeds that original issue price. In addition, where Existing Shares were bought from a third party and were not within the annual VCT investment limits, there may also be a capital gains tax charge in respect of the amount by which the original price, at which the Existing Shares were issued by the Company, exceeds the purchase price from such third party.
. The New Shares issued to participating Shareholders under the Enhanced Buyback Facility will be subject to a new five-year holding period to maintain any new upfront income tax relief obtained on the reinvestment.
. There will be a small reduction (approximately 3%) to participating Shareholders' holdings, which will result in a small reduction to the investment value and any subsequent dividend payments.

To aid Shareholders' consideration of the above consequences, the following table details the significant allotments undertaken by the Company between launch and 8 April 2008 and the respective price(s) at which such Shares were issued. The latest audited published NAV per Share (as at 30 September 2012) was 109.62p and, therefore, the Tender Price (taking into account the further interim dividend of 6p for the year ended 30 September 2012) if the Enhanced Buyback Facility was to be implemented today would be 103.6p. Shareholders should note that an updated NAV per Share is expected to be published prior to the Enhanced Buyback Facility being implemented.

Offer	Date of allotment(s)	Was capital gains tax deferral relief available?	Will the five-year holding period have elapsed by 26 March 2013 for the 2012/2013 tax year buyback?	Will the five year holding period have elapsed by 8 April 2013 for the 2013/ 2014 tax year buyback?	Original Issue Price (p)
2000/01	3 November 2000 to 11 May 2001	Yes	Yes	Yes	131.9*
2007/08	6 February 2008 5 March 2008 19 March 2008 01 April 2008 04 April 2008 05 April 2008	No No No No No No	Yes Yes Yes No No No	Yes Yes Yes Yes Yes Yes	100 100 100 100 100 100

* restated to reflect the merger of the ordinary shares with the S ordinary shares

Your attention is also drawn to Part III (Risk Factors) and Part IV (Tax Position of Investors and the Company) of this document.

Cancellation of Share Premium and Capital Redemption Reserves

A share premium account and a capital redemption reserve form part of a company's capital and, save with the approval of shareholders by special resolution and the approval of the Court, those reserves may not be used to fund distributions, assist in writing-off losses or finance repurchases of a public company's shares. Cancelling share premium and capital redemption reserves allows a company to create a special reserve that can assist in writing-off losses, which in turn will enhance the ability for a company to make distributions and to implement share buybacks.

The Company has previously cancelled share premium for these purposes. However, the issue of Shares pursuant to recent linked top-up offers has resulted in, and the New Shares to be issued pursuant to the Enhanced Buyback Facility will result in, the creation of further share premium. The Enhanced Buyback Facility will also increase the existing capital redemption reserves resulting from buybacks undertaken by the Company.

The Board, therefore, also proposes at the General Meeting to seek the approval of Shareholders, such approval being required pursuant to CA 2006, to cancel share premium and capital redemption reserves pursuant to Resolutions 2 and 3, subject to the sanction of the Court.

Resolution 2 will authorise the cancellation of the amount standing to the credit of the share premium account as at 25 January 2013. Court sanction of this authority is intended to be applied for as soon as possible after the General Meeting to increase the amount of reserves available to the Company for the purpose of, if required, purchasing Existing Shares pursuant to the Enhanced Buyback Facility.

Resolution 3 is an additional authority to Resolution 2 to cancel the amount standing to the credit of the share premium account and the capital redemption reserve of the Company as at a future date when sanction of this additional authority by the Court is obtained (as will be determined by the Board). This resolution will enable the Company to cancel any share premium and capital redemption reserves which may arise after 25 January 2013 and will provide the Board with flexibility in managing the Company's reserves in a manner which it believes will best promote the interests of the Company and Shareholders.

General Meeting

Notice of the General Meeting to be held at the offices of Mobeus Equity Partners LLP, 30 Haymarket, London SW1Y 4EX at 12.00 noon on 22 February 2013 is set out at the end of this document.

Resolution 1 is a composite resolution which will provide the authorities to implement the Enhanced Buyback Facility.

Paragraph (i) of Resolution 1 will authorise the Board to purchase Shares at a fixed price equal to the latest published net asset value per Share prior to the date of purchase, rounded down to the nearest 0.1p.

Paragraph (ii) of Resolution 1 will authorise the Board to issue New Shares at a fixed price equal to the latest published net asset value per Share prior to the date of allotment, divided by 0.97 (to take into account the costs of the Enhanced Buyback Facility), rounded up to the nearest 0.1p.

Paragraph (iii) of Resolution 1 disapplies pre-emption rights in connection with the issue of such New Shares.

The maximum number of Shares which may be bought back and issued under this authority is 23,853,553 shares (representing 50% of the issued share capital as at 24 January 2013, this being the latest practicable date prior to publication of this document) and the authority will only be used for the Enhanced Buyback Facility. The shares purchased pursuant to this authority will be cancelled. The authority conferred by Resolution 1 will be in addition to the existing general allotment and buyback authorities and will lapse on the conclusion of the annual general meeting of the Company to be held in 2014.

Resolution 2 will authorise the cancellation of the amount standing to the credit of the share premium account of the Company as at 25 January 2013.

Resolution 3 will authorise the cancellation of the amount standing to the credit of the share premium account and the capital redemption reserve of the Company as at the date an order is made confirming such cancellation by the Court.

Each Resolution will be proposed as a special resolution requiring the approval of 75% or more of the votes cast at the General Meeting.

Action to be Taken

Before taking any action, you are recommended to read the further information set out in this document.

General Meeting

. You will find at the end of this document the form of proxy (coloured blue) for use at the General Meeting. Whether or not you propose to attend the General Meeting, you are requested to complete and return the blue form of proxy (by post or electronically) so as to be received not less than 48 hours before the time appointed for holding of the General Meeting. A designated pre-paid envelope is enclosed with Shareholders' copies of this document. This envelope is only for use for returning the form of proxy.
. Completion and return of a form of proxy will not prevent you from attending and voting in person at the General Meeting, should you wish to do so.

Enhanced Buyback Facility

. If you do not wish to participate or are not eligible to participate in the Enhanced Buyback Facility, no further action is required. You do not need to participate in the Enhanced Buyback Facility. Even if you are not able to or do not wish to participate in the Enhanced Buyback Facility, you should not be disadvantaged by it, subject to the costs being no greater than 3% of the proceeds of sale of Existing Shares.
. The Enhanced Buyback Facility is open to all Shareholders and, where Existing Shares are held by a nominee, beneficial holders of Existing Shares (other than certain Overseas Shareholders and certain Overseas Beneficial Holders) on the Record Date.
. If you are eligible, and wish to participate in the Enhanced Buyback Facility, you are requested to complete the pink Enhanced Buyback Facility Application Form at the end of this document and return it, together with your share certificate(s) and/or other documents of title to Capita Registrars, Corporate Actions, 34 Beckenham Road, Beckenham, Kent BR3 4TU by post or hand delivered (during normal business hours only). A designated pre-paid envelope for use in connection with the Enhanced Buyback Facility is enclosed with your copy of this document. You should also note the following:
If your Existing Shares are held by a nominee, both the nominee and the beneficial shareholder should complete the Enhanced Buyback Facility Application Form in order for the beneficial shareholder to be eligible for VCT tax reliefs.
If your Existing Shares are held in CREST, holdings will first need to be rematerialised into certificated form in order to participate (see page 13). Such CREST Shareholders are advised that it may take up to two weeks to rematerialise their holding. Shareholders should contact their financial adviser and/or Capita Registrars to facilitate this.
If you have a general query in respect of your shareholding, you can contact Capita Registrars' general shareholder helpline on 0871 664 0321 from within the UK or +44 20 8639 3399 if calling from outside the UK, between 9.00 a.m. and 5.30 p.m. (GMT time) Monday to Friday. If you have a specific query on the Enhanced Buyback Facility or about your holdings and/or date(s) of acquisition, please contact the Corporate Actions team at Capita Registrars on 0871 664 0324 from within the UK or +44 20 8639 3399 if calling from outside the UK between 9.00 a.m. and 5.30 p.m. (GMT time) Monday to Friday. Alternatively, you can review details of your holdings with Capita Registrars using the Shareportal Service at www.capitashareportal.com and entering your investor code which can be found on your share certificate. Calls to Capita Registrars on 0871 664 0321/0324 cost 10 pence per minute (including VAT) plus your service provider's network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that Capita Registrars cannot provide advice on the merits of the Enhanced Buyback Facility or give any financial, legal, tax or investment advice.
If you have any additional queries on the Enhanced Buyback Facility, please contact the Company Secretary, Mobeus, on 020 7024 7600 between 9.00 a.m. and 5.00 p.m., Monday to Friday. Please note that Mobeus cannot provide advice on the merits of the Enhanced Buyback Facility or give any financial, legal, tax or investment advice.

Recommendation

The Board believes that the Proposals and the Resolutions to be proposed at the General Meeting in connection therewith are in the best interests of the Shareholders as a whole and unanimously recommends you to vote in favour of the Resolutions, as they intend to do in respect of their own holdings of 79,464 Shares, representing approximately 0.17% of the issued share capital of the Company.

Yours faithfully

Colin Hook Chairman

If a Shareholder does not wish to participate or is not eligible to participate in the Enhanced Buyback Facility no further action is required.

The Enhanced Buyback Facility is conditional on the approval of Resolution 1 to be proposed at the General Meeting. If this resolution is not approved, the Enhanced Buyback Facility will be withdrawn. The Enhanced Buyback Facility will only be implemented to the extent the Board believes that the Company has sufficient reserves to effect the purchase of Existing Shares pursuant to the Enhanced Buyback Facility. The Board believes it will have sufficient reserves to implement the Enhanced Buyback Facility in full, but (as the Tender Price is dependent on the NAV per Share at the time of purchase) it is proposed to cancel further share premium.

Participation in an enhanced buyback facility in respect of Existing Shares which have not been held for five years is considered for tax purposes as a disposal and is, therefore, subject to clawback by HMRC of any upfront income tax reliefs obtained on original subscription. Shareholders should be aware that HMRC operate on a 'first in, first out' basis, in respect of which Shares in your aggregate holding has been sold.

There could also be an income tax charge for Shareholders on any excess of the Tender Price above the Original Issue Price and any capital gains tax deferral relief obtained on subscription of the Existing Shares issued before 6 April 2004 in the Company will also be crystallised for payment. Shareholders should, therefore, seek professional advice.

What are the terms?

The Enhanced Buyback Facility comprises a tender offer by the Company to purchase Existing Shares and an offer of New Shares in the Company to be effected as follows:

. The Company is making a tender offer to all Shareholders (other than certain Overseas Shareholders) and, where Existing Shares are held by a nominee, beneficial holders of Existing Shares (other than certain Overseas Beneficial Holders) on the register on 24 January 2013 to purchase up to 50% of the issued share capital as at that date.
. Shareholders eligible to participate may tender some or all of their existing holding, such Shareholders who return valid Enhanced Buyback Facility Application Forms:
o being entitled to sell up to their Basic Entitlement (this being 50% of their holding on the register on 24 January 2013, rounded down to the nearest whole share); and
o being able to tender additional Existing Shares (these being shares held on 24 January 2013) in excess of their Basic Entitlement up to 100% of their holding and which will be satisfied to the extent other Shareholders do not participate up to the maximum available amount (such excess available will be allocated pro rata to the number of Existing Shares in excess of Basic Entitlements tendered, rounded down to the nearest whole number of shares and subject to the discretion of the Board (such discretion is only intended to be used to deal with roundings)).
. The purchase will be subject to the participating Shareholder (or, where the Existing Shares are held by a nominee, the beneficial shareholder) agreeing to reinvest all of the proceeds of sale in the purchase of New Shares at the Issue Price.
. Applications under the Enhanced Buyback Facility can be in respect of one or both of the 2012/2013 and 2013/2014 tax years.
. The Tender Price will be a price equal to the most recently published net asset value per Share at the time of purchase (adjusted for any dividends subsequently paid), rounded down to the nearest 0.1p.
. The Issue Price will be a price equal to the most recently published net asset value per Share at the time of allotment (adjusted for any dividends subsequently paid), divided by 0.97 (to take into account the costs of the Enhanced Buyback Facility), rounded up to the nearest 0.1p.
. No financial intermediary commission will be available as part of this transaction.

The net effect for participating Shareholders is that they will 'substitute' 1,000 Existing Shares with approximately 970 New Shares (the reduction in the value of the investment holding representing the costs of implementing the Enhanced Buyback Facility), with the reinvestment qualifying for upfront income tax relief of up to 30% of the amount reinvested for Qualifying Investors, which has been confirmed by HMRC.

There is no requirement for any application monies to be sent by participating Shareholders who apply under the Enhanced Buyback Facility, as the cost of the subscription for New Shares will be met from the proceeds of sale of the Existing Shares.

Whilst the Enhanced Buyback Facility will close at 12.00 noon on 20 March 2013, there will be two separate buybacks and issues to enable applications to be made in respect of one or both of the 2012/2013 and 2013/2014 tax years. The Existing Shares will be purchased at the Tender Price, with the proceeds immediately thereafter being used to purchase New Shares at the Issue Price, rounded down to the nearest whole New Share. The Tender Price and Issue Price are not expected to change for the 2012/2013 and the 2013/2014 tax year buy backs and issues, unless there is a material movement in the Company's NAV per Share.

The Enhanced Buyback Facility is open to all Shareholders (other than certain Overseas Shareholders) and, where Existing Shares are held by a nominee, beneficial holders of Existing Shares (other than certain Overseas Beneficial Holders). The maximum number of Existing Shares to be purchased pursuant to the Enhanced Buyback Facility is 23,853,553 (this being 50% of the issued share capital of the Company as at 24 January 2013).

The Enhanced Buyback Facility opens on 25 January 2013 and will close at 12.00 noon on 20 March 2013. The Board expects the purchase of Existing Shares and the issue of New Shares pursuant to the Enhanced Buyback Facility to take place on 26 March 2013 in respect of 2012/2013 tax year applications and 8 April 2013 in respect of 2013/2014 tax year applications. Application will be made to the UK Listing Authority for the New Shares to be admitted to the premium segment of the Official List of the UK Listing Authority and to the London Stock Exchange for such shares to be admitted to trading on the London Stock Exchange's main market for listed securities. Admission is expected to take place within three business days of allotment. The Board reserves the right to extend the Enhanced Buyback Facility and to accept applications and to purchase Existing Shares and issue, and arrange for the listing of, New Shares beyond the dates stated above.

The New Shares will be issued in certificated form (though such New Shares can subsequently be admitted to CREST) and will rank, from the date of issue, pari passu in all respects with the existing issued share capital of the Company.

The results of the Enhanced Buyback Facility, including the Tender Price(s) and Issue Price(s), will be announced to the London Stock Exchange through a Regulatory Information Service.

Costs of the Enhanced Buyback Facility

The costs of the Enhanced Buyback Facility (including stamp duty) will be paid by the Company. The costs (including stamp duty) are expected to amount to approximately 3% of the proceeds of sale of Existing Shares (assuming approximately 9.0% of the Existing Shares are tendered for purchase). This cost is applied to participating Shareholders through the allotment process, as referred to above, so that the number of New Shares subscribed for will be approximately 3% less than the number of Existing Shares purchased pursuant to the Enhanced Buyback Facility. Therefore, although there will be a corresponding reduction to the net assets of the Company, the net asset value per Share is not expected to be materially adversely affected, unless the costs of the Enhanced Buyback Facility are greater than 3% of the proceeds (in which event, such reduction would only be of a nominal amount).

No intermediary commission will be payable to financial advisers pursuant to the Enhanced Buyback Facility.

Illustration of the Enhanced Buyback Facility

Based on the most recently published unaudited net asset value of the Shares as at 30 September 2012, the following is an illustration of the effect for a Shareholder who successfully tenders 10,000 Existing Shares and qualifies for the full amount of upfront tax relief.

Existing Shares held	NAV (p)	Purchase				Reinvestment
		Tender Price (p)	Gross proceeds (£)	Issue Price (p)	Amount reinvested (£)	30% income tax relief (£)	New Shares issued
10,000	109.62	103.6*	10,360	106.9	10,359.68	3,107.90	9,691

* taking into account the further interim dividend for the year ended 30 September 2012 of 6p

The Tender Price and Issue Price used above are for illustrative purposes only as the NAV per Share may be different for the purposes of calculating the actual Tender Price(s) and Issue Price(s) (which may be higher or lower than in the example above).

Overseas Shareholders and Overseas Beneficial Holders

Shareholders (and, beneficial holders of Shares, where relevant) with registered or mailing addresses outside the UK, or who are citizens or nationals of, or resident in, a jurisdiction other than the UK, should read the section entitled 'Overseas Shareholders' and Overseas Beneficial Holders in Part VI of this document and the relevant provisions of the Enhanced Buyback Facility Application Form. It is the responsibility of all Overseas Shareholders and Overseas Beneficial Holders to satisfy themselves as to the observance of any legal requirements in their jurisdiction, including, without limitation, any requirements in relation to the ability of such holders to complete and return an Enhanced Buyback Facility Application Form.

Existing Advisory Commission Arrangements

In respect of existing trail commission arrangements to financial intermediaries, recent regulations introduced by the Financial Services Authority permit such payments to continue, save where subsequent financial advice in respect of the holding is given. As a result, should you decide to seek financial advice from your existing financial intermediary in respect of participating in the Enhanced Buyback Facility, any trail commission which is currently being paid to your financial intermediary pursuant to that holding should cease. In addition, trail commission arrangements are only payable to the financial intermediary where that financial intermediary continues to act in respect of the holding.

To the extent that a holding is disposed of as part of the Enhanced Buyback Facility, the Board has agreed to continue to honour any applicable payment of trail commission to the financial intermediary (subject to the above) in respect of the new holding resulting from the reinvestment (i.e. as if it were the original holding, less the small reduction to the holding representing the costs of participating in the Enhanced Buyback Facility).

Further Details

The full terms and conditions of the Enhanced Buyback Facility are set out in Part VI of this document. Shareholders' attention is also drawn to the risk factors set out in Part III of this document and the potential tax consequences set out in Part IV of this document. Please also refer to the ''Frequently Asked Questions'' below for further information.

FREQUENTLY ASKED QUESTIONS

1. Who should consider taking part in the Enhanced Buyback Facility?

The Board believes the following Shareholders should consider participating in the Enhanced Buyback Facility (though all Shareholders are recommended to consult their financial intermediary or other professional adviser):

. any Shareholder who holds Existing Shares and has held them for a period of at least five years;

. any Shareholder who has acquired Existing Shares in the market or otherwise where no upfront income tax relief was obtained; and
. any Shareholder who did not obtain capital gains tax deferral on subscription for Existing Shares prior to 6 April 2004.

The Board would like to remind Shareholders that the date entered on your share certificate(s) may not represent the date on which those shares (or the original underlying shares in the case of the share class merger - see question 4 below) were originally acquired. Shareholders who are unsure of their original acquisition date are recommended to seek professional advice from an authorised financial intermediary and/or contact Capita Registrars (the Company's registrars) on the contact details provided in response to question 15.

2. Are there any disadvantages to participating in the Enhanced Buyback Facility?

The net effect for participating Shareholders is that they will 'substitute' 1,000 Existing Shares with approximately 970 New Shares (the reduction in the value of the investment holding representing the costs of implementing the Enhanced Buyback Facility), though the reinvestment will qualify for upfront income tax relief of up to 30% of the amount reinvested for Qualifying Investors. As a result of this reduction to a Shareholders' holding, there will be a small reduction to the investment value and on any subsequent dividend payments.

If a Shareholder participates in the Enhanced Buyback Facility, the Shareholder will acquire new VCT shares. If that Shareholder qualifies for any upfront income tax relief on the reinvestment in New Shares, the Shareholder will need to hold these shares for five years from the date of issue in order to retain such relief. Sale (or other disposal) of the New Shares prior to the requisite minimum five-year holding period will result in a clawback of such relief by HMRC.

There could also be an income tax charge/clawback and/or a capital gains tax charge/ crystallisation of the deferred capital gains tax) on the disposal of the Shareholder's original Shares (see paragraph 2 on page 20).

3. If Existing Shares have been bought at different times, which ones are deemed to have been sold?

VCTs have different rules from normal companies. The first Existing Shares bought in the Company by a Shareholder are the first to be sold (i.e. a first in, first out basis). Shareholders are reminded that Existing Shares may have been issued by the Company and/or acquired from another party at different dates. In particular, Shareholders should take into account any Existing Shares issued or resulting from participation in the dividend investment scheme operated by the Company.

In respect of Existing Shares held by Shareholders as a result of the merger of the original ordinary shares with the S ordinary shares (the S ordinary shares then being redesignated as Shares), what is the date of acquisition for the purposes of the five-year holding period? Existing Shares resulting from merger of the original ordinary shares with the S ordinary shares (the S ordinary shares then being redesignated as Shares), have a deemed acquisition date of the date the original ordinary shares were acquired and not the date of the merger or the date on the share certificate.

Former original ordinary shareholders should note that they will have received a new certificate when it merged with the then S ordinary share class (themselves then redesignated as ordinary shares). This certificate, which should detail the ratio at which the shares were merged, replaced their original ordinary share certificate and is likely to represent a holding which is older than 26 March 2008, but Shareholders are advised to seek professional advice from an authorised financial intermediary or other professional advisor and/or contact Capita Registrars (the Company's registrars) on the contact details provided in response to question 15.

Former S ordinary shareholders should note that they will have received a new certificate when its share class was redesignated as Shares. This certificate, which should detail that it is in respect of a former S ordinary shareholding (i.e. there is no merger ratio described), replaced their original S ordinary share certificate and, depending on when such S ordinary shares were originally acquired, may or may not represent a holding which has been held for five years. Shareholders are strongly advised to seek professional advice from an authorised financial intermediary or other professional advisor and/or to contact Capita Registrars (the Company's registrars) on the contact details provided in response to question 15.

Tax reliefs attaching to the original ordinary shares are deemed split proportionately between the Existing Shares arising on the share class merger.

5. What amount of Existing Shares held can be sold?

Shareholders eligible to participate can apply to sell some or all of their Existing Shares in what is a two step process.

Firstly, Shareholders will, subject to receipt of a valid Enhanced Buyback Facility Application Form, be entitled to sell up to their Basic Entitlement (this being up to 50% of their holding on the register on 24 January 2013, rounded down to the nearest whole Existing Share).

Secondly, Shareholders may also tender additional Existing Shares in excess of their Basic Entitlement and, to the extent that other Shareholders do not participate, up to the maximum available amount, the excess will be allocated pro rata to the number of Existing Shares in excess of the Basic Entitlement tendered, subject to the discretion of the Board.

6. What are the tax consequences of the Enhanced Buyback Facility?

Shareholders are referred to paragraph 2 on page 20 in respect of the tax consequences of participating in the Enhanced Buyback Facility. Please note, in particular, the tax consequences of disposing of Existing Shares within the requisite five year holding period or if you have bought your Existing Shares from a third party. Shareholders should seek professional advice from an authorised financial intermediary or other professional adviser.

7. What should a Shareholder do if Existing Shares are held in CREST?

If a Shareholder wishes to participate in the Enhanced Buyback Facility and the Existing Shares are held by a nominee and through CREST, please see the answer to the question 8 below.

If Existing Shares are personally held in CREST, holdings will first need to be rematerialised into certificated form in order to participate. Shareholders are recommended to contact their broker or speak with the Company's registrar, Capita Registrars, for assistance in rematerialising holdings. Due to the time it may take to rematerialise holdings, Shareholders are advised to factor in at least two weeks for this process to be effected.

Once in receipt of the share certificate, this must then be submitted, together with the Enhanced Buyback Facility Application Form.

8. What if Existing Shares are held by a nominee and the beneficial shareholder wishes to participate in the Enhanced Buyback Facility?

Both the nominee and the beneficial shareholder will need to complete the same Enhanced Buyback Facility Application Form confirming that they wish to proceed by the nominee selling the holding in Existing Shares on behalf of the beneficial shareholder and the beneficial shareholder applying for the New Shares in his or her own name (so as to be able to obtain the income tax relief associated therewith).

A separate Enhanced Buyback Facility Application Form can be requested from Capita Registrars where a nominee holds Existing Shares in one holding for multiple beneficial shareholders or, alternatively, the form at the end of this document can be photocopied.

If Existing Shares are held through CREST, then the nominee will need to liaise with their broker or Capita Registrars (as the case may be) to rematerialise the Existing Shares first (as detailed above). Due to the time it may take to rematerialise holdings, Shareholders and their nominees are advised to factor in at least two weeks for this process to be effected. The New Shares (and the tax certificate) and share certificate will be issued in the name of the beneficial shareholder but the New Shares can then be transferred back to the nominee as required.

9. Will New Shares be issued in certificated form or through CREST?

New Shares issued as part of the Enhanced Buyback Facility will be in certificated form. Shareholders can then arrange through their broker or nominees for these New Shares to be subsequently admitted to CREST.

10. What if Existing Shares are held in more than one registered holding?

Over time, it is possible for a Shareholder to have a number of different registered holdings on the Company's register of members (for example, if different personal details are provided each time new shares are acquired in the Company). An indication of whether a Shareholder has more than one registered holding would be receiving duplicate copies of this Circular for each such holding and potentially having more than one Shareholder Reference Number with Capita Registrars.

If Existing Shares are held in different registered holdings, the maximum participation is up to 50% of each holding (i.e. which will amount to 50% of your aggregate holding in the Company) and any excess Shares which may be tendered to the extent other Shareholders do not participate or tender up to their basic entitlement. A separate Enhanced Buyback Facility Application Form must be returned in respect of each such holding (together with the relevant share certificate). Additional Enhanced Buyback Facility Application Forms can be requested from Capita Registrars or alternatively the form at the end of this document can be photocopied.

Shareholders should note that the register of members of the Company (which is held by Capita Registrars) is the absolute record of Shareholders' holdings and, as a result, share certificates (whilst an indication of a holding) may not reflect any subsequent transaction undertaken by the Company or a Shareholder.

If a Shareholder has a query as to whether they have more than one registered holding, please contact Capita Registrars (the Company's registrars) on the contact details provided in response to question 15.

11. What if Shareholders have changed their registered address or moved house?

Completed Enhanced Buyback Facility Application Forms with a postal address inserted on page 1 of the Enhanced Buyback Facility Application Form which does not match an address of a holding on the Company's register of members will, unless Box 1C is completed, be rejected.

Shareholders who have changed their address or moved house, such that the address for their registered holding(s) on the Company's register of members is not the current address at which such Shareholder now resides (i.e. the address completed on page 1 of the Enhanced Buyback Facility Application Form), are kindly requested to insert the address at which their holding(s) is registered in Box 1C of the Enhanced Buyback Facility Application Form.

Shareholders should note that the register of members of the Company (which is held by Capita Registrars) is the absolute record of Shareholders' registered addresses and, as a result, share certificates may not reflect any change of address which is subsequently advised to Capita Registrars by the Shareholder.

If Box 1C is completed Shareholders will be authorising Capita Registrars to update their registered holding with their new address details and new Share certificates (together with all other future Company literature) will be posted to these new addresses.

12. What if Shareholders have consolidated their shareholdings into one registered holding?

If a Shareholder has previously held more than one registered holding on the register of members of the Company and that Shareholder has elected to consolidate this holding, such that only one copy of this Circular is received, only one Enhanced Buyback Facility Application Form in respect of that holding will need to be completed. To understand which Existing Shares within a consolidated holding will be deemed to be sold pursuant to the Enhanced Buyback Facility please see the answer to question 3.

Shareholders should note that the register of members of the Company (which is held by Capita Registrars) is the absolute record of Shareholders' registered holdings and, as a result, if Shareholders continue to hold a number of share certificates this may not reflect any subsequent consolidation of holdings which may have taken place.

If a Shareholder has a query as to whether they have consolidated their registered holdings, please contact Capita Registrars (the Company's registrars) on the contact details provided in response to question 15.

13. Can Shares be transferred and the transferee participate?

The Enhanced Buyback Facility is being completed using a tender offer with a record date to set participation for Basic Entitlements prior to the date of this document. If Existing Shares have been transferred and such transfer has been recorded in the Company's register of members prior to the Record Date, then the transferee should be entitled to participate. However, if the transfer has not been recorded in the Company's register of members prior to the Record Date, then the transferee will not be entitled to participate.

14. Can a Shareholder participate in the Enhanced Buyback Facility and not reinvest?

No. The terms of the Enhanced Buyback Facility do not allow Shareholders to obtain cash from the buyback of their Existing Shares. The process requires a Shareholder to agree to reinvest all of the proceeds of sale in New Shares.

15. Who should Shareholders contact if they have queries about the Enhanced Buyback Facility or their shareholdings?

Shareholders who have a general query in respect of their shareholding can contact the Company's registrars, Capita Registrars, general shareholder helpline on: 0871 664 0321 from within the UK or on +44 20 8639 3399 if calling from outside the UK. If you have a specific query on the Enhanced Buyback Facility or about your holdings and/or date(s) of acquisition, please contact the Corporate Actions team at Capita Registrars on 0871 664 0324 from within the UK or +44 20 8639 3399 if calling from outside the UK between 9.00 a.m. and 5.30 p.m. (GMT time) Monday to Friday. Alternatively, Shareholders can review details of their holdings online with the Registrar using the Shareportal Service at www.capitashareportal.com and entering your investor code, which can be found on your share certificate. Calls to the 0871 664 0321/0324 number cost 10p per minute from a BT landline. Other network providers may vary. Lines are open Monday to Friday 9.00 a.m. - 5.30 p.m. (London time), No financial, legal, tax or investment advice will be given.

If you have any additional queries on the Enhanced Buyback Facility, please contact the Company Secretary, Mobeus, on 020 7024 7600 between 9.00 a.m. and 5.00 p.m., Monday to Friday. Mobeus cannot provide advice on the merits of the Enhanced Buyback Facility or give any financial, legal, tax or investment advice.

16. What is the procedure for applying pursuant to the Enhanced Buyback Facility?

To apply to participate in the Enhanced Buyback Facility, Shareholders must complete and return the Enhanced Buyback Facility Application Form (coloured pink and at the end of this document), together with their relevant share certificate(s) to Capita Registrars, Corporate Actions, 34 Beckenham Road, Beckenham, Kent BR3 4TU by post or hand delivered (during normal business hours only) by 12.00 noon on 20 March 2013.

17. What if Shareholders cannot locate their share certificate(s)?

Shareholders should contact Capita Registrars (contact details provided in response to question 16) to arrange to receive a replacement. Please note that there may be a charge by Capita Registrars for this service.

Further details on how to complete the Enhanced Buyback Facility Application Form are set out in Part VI.

PART III - RISK FACTORS

Shareholders should consider carefully the following risk factors in addition to the other information presented in this document. If any of the risks described below were to occur, it could have a material effect on the Company's business, financial condition or result of operations. The risks and uncertainties described below (such as changes in legal, regulatory or tax requirements) are not the only ones the Company or Shareholders will face. Additional risks not currently known to the Company or the Board, or that the Company or the Board currently believe are not material, may also adversely affect the Company's business, financial condition or result of operations. The value of the Shares could decline due to any of the risk factors described below, and Shareholders could lose part or all of their investment. Shareholders are strongly recommended to consult a financial or other professional adviser before applying to participate in the Enhanced Buyback Facility.

Risks of the Enhanced Buyback Facility

. Implementation of the Enhanced Buyback Facility is conditional on approval of Resolution 1 to be proposed at the General Meeting. If this resolution is not approved, the Enhanced Buyback Facility will be withdrawn.
. Shareholders should note that participation in the Enhanced Buyback Facility will be considered, for tax purposes, as a disposal of the Existing Shares. Participation in the Enhanced Buyback Facility in respect of Existing Shares which have not been held for five years will, therefore, be subject to clawback by HMRC of any initial income tax reliefs obtained on original subscription. In addition, there could be an income tax charge for Shareholders on any excess of the Tender Price above the original issue price for the Shares that are bought back. Shareholders whose Shares do not qualify for VCT reliefs may also be subject to a capital gains tax charge. Shareholders should seek professional advice and are referred to paragraph 2 in Part IV (Tax Position of Investors and the Company) of this document in respect of the tax consequences of the Enhanced Buyback Facility.
. Shareholders who benefitted from capital gains tax deferral relief on subscriptions for shares prior to 6 April 2004 should note that a disposal of such shares through the Enhanced Buyback Facility will crystallise the deferred gain and that participation in the Enhanced Buyback Facility will not provide cash to pay the relevant tax liability.
. If New Shares are subscribed under the Enhanced Buyback Facility and are disposed of within five years, the investor will be subject to clawback by HMRC of any income tax relief originally obtained on subscription.
. The Company is responsible for paying the costs of the Enhanced Buyback Facility. Assuming approximately 9.0% of the Existing Shares are tendered for purchase, the costs of the Enhanced Buyback Facility are expected to amount to approximately 3% of the gross proceeds. If participation is lower, then the proportion of the costs will be higher and the Company will need to meet such excess costs.
. The Enhanced Buyback Facility will result in a reduction in the net assets of the Company. However, the net asset value per Share (unless there are excess costs as referred to above) is not expected to be adversely affected as the costs of the Enhanced Buyback Facility are applied against participating Shareholders through the price at which the New Shares are allotted.

Company Risks

. The value of Shares, and the income from them, can fluctuate and Shareholders may not get back the amount they invested. In addition, there is no certainty that the market price of the Shares will fully reflect the underlying net asset value, nor should investors rely upon any Share buy-back policy to offer any certainty of selling their Shares at prices that reflect the underlying NAV. In addition, there is no guarantee that dividends will be paid or that any dividend objective stated will be met.
. Although the Existing Shares issued by the Company are (and it is anticipated that New Shares to be issued pursuant to the Enhanced Buyback Facility will be) admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's market for listed securities, the secondary market for VCT shares is generally illiquid and, therefore, there may not be a liquid

market (which may be partly attributable to the fact that initial tax reliefs are not available for VCT shares bought in the secondary market and because VCT shares usually trade at a discount to NAV) and investors may find it difficult to realise their investment (albeit the Company has an active buyback policy with the objective of maintaining the discount to NAV at which Shares trade at approximately 10% or less). A holding in the Company should be seen as a long term investment.

. The past performance of the Company or other funds managed by Mobeus (the investment manager to the Company) is no indication of the future performance of the Company. The return received by Shareholders will be dependent on the performance of the underlying investments. The value of such investments, and interest income and dividends therefrom, may rise or fall.
. The Articles of the Company provide the opportunity for Shareholders to vote on the continuation of the Company on the fifth anniversary of the last allotment of shares. The allotment of New Shares pursuant to the Enhanced Buyback Facility will, therefore, defer (in accordance with the Articles) the opportunity for Shareholders to vote on the continuation of the Company for at least five years and, as a result, Shareholders may have to wait longer to realise their holding in the Company.
. Although the Company may receive customary venture capital rights in connection with its investments, as a minority investor it may not be in a position to protect its interests fully.
. The Company's investments may be difficult, and take time, to realise. There may also be constraints imposed on the realisation of investments in order to maintain the VCT tax status of the Company.
. It can take a period of years for the underlying value or quality of the businesses of smaller companies, such as those in which the Company invests, to be fully reflected in their market values and their market values are often also materially affected by general market sentiment, which can be negative for prolonged periods.
. Investment in unquoted companies (including AIM and ISDX traded companies), by its nature, involves a higher degree of risk than investment in companies listed on the Official List. In particular, small companies often have limited product lines, markets or financial resources and may be dependent for their management on a small number of key individuals and may be more susceptible to political, exchange rate, taxation, economic and other regulatory changes and conditions. In addition, the market for securities in smaller companies may be less regulated and is usually less liquid than that for securities in larger companies, bringing with it potential difficulties in acquiring, valuing and disposing of such securities. Proper information for determining their value or the risks to which they are exposed may also not be available. Investment returns will, therefore, be uncertain and involve a higher degree of risk than investments in companies listed on the Official List.
. To the extent that investee companies are unable to pay the interest on loan stock instruments, the Company's income return will be adversely affected. Investee companies may also have debt, such as bank loans, which rank ahead of the loan stock issued to a Company.
. Where more than one of the funds managed or advised by Mobeus wishes to participate in an investment opportunity, allocations will generally be made in proportion to the net asset value of each fund. When one of the funds managed or advised by Mobeus is in its fund raising period, its net funds raised, for the purpose of allocation, will be assumed to be the value of shares allotted in that fund at the time the allocation calculation is made. Implementation of this policy will be subject to the availability of funds to make the investment and other portfolio considerations, such as sector exposure and the requirement to achieve or maintain a minimum of 70% of a particular VCT's portfolio in VCT qualifying holdings. This may mean that the Company may receive a greater or lesser allocation than would otherwise be the case under the normal co-investment policy.
. Whilst it is the intention of the Board that the Company will continue to be managed so as to qualify as a VCT, there can be no guarantee that the Company's status will be maintained. Failure to continue to meet the qualifying requirements could result in Qualifying Investors losing the tax reliefs available for VCT shares, resulting in adverse tax consequences, including, if their holding has not been held for the relevant holding period, a requirement to repay the tax reliefs obtained. Furthermore, should the Company lose its VCT status, dividends and gains arising on the disposal of Shares would become subject to tax and the Company would also lose its exemption from corporation tax on its capital gains.
. If a Qualifying Investor disposes of his or her Shares within five years of issue, he or she will be subject to clawback by HMRC of any income tax reliefs originally claimed.
. If at any time VCT status is lost for the Company, dealings in its Shares will normally be suspended until such time as proposals to continue or to be wound-up have been announced.
. The tax rules or their interpretation in relation to an investment in the Company and/or the rates of tax may change during the life of the Company and may apply retrospectively.
. Changes in legislation concerning VCTs, in relation to what constitutes qualifying holdings, qualifying trades and qualifying use of funds, may limit the number of qualifying investment opportunities, reduce the level of returns which might otherwise have been achievable or result in the Company not being able to meet its objectives. Shareholders should note that funds raised after 5 April 2012 and used by an investee company for the acquisition of shares in another company are restricted from being qualifying holdings for VCT purposes, which may reduce the number of investment opportunities for the Company.
. Many commentators believe that the UK economy will continue to face testing circumstances in the short to medium term that will hinder economic growth. Such conditions could adversely affect the ability of small companies to perform adequately, which could in turn reduce the returns earned by Shareholders.
. The UK economy, and its related stock markets, currently face some unusually challenging conditions. Stock market and currency movements may cause the value of the Company's investments, and the income from them, to fall as well as rise and investors may not get back the amount they originally invested.
. Any change of governmental, economic, fiscal, monetary or political policy, in particular current government spending reviews and cuts, could materially affect, directly or indirectly, the operation of the Company and/or the performance of the Company and the value of and returns from Shares and/or its ability to achieve or maintain VCT status.

PART IV - TAX POSITION OF INVESTORS AND THE COMPANY

The following paragraphs apply to the Company and to persons holding Shares as an investment who are the absolute beneficial owners of such Shares and are resident in the UK. They may not apply to certain classes of persons, such as dealers in securities. The following information is based on current UK law and practice, is subject to changes therein, is given by way of general summary and does not constitute legal, tax or investment advice.

If you are in any doubt about your position, or if you may be subject to a tax in a jurisdiction other than the UK, you should consult your financial or other professional adviser.

A INVESTORS

The tax reliefs set out below are those currently available to individuals aged 18 or over who subscribe for New Shares under the Enhanced Buyback Facility and will be dependent on personal circumstance. Whilst there is no specific limit on the amount of an individual's acquisition of shares in a VCT, tax reliefs will only be given to the extent that the total of an individual's subscriptions or other acquisitions of shares in VCTs in any tax year do not exceed £200,000 (including shares issued pursuant to the Enhanced Buyback Facility). Qualifying Investors who intend to invest more than £200,000 in VCTs in any one tax year should consult their professional advisers.

1. General VCT Tax Reliefs

(a) Income tax

(i) Relief from income tax on investment

A Qualifying Investor subscribing for New Shares will be entitled to claim income tax relief on amounts subscribed up to a maximum of £200,000 invested in VCTs in any tax year. To obtain relief, a Qualifying Investor must subscribe on their own behalf, although the New Shares may subsequently be transferred to a nominee. The relief is given at the rate of 30% on the amount subscribed regardless of whether the Qualifying Investor is a higher rate, additional rate or basic rate tax payer, provided that the relief is limited to the amount which reduces the Qualifying Investor's income tax liability to nil. Investments to be used as security for or financed by loans may not qualify for relief, depending on the circumstances.

(ii) Dividend relief

A Qualifying Investor, who acquires shares in VCTs in any tax year costing up to a maximum of £200,000, will not be liable to income tax on dividends paid on those shares and there is no withholding tax thereon.

(iii) Purchases in the market

A Qualifying Investor who purchases existing shares in the market will be entitled to claim dividend relief (as described in paragraph 1(a)(ii) above) but not relief from income tax on the investment (as described in paragraph 1(a)(i) above).

(iv) Withdrawal of relief

Relief from income tax on a subscription for VCT shares (including New Shares) will be withdrawn if the VCT shares are disposed of (other than between spouses or on death) within five years of issue or if the VCT loses its approval within this period, as detailed below.

Dividend relief ceases to be available once the Qualifying Investor ceases to own VCT shares in respect of which it has been given or if the VCT loses its approval within this period, as detailed below.

(b) Capital gains tax

(i) Relief from capital gains tax on the disposal of VCT shares

A disposal by a Qualifying Investor of VCT shares will give rise to neither a chargeable gain nor an allowable loss for the purposes of UK capital gains tax. The relief is limited to the disposal of VCT shares acquired within the limit of £200,000 for any tax year.

(ii) Purchases in the market

An individual purchaser of existing shares in the market will be entitled to claim relief from capital gains tax on disposal (as described in paragraph b(i) above).

(c) Loss of VCT approval

For a company to be fully approved as a VCT, it must meet the various requirements for full approval as set out below.

If a company which has been granted approval as a VCT subsequently fails to comply with the conditions for approval, approval as a VCT may be withdrawn. In these circumstances, relief from income tax on the initial investment is repayable unless loss of approval occurs more than five years after the issue of the relevant VCT shares. In addition, relief ceases to be available on any dividend paid in respect of profits or gains in any accounting period ending when VCT status has been lost and any gains on the VCT shares up to the date from which loss of VCT status is treated as taking effect will be exempt, but gains thereafter will be taxable.

(d) Overseas investors

Investors not resident in the UK should seek professional advice as to the consequences of making an investment in a VCT or in the UK generally.

2. Tax Consequences of the Enhanced Buyback Facility

(a) Disposal of Existing Shares by Shareholders

The disposal of Existing Shares by the Company will be treated, for tax purposes, as a disposal.

Shareholders are reminded that, although Qualifying Investors will receive initial income tax relief of up to 30% of the amount reinvested, no cash proceeds will be received by participating in the Enhanced Buyback Facility.

(i) Income tax consequences

The disposal is treated as a repayment of the amount originally subscribed for each Existing Share. To the extent that the proceeds of the disposal per Existing Share are greater than the amount originally subscribed in respect of each Existing Share (i.e. not the re-sale price where Existing Shares were purchased from a third party), the Company will be treated as having made a distribution of the amount of the excess (if any). This amount of excess is a distribution received by a Shareholder which is subject to income tax.

The Tender Price of an Existing Share, based on the latest published net asset value of the Shares as at 30 September 2012 would be 103.6p. Shareholders will be subject to an income tax charge on any excess of the Tender Price that is above the Original Issue Price of the Shares that are bought back.

A disposal of Existing Shares which have not been held for the minimum five-year holding period will be subject to clawback by HMRC of any upfront income tax reliefs obtained on original subscription.

(ii) Capital gains tax consequences

Any capital gains tax deferral relief obtained on subscription for Existing Shares issued before 6 April 2004 in the Company will be crystallised for payment upon their disposal. Where relevant, Shareholders may be able to utilise their annual capital gains tax allowance.

If a Shareholder qualifies for VCT reliefs in respect of the Existing Shares sold, the disposal will give rise to neither a chargeable gain nor an allowable loss for the purposes of capital gains tax. The relief is limited to the disposal of VCT shares acquired within the limit of £200,000 for any tax year.

In respect of other Existing Shares, capital gains tax could be payable where shares were acquired from a third party. If the participating Shareholder acquired the Existing Shares for an amount (''the Purchase Price'') less than the Original Issue Price, the part of the Tender Price in excess of the Purchase Price up to the Original Issue Price, will be subject to capital gains tax.

If the Tender Price for Existing Shares, which do not qualify for the capital gains tax disposal exemption, is less than the Purchase Price for those shares, Shareholders should be entitled to an allowable loss.

Where a Shareholder acquired Existing Shares on more than one occasion, Existing Shares acquired earlier are treated as having been disposed of prior to Existing Shares acquired later (i.e. first in, first out).

(iii) Stamp duty

No stamp duty is payable by Shareholders in respect of the Existing Shares sold or the New Shares subscribed.

The Company will pay stamp duty at the rate of 0.5% of the aggregate amount paid for Existing Shares purchased from Shareholders under the Enhanced Buyback Facility.

(b) Subscription for New Shares by Shareholders and HMRC confirmation

HMRC have confirmed that usual VCT tax reliefs, including the upfront income tax relief, will be available on the New Shares issued pursuant to the Enhanced Buyback Facility.

3. Obtaining Tax Reliefs

The Company will provide to each Qualifying Investor a certificate which the Qualifying Investors may use to claim income tax relief, either by obtaining from HMRC an adjustment to their tax coding under the PAYE system or by waiting until the end of the tax year and using their tax return to claim relief.

4. Overseas Shareholders

Shareholders not resident in the UK should seek their own professional advice as to the consequences of making and holding an investment in a VCT, as they may be subject to tax in other jurisdictions as well as in the UK.

B THE COMPANY

1. Qualification as a VCT

To qualify as a VCT, a company must be approved as such by HMRC. To obtain such approval it must:

(a) not be a close company;
(b) have each class of its ordinary share capital listed on a regulated market;
(c) derive its income wholly or mainly from shares or securities;
(d) have at least 70% by VCT Value of its investments in shares in Qualifying Investments, 30% of which must be eligible shares (70% for funds raised after 5 April 2011);
(e) have at least 10% by VCT Value of each Qualifying Investment in eligible shares;
(f) not have more than 15% by VCT Value of its investments in a single company or group (other than a VCT or a company which would, if its shares were listed, qualify as a VCT);
(g) not retain more than 15% of its income derived from shares and securities in any accounting period; and
(h) not invest in a single company or group in excess of the annual limit.

The term 'eligible shares' means ordinary shares which do not carry any rights to be redeemed or a preferential right to assets on a winding-up or dividends (in respect of the latter, where the right to the dividend is cumulative or, where the amount or dates of payment of the dividend may be varied by the company, a shareholder or any other person).

2. Qualifying Investments

A Qualifying Investment consists of shares or securities first issued to a VCT (and held by it ever since) by a company satisfying the conditions set out in Chapters 3 and 4 of Part 6 of the Tax Act.

The conditions are detailed, but include that the company: is a Qualifying Company; has gross assets not exceeding £15 million immediately before and £16 million immediately after the investment; applies the money raised for the purposes of a qualifying trade within certain time periods; cannot be controlled by another company; has fewer than 250 full-time (equivalent) employees; and, including the investment, has not obtained more than £5 million of investment from state aided risk capital measure in any rolling 12 month period. In certain circumstances, an investment in a company by a VCT can be split into a part which is a qualifying holding and a part which is a non-qualifying holding.

From 6 April 2012 there is a 'disqualifying purpose' test under which an investment will not be a qualifying investment if the investee company has been set up for the purpose of accessing tax reliefs or is in substance a financing business.

VCT funds raised after 5 April 2012 cannot be used by a qualifying company to fund the purchase of existing shares in another company.

3. Qualifying Companies

A Qualifying Company must be unquoted (for VCT purposes this includes companies whose shares are traded on ISDX and AIM) and must carry on a qualifying trade. For this purpose certain activities are excluded (such as dealing in land or shares or providing financial activities). The qualifying trade must either be carried on by, or be intended to be carried on by, the Qualifying Company or by a qualifying subsidiary at the time of the issue of shares or securities to the VCT (and at all times thereafter).

The company must have a permanent establishment in the UK, but the company need not be UK resident. A company intending to carry on a qualifying trade must begin to trade within two years of the issue of shares or securities to the VCT and continue it thereafter.

A Qualifying Company may have no subsidiaries other than qualifying subsidiaries which must, in most cases, be at least 51% owned.

4. Approval as a VCT

A VCT must be approved at all times by HMRC. Approval has effect from the time specified in the approval by HMRC.

A VCT cannot be approved unless the tests detailed above are met throughout the most recent complete accounting period of the VCT and HMRC is satisfied that they will be met in relation to the accounting period of the VCT which is current when the application is made. However, where a VCT raises further funds, VCTs are given grace periods to invest those funds before such further funds become subject to the tests.

However, to aid the launch of a VCT, HMRC may give provisional approval if satisfied that conditions (b), (c), (f) and (g) in paragraph 1 above will be met throughout the current or subsequent accounting period and condition (d) in paragraph 1 above will be met in relation to an accounting period commencing no later than three years after the date of provisional approval.

The Company has obtained approval as a VCT from HMRC. The Board considers that the Company has conducted its affairs and will continue to do so to enable it to qualify as a VCT.

5. Withdrawal of approval

Approval of a VCT (full or provisional) may be withdrawn by HMRC if the various tests set out above are not satisfied. The exemption from corporation tax on capital gains will not apply to any gain realised after the point at which VCT status is lost.

Withdrawal of approval generally has effect from the time when notice is given to the VCT but, in relation to capital gains of the VCT only, can be backdated to not earlier than the first day of the accounting period commencing immediately after the last accounting period of the VCT in which all of the tests were satisfied.

Withdrawal of provisional approval has effect as if provisional approval had never been given (including the requirement to pay corporation tax on prior gains).

PART V - ADDITIONAL INFORMATION

1. Share capital

As at 24 January 2013 (this being the latest practicable date prior to the publication of this document), the issued share capital of the Company was as follows:

	Issued and fully paid
	No. of Shares	£
Shares (1p each)	47,707,107	477,071.07

As at 24 January 2013 (this being the latest practicable date prior to the publication of this document), no share or loan capital of the Company was under option or had been agreed, conditionally or unconditionally, to be put under option, nor did the Company hold any share capital in treasury.

2. Directors and their interests

As at 24 January 2013 (this being the latest practicable date prior to publication of this document), the interests of the Directors (and their immediate families) in the issued share capital of the Company were as follows:

Director	No. of Shares	% of Issued Share Capital
Colin Hook	51,338	0.11
Jonathan Cartwright	10,591	0.02
Helen Sinclair	17,535	0.04

3. Substantial shareholders

As at 24 January 2013 (this being the latest practicable date prior to publication of this document), the Company is not aware of any person who has, directly or indirectly, an interest in the Company's capital or voting rights which is notifiable under UK law (under which, pursuant to CA 2006 and the Listing Rules and the Disclosure & Transparency Rules of the FSA, a holding of 3% or more must be notified to the Company).

4 No significant change

Save for the launch of the Linked Offer which has raised, to date, £1.97 million (before expenses) through the allotment of 1,701,451 Shares, there has been no significant change in the financial or trading position of the Company since 30 September 2012, the date to which the Annual Report was made up to, and the date of this document.

PART VI – ENHANCED BUYBACK FACILITY APPLICATION PROCEDURES AND TERMS AND CONDITIONS

ENHANCED BUYBACK FACILITY APPLICATION PROCEDURES

To apply to participate in the Enhanced Buyback Facility, please complete and return the Enhanced Buyback Facility Application Form (coloured pink and at the end of this document), together with your relevant share certificate(s) to Capita Registrars, Corporate Actions, 34 Beckenham Road, Beckenham, Kent BR3 4TU by post or hand delivered (during normal business hours only) by 12.00 noon on 20 March 2013.

Please complete all relevant parts of the Enhanced Buyback Facility Application Form(s) in accordance with the following instructions. If multiple registered holdings are applicable please complete separate Enhanced Buyback Facility Application Forms for each such holding by copying the form as necessary.

You are strongly recommended to consult with your financial adviser or seek other professional advice before completing the Enhanced Buyback Facility Application Form, in particular if Existing Shares have not been held for five years or capital gains tax deferral attaches to any of your Existing Shares.

Section 1 Existing Shares to be Tendered

A Shareholder should insert in BLOCK CAPITALS, their personal details, including full name, current residential address, date of birth, national insurance number and contact details. If Existing Shares are held jointly between Shareholders, please insert the first name and address presented on the registered holding.

Completed Enhanced Buyback Facility Application Forms with an address which does not match the address of the holding(s) on the Company's register of members will, save as set out below, be rejected.

Shareholders who have changed their address or moved house, such that the address for their registered holding(s) on the Company's register of members is not the current address at which Shareholders now reside (i.e. the address completed on page 1 of the Enhanced Buyback Facility Application Form), should insert the address at which their holding(s) is registered in Box 1C of the Enhanced Buyback Facility Application Form. If the address inserted in Box 1C does not match the address of the holding(s) on the Company's register of members the application will be rejected.

By completing Box 1C, Shareholders will be authorising Capita Registrars to update their registered holding with the new address details and new Share certificates (together with all future literature published by the Company) will be posted to this new address.

Applications which are not for the Basic Entitlement only

A Shareholder should insert the number of Existing Shares that they wish to tender in the Enhanced Buyback Facility into Box 1A of the Enhanced Buyback Facility Application Form and Box 1B should be left blank.

Applications which are for the Basic Entitlement only

If a Shareholder wishes to apply for their Basic Entitlement only to be tendered (i.e. 50% of their shareholding as at the Record Date), a cross [x] should be placed in Box 1B of the Enhanced Buyback Facility Application Form and Box 1A should be left blank.

Which tax year is the application for?

The Enhanced Buyback Facility is open for both the 2012/13 and 2013/14 tax years. Shareholders are requested to complete the two boxes to confirm what number of their Existing Shares tendered pursuant to the Enhanced Buyback Facility are to be bought back and reinvested in which tax year. The total of the two boxes must equal the number of Existing Shares tendered in either Box 1A or Box 1B, as applicable. If neither box is completed then your application will be deemed to be in respect of the 2012/2013 tax year only.

Section 2 To be completed by ALL Shareholders participating in the Enhanced Buyback Facility

Please sign/execute and date the form in accordance with the instructions thereon. By signing and dating the form, Shareholders will agree to sell Existing Shares and subscribe in their own name or, if completed, the name of the person detailed in Section 3 for New Shares under the terms and conditions of the Enhanced Buyback Facility as set out in this Part VI.

Individual shareholders will need to have their form witnessed by someone that does not have a vested interest in their Shares or is not a family member. For joint shareholders, please ensure all individual registered holders sign and each has their signatures witnessed.

By signing an Enhanced Buyback Facility Application Form, a Shareholder DECLARES THAT:

i. they have read the Enhanced Buyback Facility Terms and Conditions of Application set out in the Circular and agree to be bound by them;
ii. they are the legal and, unless Section 3 has been completed, the beneficial owner of the Existing Shares being tendered under the Enhanced Buyback Facility;
iii unless Section 3 has been completed, they will be the legal and beneficial owner of the New Shares issued to them under the Enhanced Buyback Facility;
iv. they understand the risk factors associated with the Enhanced Buyback Facility and an investment in the Company;
v. if such Shareholder is an Overseas Shareholder, (a) they are not resident or located in any Restricted Territory, or in any territory in which it is unlawful to make or participate in the Enhanced Buyback Facility or to use the Enhanced Buyback Facility Application Form in any manner in which the person has used or will use it, (b) they have fully observed any applicable legal and regulatory requirements of the territory in which such Overseas Shareholder is resident or located and (c) the invitation under the Enhanced Buyback Facility may be made to such Overseas Shareholder under the laws of the relevant jurisdiction; and
vi. to the best of the Shareholder's knowledge and belief, the personal details given are correct.

Section 3 Only to be completed for applications by a nominee where the proceeds are to be reinvested for a beneficial shareholder

Please insert, in BLOCK CAPITALS, the personal details relating to the beneficial shareholder (please ensure full details are provided including full name, address, date of birth, national insurance number and contact details).

The beneficial shareholder must sign/execute and date the form and in doing so DECLARES that (a) they are the beneficial owner of the Existing Shares being tendered under the Enhanced Buyback Facility, (b) they are not resident in any Restricted Territory, or in any territory in which it is unlawful to make or participate in the Enhanced Buyback Facility or to use the Enhanced Buyback Facility Application Form in any manner in which the person has used or will use it and (c) agrees to use the proceeds of sale of the Existing Shares to subscribe for New Shares, such sale and subscription to be under the terms and conditions of the Enhanced Buyback Facility as set out in this Part VI.

Please provide contact details for the nominee to assist with queries in relation to the application.

Applicants under the Enhanced Buyback Facility should return completed Enhanced Buyback Facility Application Forms by 12.00 noon on 20 March 2013, together with share certificates, to Capita Registrars, Corporate Actions, 34 Beckenham Road, Beckenham, Kent BR3 4TU by post or hand delivered (during normal business hours only).

ENHANCED BUYBACK FACILITY TERMS AND CONDITIONS

The following terms and conditions apply to the Enhanced Buyback Facility.

Save where the context otherwise requires, words and expressions defined in the Definitions section of this document have the same meanings when used in these terms and conditions and the Enhanced Buyback Facility Application Form.

The section headed ''Enhanced Buyback Facility Application Procedure'' in this Part VI and the Enhanced Buyback Facility Application Form form part of these terms and conditions of application.

General

(a) The Enhanced Buyback Facility provides the means for Shareholders (other than Shareholders in a Restricted Territory) and, where Existing Shares are held by a nominee, beneficial holders of Existing Shares (other than Overseas Beneficial Holders in a Restricted Territory) to apply to tender some or all of their Existing Shares to the Company for repurchase and to subscribe for New Shares on the terms and subject to the conditions set out in the Circular and the Enhanced Buyback Facility Application Form.
(b) Shareholders are not obliged to tender any Existing Shares pursuant to the Enhanced Buyback Facility. Shareholders who do not wish to participate in the Enhanced Buyback Facility in respect of Existing Shares should not take any action and should not complete or return the Enhanced Buyback Facility Application Form at the end of this document.

Conditions

(c) The Enhanced Buyback Facility is conditional on approval of Resolution 1 to be proposed at the General Meeting. If this resolution is not approved, the Enhanced Buyback Facility will be withdrawn. The Enhanced Buyback Facility will only be implemented to the extent that the Board believes that the Company has sufficient reserves to lawfully effect the purchase of Existing Shares pursuant to the Enhanced Buyback Facility.
(d) The maximum number of Existing Shares to be purchased is 23,853,553 (which represents 50% of the issued share capital of the Company as at the Record Date).
(e) The Enhanced Buyback Facility is open to all Shareholders (other than Shareholders in a Restricted Territory) and, where Existing Shares are held by a nominee, beneficial holders of Existing Shares (other than Overseas Beneficial Holders in a Restricted Territory), on the register on the Record Date. Shareholders who hold their Existing Shares in CREST will need to rematerialise their Existing Shares into certificated form in order to participate in the Enhanced Buyback Facility.
(f) The Enhanced Buyback Facility opens on 25 January 2013 and will close at 12.00 noon on 20 March 2013. Shareholders can apply for implementation in the 2012/2013 or the 2013/2014 tax years or both. The timetable set out on page 2 is expected to apply to the Enhanced Buyback Facility. The Board reserves the right to extend the Enhanced Buyback Facility and to accept applications and to purchase Existing Shares and issue, and arrange for the listing of, New Shares on dates later than those stated on page 2.
(g) Each Shareholder (other than Shareholders in a Restricted Territory) who returns a valid Enhanced Buyback Facility Application Form is:
(i) entitled to apply to sell a number of Existing Shares up to their Basic Entitlement at the Tender Price with the proceeds immediately thereafter being used to purchase New Shares at the Issue Price, rounded down to the nearest whole New Share; and
(ii) also entitled to apply to tender additional Existing Shares in excess of their Basic Entitlement up to 100% of their holding and which will be satisfied to the extent that other Shareholders do not participate up to 50% of the issued share capital as at the Record Date (such excess available to be allocated pro rata to the number of Existing Shares in excess of Basic Entitlements tendered, rounded down to the nearest whole number of shares and subject to the discretion of the Board (such discretion is only intended to be used to deal with roundings)).
(h) If the Board considers that the Company does not have sufficient reserves to lawfully implement the Enhanced Buyback Facility in full or that implementing the Enhanced Buyback Facility in respect of valid applications received would result in the Company having insufficient reserves for ongoing purposes (taking into account reserves expected to be created), the Board may reduce the maximum number of Existing Shares to be purchased under the Enhanced Buyback Facility and a Shareholder's entitlement to participate up to his or her Basic Entitlement will be reduced accordingly.
(i) The Enhanced Buyback Facility will be implemented by the Company, the Broker and the Receiving Agent (as the Company's and Shareholders' agents) and no cash is required to be paid by participating Shareholders. The Enhanced Buyback Facility is treated as comprising a tender

offer to purchase Existing Shares and the issue of New Shares pursuant to an offer for subscription.

Settlement

(j) The Receiving Agent will process applications from Shareholders to sell Existing Shares to the Company and to subscribe for New Shares under the Enhanced Buyback Facility.
(k) Existing Shares in respect of which a valid application is made under the Enhanced Buyback Facility will be purchased by the Broker as agent for the Company at the Tender Price. The proceeds of the sale of the Existing Shares are authorised by each relevant Shareholder to be retained by the Company and used on behalf of that Shareholder or, if applicable, the underlying beneficial holder where the Existing Shares are held by a nominee, to purchase New Shares at the Issue Price.
(l) New Shares will be issued and credited as fully paid. Application will be made to the UK Listing Authority for the New Shares to be issued to be admitted to the premium segment of the Official List of the UK Listing Authority and to the London Stock Exchange's market for trading on the London Stock Exchange's main market for listed securities. Admission is expected to take place within three Business Days after each allotment.
(m) The application of the proceeds of the sale of Existing Shares in respect of the subscription for New Shares will fully discharge any obligation of the Company and/or the Broker to pay to a Shareholder the consideration to which he or she is entitled in respect of the purchase of Existing Shares. Any proceeds of sale of the Existing Shares insufficient to purchase a whole New Share will be retained by the Company and used for its own purposes.

Overseas Shareholders and Overseas Beneficial Holders

(n) The distribution of this document and an Enhanced Buyback Facility Application Form and making the Enhanced Buyback Facility available to persons who have registered addresses in, or who are resident or ordinarily resident in, or citizens of, or which are corporations, partnerships or other entities created or organised under the laws of countries other than the UK or to persons who are nominees of or custodians, trustees or guardians for citizens, residents in or nationals of, countries other than the UK may be affected by the laws or regulatory requirements of the relevant jurisdictions.
(o) No steps have been or will be taken by, the Company, Mobeus, the Receiving Agent or the Broker or any other person, to qualify the Enhanced Buyback Facility or to authorise the extending of the Enhanced Buyback Facility or the distribution of the Enhanced Buyback Facility Application Form in any territory outside the UK. In particular, the Enhanced Buyback Facility is not being made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, facsimile transmission, telex and telephone) of interstate or foreign commerce, or of any facility of a national securities exchange, of the Restricted Territories and the Enhanced Buyback Facility cannot be accepted by any such use, means, instrumentality or facility or from within the Restricted Territories. Accordingly, this document is being sent to Shareholders with registered addresses in the Restricted Territories for the purposes of the General Meeting only. Receipt of this document and/or the Enhanced Buyback Facility Application Form will not constitute an offer in those jurisdictions in which it would be illegal to make such an offer and in those circumstances, this document and/or the Enhanced Buyback Facility Application Form will be deemed to have been sent for information only and should not be copied or redistributed. Persons receiving such documents or wishing to participate in the Enhanced Buyback Facility should not distribute or send them in, into or from the Restricted Territories or use such mails or any such means, instrumentality or facility in connection with the Enhanced Buyback Facility and so doing will render invalid any related purported acceptance of the Enhanced Buyback Facility. All accepting Shareholders (and, where relevant, all beneficial holders of Existing Shares) must provide addresses outside the Restricted Territories for the return of documents lodged pursuant to the Enhanced Buyback Facility.
(p) A Shareholder (and a beneficial holder of Existing Shares, where relevant) will be deemed not to have applied under the Enhanced Buyback Facility if: (i) such Shareholder is unable to make the representation and warranty set out in section 2 of this Part VI; or (ii) such Shareholder completes an Enhanced Buyback Facility Application Form with an address in any of the Restricted Territories or has a registered address in any of the Restricted Territories; or (iii) the Enhanced Buyback

Facility Application Form received from him is in an envelope postmarked in, or which otherwise appears to the Company, Mobeus, the Receiving Agent, the Broker or their agents to have been sent from, a Restricted Territory. The Company, Mobeus, the Receiving Agent, the Broker reserve the right, in their absolute discretion, to investigate, in relation to any acceptance, whether the representation and warranty referred to at paragraph (u) of this Part VI given by any Shareholder is correct and, if such investigation is undertaken and as a result they determine (for any reason) that such representation and warranty is not correct, such acceptance shall not be valid.

(q) If, in connection with making the Enhanced Buyback Facility available and notwithstanding the restrictions described above, any person (including, without limitation, custodians, nominees and trustees) whether pursuant to a contractual or legal obligation or otherwise, forwards this document, the Enhanced Buyback Facility Application Form or any related offering documents in, into or from the Restricted Territories or uses the mails of, or any means or instrumentality (including, without limitation, facsimile transmission, telex and telephone) of interstate or foreign commerce or any facility of a national securities exchange of, the Restricted Territories in connection with such forwarding, such persons should: (i) inform the recipient of such fact; (ii) explain to the recipient that such action may invalidate any purported participation in the Enhanced Buyback Facility by the recipient; and (iii) draw the attention of the recipient to the warranties set out at paragraph (u) of this Part VI.
(r) The terms and conditions set out in this document and the Enhanced Buyback Facility Application Form relating to the participation of Overseas Shareholders or Overseas Beneficial Holders may be waived, varied or modified as regards specific Shareholders or beneficial holders or on a general basis by the Company in its absolute discretion.
(s) Shareholders (and beneficial holders of Existing Shares, where relevant) who are citizens, residents or nationals, of other countries should inform themselves about and observe any applicable legal requirements. It is the responsibility of any such Shareholder to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental or other consents that may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other taxes due in such jurisdiction. Any such Shareholder will be responsible for payment of any such issue, transfer or other taxes or other requisite payments due by whomsoever payable and the Company, Mobeus, the Broker and/ or the Receiving Agent and any person acting on either's behalf shall be entitled to be fully indemnified and held harmless by such Shareholder for any such issue, transfer or other taxes as such person may be required to pay. The comments set out in this document are intended as a general guide only and Shareholders who are in any doubt about their position should consult their professional adviser in the relevant territory.
(t) No adviser commission will be paid by the Company pursuant to the Enhanced Buyback Facility.

Applications

(u) Each Shareholder by whom, or on whose behalf, an Enhanced Buyback Facility Application Form is executed irrevocably undertakes, represents, warrants and agrees to and with the Company and the Broker and the Receiving Agent (so as to bind such Shareholder and their personal or legal representatives, heirs, successors and assigns) that:
. the execution of the Enhanced Buyback Facility Application Form constitutes an offer to sell the number of Existing Shares inserted or deemed to be inserted in Box 1 of the Enhanced Buyback Facility Application Form and an offer to subscribe for New Shares, such New Shares to be issued to such Shareholder, subject to the Articles and subject to the terms and conditions set out or referred to in the Circular and the Enhanced Buyback Facility Application Form and that, once lodged, such offers are irrevocable;
. such Shareholder is the legal owner of the Existing Shares on the Record Date and, as applicable, the beneficial holder is, and was as at the Record Date, the benenficial holder of the Existing Shares;
. such Shareholder has full power and authority to tender, sell, assign or transfer the Existing Shares in respect of which such irrevocable offer is accepted (together with all rights attaching thereto) and, when the same are purchased by the Company (through the Broker as its agent), the Company will acquire such Existing Shares free and clear from all liens, charges, encumbrances, equitable interests, rights of pre-emption or other third party rights of

any nature and together with all the rights attaching thereto including the right to receive all dividends and other distributions declared, paid or made after the date of purchase;

. that the execution of the Enhanced Buyback Facility Application Form will, subject to the Enhanced Buyback Facility becoming unconditional, constitute the irrevocable appointment of any Director or officer of, or other person nominated by, the Company as such Shareholder's attorney and agent (''attorney''), and an irrevocable instruction to the attorney, to complete and execute all or any instruments of transfer and/ or other documents at the attorney's discretion in relation to the purchase of the Existing Shares tendered and accepted for purchase and to do all such other acts and things as may in the opinion of such attorney be necessary or expedient for the purpose of, or in connection with, the Enhanced Buyback Facility (and if the appointment of an attorney hereunder shall be unenforceable or invalid or shall not operate so as to afford any Director or officer of the Company the benefit or authority expressed to be given therein, the Shareholder shall with all practicable speed do all such acts and things and execute all such documents that may be required to enable the Company to secure the full benefits of this paragraph);
. such Shareholder agrees to ratify and confirm each and every act or thing that may be done or effected by the Receiving Agent, the Company, Mobeus and/or the Broker or any of their Directors or any person nominated by them in the proper exercise of its or his or her respective powers and/or authorities hereunder;
. in respect of the tendered Existing Shares, such Shareholder will deliver to the Receiving Agent their share certificate(s) and/or other document(s) of title in respect thereof, or an indemnity acceptable to the Company in lieu thereof, or will procure the delivery of such documents to such person as soon as possible after and, in any event, before the closing date or, if earlier, the date of completion of the purchase of Existing Shares and allotment of New Shares;
. such Shareholder shall do all such acts and things as shall be necessary or expedient and execute any additional documents deemed by the Company to be desirable, in each case to complete the purchase of the Existing Shares and/or to subscribe for any New Shares issued under the relevant Enhanced Buyback Facility and/or to perfect any of the authorities expressed to be given hereunder;
. if such Shareholder is an Overseas Shareholder (a) they are not resident or located in any Restricted Territory, or in any territory in which it is unlawful to make or participate in the Enhanced Buyback Facility or to use the Enhanced Buyback Facility Application Form in any manner in which the person has used or will use it, (b) they have fully observed any applicable legal and regulatory requirements of the territory in which such Overseas Shareholder is resident or located and (c) the invitation under the Enhanced Buyback Facility may be made to such Overseas Shareholder under the laws of the relevant jurisdiction;
. the execution of the Enhanced Buyback Facility Application Form constitutes a warranty by such Shareholder that the information given by or on behalf of such Shareholder is true and accurate in all respects at the time the Company purchases the Existing Shares and allots the New Shares and that in making the application such Shareholder is not relying on any information or representation in relation to the Company other than that contained in the Circular, and that the Shareholder applying to participate in the Enhanced Buyback Facility accordingly agrees that no person responsible solely or jointly for the Circular or any part thereof, or involved in the preparation thereof, shall have any liability for any such information or representation not so contained and further agrees that, having had the opportunity to read this document, it will be deemed to have had notice of all information in relation to the Company contained in the Circular;
. such Shareholder is not, and nor are they applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in sections 67, 70, 93 or 96 (depository receipts and clearance services) of the Finance Act 1986;
. the execution of the Enhanced Buyback Facility Application Form constitutes such Shareholder's submission to the exclusive jurisdiction of the courts of England in relation to all matters arising out of or in connection with the Enhanced Buyback Facility and their agreement that nothing shall limit the right of the Company to bring any action, suit or

proceeding arising out of or in connection with such Shareholder's application, acceptances of the application and contracts in any other manner permitted by law or any court of competent jurisdiction;

. such Shareholder agrees that mandates in respect of the dividend investment schemes to which the Existing Shares are mandated and information and authorities in respect of payment of dividends direct to bank accounts be transferred to the New Shares allotted through participating in the Enhanced Buyback Facility;
. such Shareholder and/or their financial intermediary (pursuant to which annual trail commission is being paid in respect of a holding in the Company) undertakes to notify the Company if advice is given in respect of a holding in the Company and payments of any such trail commission should cease (though the Company also reserves the right to cease payments if it believes advice may have been given or for any other reason in its absolute discretion).

Additional Provisions

(v) The Company reserves the absolute right to inspect (either itself or through the Receiving Agent or other agents) all Enhanced Buyback Facility Application Forms, and may consider void and reject any Enhanced Buyback Facility Application Form that does not in the sole judgment of the Company satisfy the terms and conditions of the Enhanced Buyback Facility. If the Enhanced Buyback Facility Application Form is not completed or in the Company's determination (in its absolute discretion) has not been validly completed, provided that the Enhanced Buyback Facility Application Form is otherwise in order and accompanied by all other relevant documents, the tender may be accepted as a valid tender in whole or part at the Company's discretion. The delivery of share certificate(s) for Existing Shares and all other required documents will be at the risk of the Shareholder participating in the Enhanced Buyback Facility. If the relevant Enhanced Buyback Facility is withdrawn or terminated, all documents lodged will be returned to Shareholders by post (at the risk of the Shareholder) within 14 business days. In these circumstances, Enhanced Buyback Facility Application Forms for the Enhanced Buyback Facility will cease to have any effect.
(w) Existing Shares acquired by the Company (through the Broker as its agent) pursuant to the Enhanced Buyback Facility will be on-market purchases in accordance with the rules of the London Stock Exchange, the UKLA and CA 2006. Existing Shares sold by Shareholders pursuant to the Enhanced Buyback Facility will be acquired with full title guarantee, fully paid and free from all liens, charges, encumbrances and equitable interests, rights of pre-emption or other third party rights of any nature and together with all rights attaching thereto including the right to receive all dividends and other distributions declared, paid or made on or after the date of purchase.
(x) The failure of any person to receive a copy of the Circular or the Enhanced Buyback Facility Application Form shall not invalidate any aspect of the Enhanced Buyback Facility. Additional copies of this document and Enhanced Buyback Facility Application Forms can be obtained from the Receiving Agent. No acknowledgement of receipt of any Enhanced Buyback Facility Application Forms, share certificates and/or other documents of title will be given.
(y) References in these terms and conditions to a holder of Existing Shares or a Shareholder shall include references to the person or persons executing an Enhanced Buyback Facility Application Form (including as is applicable, to a beneficial shareholder where the Existing Shares are held by a nominee) and, in the event of more than one person executing an Enhanced Buyback Facility Application Form, the provisions of this paragraph shall apply to them jointly and to each of them.
(z) The terms of the Enhanced Buyback Facility shall have effect subject to such non-material modifications as the Board sees fit.

PART VII - DEFINITIONS

''Annual Report''	the audited report and accounts of the Company for the year ended 30 September 2012
''Admission''	the date(s) on which New Shares allotted pursuant to the Enhanced Buyback Facility are listed on the Official List of the UK Listing Authority and admitted to trading on the London Stock Exchange's market for listed securities
''AIM''	the Alternative Investment Market, a market operated by the London Stock Exchange
''Articles''	the articles of association of the Company, as amended from time to time
''Basic Entitlement''	the entitlement of each Shareholder to tender 50% of their Existing Shares pursuant to the Enhanced Buyback Facility, rounded down to the nearest whole number
''Board''	the board of directors of the Company
''Broker''	Panmure Gordon (UK) Limited (or such other broker as the Company may appoint to act as its agent to implement the Enhanced Buyback Facility)
''Business Days''	any day (other than a Saturday) on which clearing banks are open for normal banking business in Sterling
''CA 2006''	the Companies Act 2006, as amended from time to time
''Capita Registrars''	a trading name of Capita Registrars Limited, the Company's registrars
''Circular''	this document
''Company''	The Income & Growth VCT plc
''CREST''	the central securities depository for the UK markets
''Directors''	the directors of the Company (and each a ''Director'')
''Enhanced Buyback Facility''	the enhanced buyback facility in respect of Existing Shares as contained in this document
''Enhanced Buyback Facility Application Form''	the application form (coloured pink) in respect of the Enhanced Buyback Facility at the end of this document
''Enhanced Buyback Facility Terms and Conditions''	the terms and conditions of the Enhanced Buyback Facility set out in Part VI of this document
''Existing Shares''	Shares on the register at 5.00 p.m. on 24 January 2013 (and each an ''Existing Share'')
''FSA''	the Financial Services Authority
''FSMA''	the Financial Services and Markets Act 2000, as amended
''General Meeting''	the general meeting of the Company to be held on 22 February 2013
''HMRC''	HM Revenue & Customs
''ISDX''	the ICAP Securities & Derivatives Exchange, a prescribed market for the purposes of section 118 of FSMA
''Issue Price''	a price equal to the most recently published net asset value per Share at the time of issue of New Shares pursuant to the Enhanced Buyback Facility (adjusted for any dividends subsequently paid), divided by 0.97 and rounded up to the nearest 0.1p

''Linked Offer''	the offer for subscription for Shares, MIG shares and MIG 4 shares as described in the registration document, securities note and summary issued by the Company, MIG and MIG 4 on 29 November 2012.
''Listing Rules''	the listing rules of the UKLA
''London Stock Exchange''	London Stock Exchange plc
''Mobeus''	Mobeus Equity Partners LLP
''NAV'' or ''net asset value''	net asset value of a company or as applicable, a share, calculated in accordance with the Company's normal accounting policies
''New Shares''	new Shares to be issued by the Company pursuant to the Enhanced Buyback Facility (and each a ''New Share'')
''Official List''	the Official List of the UKLA
''Original Issue Price''	the price at which Existing Shares were originally issued by the Company
''Overseas Beneficial Holders''	beneficial holders of Shares who are resident in, or citizens of, a jurisdiction outside the UK (and each an ''Overseas Beneficial Holder'')
''Overseas Shareholders''	Shareholders who are resident in, or citizens of, a jurisdiction outside the UK (and each an ''Overseas Shareholder'')
''Panmure Gordon''	Panmure Gordon (UK) Limited
''Proposals''	the Enhanced Buyback Facility, the cancellation of share premium and capital redemption reserves and the Resolutions to be proposed at the General Meeting
''Qualifying Company''	an unquoted (including an AIM or ISDX listed) company which satisfies the requirements of Chapter 4 of Part 6 of the Tax Act
''Qualifying Investments''	investments in a Qualifying Company satisfying the requirements of Chapter 4 of Part 6 of the Tax Act (and each a ''Qualifying Investment'')
''Qualifying Investors''	individuals aged 18 or over who satisfy the conditions of eligibility for VCT tax reliefs (and each a ''Qualifying Investor'')
''Receiving Agent''	Capita Registrars in its capacity as the receiving agent to the Enhanced Buyback Facility
''Record Date''	the record date pursuant to which Shareholders' entitlements will be allocated pursuant to the Enhanced Buyback Facility, this being 5.00 p.m. on 24 January 2013
''Resolutions''	the resolutions to be proposed at the General Meeting (and each a ''Resolution'')
''Restricted Territories''	United States of America, Canada, Australia, Japan and South Africa (and each a ''Restricted Territory'')
''Shareholders''	holders of Shares (and each a ''Shareholder'')
''Shares''	ordinary shares of 1p each in the capital of the Company (and each a ''Share'')
''Sterling''	the official name for the standard monetary unit of the UK
''Tax Act''	Income Tax Act 2007, as amended from time to time
''Tender Price''	a price equal to the most recently published net asset value per Share at the time of purchase of Existing Shares pursuant to the Enhanced Buyback Facility (adjusted for any dividends subsequently paid) and rounded down to the nearest 0.1p

''UK''	the United Kingdom of Great Britain and Northern Ireland
''UKLA'' or ''UK Listing Authority''	the UK Listing Authority, being the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VII of the Financial Services and Markets Act 2000
''United States''	the United States of America, its states, territories and possessions including the District of Columbia
''VCT'' or ''venture capital trust''	a company satisfying the requirements of Chapter 3 of Part 6 of the Tax Act for venture capital trusts
''VCT Value''	the value of an investment calculated in accordance with Section 279 of the Tax Act

THE INCOME & GROWTH VCT PLC

(Registered in England and Wales with registered number 04069483)

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of The Income & Growth VCT plc (''the Company'') will be held at the offices of Mobeus Equity Partners LLP, 30 Haymarket, London SW1Y 4EX at 12.00 noon on 22 February 2013, for the purposes of considering and, if thought fit, passing the following resolutions which will be proposed as special resolutions.

Special Resolutions

1. That, in addition to existing authorities:
(i) the Company be generally and unconditionally authorised pursuant to Section 701 of the Companies Act 2006 (''the Act'') to make market purchases (within the meaning of Section 693(4) of the Act) of up to 23,853,553 of its own shares at a fixed price equal to the latest published net asset value per share prior to the date of purchase (adjusted for any dividends subsequently paid and rounded down to the nearest 0.1p), and such fixed price shall, for the purposes of Section 701(3)(b) of the Act, constitute both the maximum and minimum price that may be paid for the shares purchased pursuant to, or in contemplation of, an enhanced buyback facility;
(ii) the directors be and hereby are generally and unconditionally authorised in accordance with Section 551 of the Act to exercise all powers of the Company to allot and issue shares in the capital of the Company up to an aggregate nominal amount of £238,535.53, provided that this power shall be limited to the allotment of shares at a price per share equal to the latest published net asset value of an existing share prior to the date of allotment (adjusted for any dividends subsequently paid) and divided by 0.97 (rounded up to the nearest 0.1p); and
(iii) the directors be and hereby are empowered pursuant to Sections 570 and 573 of the Act to allot equity securities (within the meaning of Section 560 of the Act) for cash pursuant to the authority conferred by paragraph (ii) of this resolution as if Section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of shares at a price per share equal to the latest published net asset value of an existing share prior to the date of allotment (adjusted for any dividends subsequently paid) and divided by 0.97 (rounded up to the nearest 0.1p), pursuant to, or in contemplation of, an enhanced buyback facility

and the authority and powers conferred by this resolution shall expire on the conclusion of the annual general meeting of the Company to be held in 2014, save that the Company may, before such expiry, make offers or agreements which would or might require shares to be allotted and purchased and the directors may allot and purchase shares in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

1. That the amount standing to the credit of the share premium account of the Company as at 25 January 2013 be cancelled.
1. That the amounts standing to the credit of the share premium account of the Company and the capital redemption reserve of the Company as at the date an order is made confirming such cancellation by the Court be cancelled.

Dated 25 January 2013

By order of the Board Registered Office: Mobeus Equity Partners LLP 30 Haymarket Company Secretary London

SW1Y 4EX

Notes:

1. None of the directors has a service contract. Each director has an appointment letter with the Company, a copy of which will be available for inspection at the meeting.
1. To be entitled to attend and vote at the meeting (and for the purposes of the determination by the Company of the votes they may cast in accordance with Regulation 41 of the Uncertified Securities Regulations 2001), members must be registered in the register of members of the Company at 5.00 p.m. on 20 February 2013 (or, in the event of any adjournment, 5.00 p.m. on the date which is two days before the date of the adjourned meeting). Changes to the register of members of the Company after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend, speak and vote on his or her behalf. A proxy need not also be a member but must attend the meeting to represent the member. Details of how to appoint the chairman of the meeting or another person as a proxy using the form of proxy are set out in the notes on the form of proxy. If a member wishes a proxy to speak on the member's behalf at the meeting the member will need to appoint their own choice of proxy (not the chairman) and give their instructions directly to them.
1. A member may appoint more than one proxy, provided each proxy is appointed to exercise rights attached to different shares. A member may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please photocopy the form of proxy indicating on each copy of the form of proxy the name of the proxy you wish to appoint and the number of shares in respect of which the proxy is appointed. You should send all pages to Capita Registrars. A member should indicate in the box next to the proxy holder's name the number of shares in relation to which the proxy is authorised to act as the member's proxy. A member should also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given.
1. A form of proxy is attached to this document and a reply paid envelope is enclosed. To be valid, it should be lodged with the Company's registrar, Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU so as to be received not later than 12.00 noon on 20 February 2013 or 48 hours before the time appointed for any adjourned meeting or, in the case of a poll taken subsequent to the date of the meeting or adjourned meeting, so as to be received no later than 24 hours before the time appointed for taking the poll.
1. As at 24 January 2013 (being the last business day prior to the publication of this notice), the Company's issued voting share capital was 47,707,107 shares, each carrying one vote each. Therefore, the total voting rights in the Company as at 24 January 2013 was 47,707,107.
1. In accordance with section 325 of the Companies Act 2006, the right to appoint proxies does not apply to persons nominated to receive information rights under section 146 of the Companies Act 2006.
1. Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a ''Nominated Person'') may, in accordance with section 149(2) of the Companies Act 2006 and under an agreement between him/her and the member by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
1. You may submit your proxy electronically using the Shareportal Service at www.capitashareportal.com. If not already registered for the share portal, you will need your investor code which can be found on your share certificate. If you cannot locate your investor code, please contact Capita Registrars Limited, between 9.00 a.m. and 5.30 p.m. (GMT) Monday to Friday (except UK public holidays) on telephone number 0871 664 0321 or, if telephoning from outside the UK, on +44 20 8639 3399. Calls to Capita Registrars' helpline (0871 664 0321) are charged at 10 pence per minute (including VAT) plus your service provider's network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes.
1. The statement of the rights of members in relation to the appointment of proxies in paragraphs 3 to 5 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by members of the Company.
1. If a corporate shareholder has appointed a corporate representative, the corporate representative will have the same powers as the corporation could exercise if it were an individual member of the Company. If more than one corporate representative has been appointed, on a vote on a show of hands on a resolution, each representative will have the same voting rights as the corporation would be entitled to. If more than one authorised person seeks to exercise a power in respect of the same shares, if they purport to exercise the power in the same way, the power is treated as exercised; if they do not purport to exercise the power in the same way, the power is treated as not exercised.
1. Appointment of a proxy will not preclude a member from subsequently attending and voting at the meeting should the member subsequently decide to do so. A member can only appoint a proxy using the procedures set out in these notes and the notes to the form of proxy.
1. Information regarding the meeting is also available at the following website: www.incomeandgrowthvct.co.uk.

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THE INCOME & GROWTH VCT PLC

FORM OF PROXY

I/We .........................................................................................................................................................

(Block Capitals Please)

of ............................................................................................................................................................

being a shareholder(s) of the above-named Company, appoint the Chairman of the General Meeting or

.................................................................................................................................................................

for the following number of shares (insert number or all)

to act as my/our proxy to vote for me/us and on my/our behalf at the General Meeting of the Company to be held at the offices of Mobeus Equity Partners LLP, 30 Haymarket, London SW1Y 4EX at 12.00 noon on 22 February 2013 (see note 1 below) and at every adjournment thereof and to vote for me/us on my/ our behalf as directed below.

Please indicate with an 'X' if this is one of multiple proxy instructions being given

The proxy is directed to vote as follows:

Resolutions		For	Against	Discretion	Vote Withheld
1. Composite resolution to approve the issue and repurchase of shares in connection with an enhanced buyback facility	Special
2. Approve the cancellation of the amount standing to the credit of the share premium account as at 25 January 2013	Special
3. Approve the cancellation of the share premium account and capital redemption reserve	Special

Signature.................................................................................. Dated.................................... 2013

Notes:

%- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

1. The notice of the General Meeting is set out in the circular to shareholders of the Company dated 25 January 2013.
1. If any other proxy is preferred, strike out the words ''Chairman of the General Meeting'' and add the name and address of the proxy you wish to appoint. The proxy need not be a member.
1. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. A member may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, (an) additional form(s) of proxy should be obtained by contacting the Company's registrar, Capita Registrars, between 9.00 a.m. and 5.30 p.m. (GMT) Monday to Friday on telephone number 0871 664 0321 or, if telephoning from outside the UK, on +44 20 8639 3399. Calls to Capita Registrars' helpline (0871 664 0321) are charged at 10 pence per minute (including VAT) plus your service provider's network extras. Further details will be available from your service provider. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones. Calls may be recorded and randomly monitored for security and training purposes. For legal reasons, Capita Registrars Limited will be unable to give advice on the merits of the proposals or provide financial, legal, tax or investment advice.

Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given.

1. Any alterations to the form should be initialled.
1. If the appointer is a corporation, this form must be completed under its common seal or under the hand of an officer or attorney duly authorised in writing.
1. The signature of any one of joint holders will be sufficient, but the names of all the joint holders should be stated.
1. To be valid, this form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power must reach the registrars of the Company at Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU not less than forty-eight hours before the time appointed for holding the General Meeting or adjournment as the case may be. A reply paid envelope is enclosed for use.
1. You may submit your proxy electronically using the Shareportal Service at www.capitashareportal.com. If not already registered for the share portal, you will need your investor code which can be found on your share certificate. If you cannot locate your investor code, please contact Capita Registrars Limited, between 9.00 a.m. and 5.30 p.m. (GMT) Monday to Friday (except UK public holidays) on telephone number 0871 664 0321 or, if telephoning from outside the UK, on +44 20 8639 3399. Calls to Capita Registrars' helpline (0871 664 0321) are charged at 10 pence per minute (including VAT) plus your service provider's network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes.
1. The completion of this form will not preclude a member from attending the General Meeting and voting in person.

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THE INCOME & GROWTH VCT PLC

ENHANCED BUYBACK FACILITY APPLICATION FORM

Before completing this Enhanced Buyback Facility Application Form you should read the circular issued by the Company dated 25 January 2013 (''Circular''). Definitions used in the Circular apply herein.

This document is important and requires your immediate attention. If you are in any doubt as to what action you should take, in particular if you have not held your Existing Shares for five years or capital gains tax deferral attaches to any of your Existing Shares, you are recommended to consult a person authorised under the Financial Services and Markets Act 2000 who specialises in advising upon investment in shares and other securities, without delay.

The Enhanced Buyback Facility is only being made available to Shareholders (other than certain Overseas Shareholders) on the register on 24 January 2013. The Enhanced Buyback Facility is not being made, directly or indirectly, in or into a Restricted Territory. The distribution of this and any accompanying documents into a Restricted Territory is or may be restricted by law and therefore persons into whose possession this form and accompanying documents come should inform themselves about, and observe, such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. Any person (including, without limitation, custodians, nominees and trustees) who may have a contractual or legal obligation to forward this Enhanced Buyback Facility Application Form and its accompanying documents should read the section headed 'Overseas Shareholders' in Part VI of the Circular before taking any action.

The Enhanced Buyback Facility is conditional on the approval of Resolution 1 to be proposed at the General Meeting to be held on 22 February 2013. If this resolution is not approved, the Enhanced Buyback Facility will be withdrawn.

Shareholders who do not wish to participate in the Enhanced Buyback Facility should take no further action.

AN APPLICATION UNDER THE ENHANCED BUYBACK FACILITY MAY ONLY BE MADE BY ELIGIBLE SHAREHOLDER(S) ON THE REGISTER ON 24 JANUARY 2013. IT IS NOT A NEGOTIABLE DOCUMENT OR A DOCUMENT OF TITLE AND CANNOT BE TRADED. This Enhanced Buyback Facility Application Form is for use by eligible Shareholder(s) only and cannot be sold, assigned, transferred, or split. Nominees who wish to participate in respect of multiple beneficial shareholders should contact Capita Registrars (contact details below).

SECTION 1 – TO BE COMPLETED BY ALL SHAREHOLDERS PARTICIPATING IN THE ENHANCED BUYBACK FACILITY

Title: Mr/Mrs/Miss/Dr/Other:	Telephone (mobile):
Forename(s):	Telephone (home):
Surname:	National Insurance number:
Current address:	Date of Birth:

* If this is not the address shown on the Company's register of members, please also complete Box 1C below.

Box 1A (see note 1 below) Insert in this box the number of Existing Shares for which your application is made	OR	Box 1B (see note 2 below) Place a cross [x] in this box to apply for your Basic Entitlement only

Tax year to which your application relates (the total of the boxes below must equal Box 1A or Box 1B, as applicable):

Please insert the number of Existing Shares that you wish to participate in the Enhanced Buyback Facility in respect of into Box 1A (unless you are applying for your Basic Entitlement only, in which case, please leave blank); or
If you wish to apply to participate for your Basic Entitlement only (i.e. 50% of your holding of Existing Shares), please put a cross in Box 1B (and leave Box 1A blank).

Completed application forms for the Enhanced Buyback Facility must be returned by no later than 12.00 noon on 20 March 2013, together with existing share certificates, to Capita Registrars, Corporate Actions, 34 Beckenham Road, Beckenham, Kent BR3 4TU by post or hand delivered (during normal business hours).

Shareholders who have queries in respect of the Enhanced Buyback Facility or their holdings and/or date(s) of acquisition should contact the Company registrars, Capita Registrars, telephone: 0871 664 0324 from within the UK or on + 44 20 8639 3399 if calling from outside the UK. Calls to the 0871 664 0324 number cost 10p per minute from a BT landline. Other network providers may vary. Lines are open Monday to Friday 9.00 a.m. - 5.30 p.m. (London time). If you have any additional queries on the Enhanced Buyback Facility, please contact the Company Secretary, Mobeus Equity Partners LLP, on 020 7024 7600. No financial, legal, tax or investment advice will be given.

ALL SHAREHOLDERS - PLEASE SIGN AND DATE THE ENHANCED BUYBACK FACILITY APPLICATION FORM AT SECTION 2.

APPLICATIONS BY A NOMINEE WHERE THE PROCEEDS ARE TO BE REINVESTED FOR A BENEFICIAL SHAREHOLDER - PLEASE ARRANGE FOR THE BENEFICIAL SHAREHOLDER TO ALSO COMPLETE, SIGN AND DATE SECTION 3.

Box 1C – CHANGE OF ADDRESS (TO BE COMPLETED BY SHAREHOLDERS WHO HAVE CHANGED ADDRESS)

If the address you have completed in the above section of this Enhanced Buyback Facility Application Form is not the address which is on the Company's register of members in respect of the Existing Shares for which your application is being made, please insert in the box below the address which is on the Company's register of members for identification purposes. Please note that, by completing Box 1C, you will be authorising Capita Registrars to update the address details of your registered holding on the Company's register of members with the new address details inserted above and your new Share certificate(s) (together with all future literature published by the Company) will be posted to this new address.

Address:

SECTION 2 – TO BE COMPLETED BY ALL SHAREHOLDERS PARTICIPATING IN THE ENHANCED BUYBACK FACILITY

By signing this Enhanced Buyback Facility Application Form at Section 2 or 3, you agree to sell the number of Existing Shares detailed in Box 1 at the Tender Price and have the proceeds of sale used to purchase New Shares at the Issue Price in your name or, if completed, the name of the person detailed in Section 3 on the terms and conditions of the Enhanced Buyback Facility contained in the Circular. In the event of inadequate share certificates being received, applications will be rejected.

EXECUTION BY INDIVIDUALS - Signed and delivered as a deed by:

Signature(s) of Applicant(s)	Signature(s) of Witness(es)	Name and address of Witness(es)

Individual shareholders will need to have their form witnessed by someone that does not have a vested interested in the Shares, or is not a family member.

EXECUTION BY COMPANIES - Executed and delivered as a deed by the company named below Alternative 1 – Director and Director/Secretary

	Name	Signature
Director
Director/Secretary*

(*delete as appropriate)

Alternative 2 – Director and Witness

	Name	Signature
Director

AND

Signature(s) of Applicant(s)	Signature(s) of Witness(es)	Name and address of Witness(es)

Data Protection

Mobeus Equity Partners LLP and Capita Registrars Limited will use the information you give for administration, research and statistical purposes. Information provided by you will be held in confidence by Mobeus Equity Partners LLP and Capita Registrars Limited and will not be passed on to any other product or service companies. Your details may be used by Mobeus Equity Partners LLP and Capita Registrars Limited to send you information on other products and services they offer. If you would prefer not to receive such information, please tick this box. truept

SECTION 3 – ONLY TO BE COMPLETED FOR APPLICATIONS BY A NOMINEE WHERE THE PROCEEDS ARE TO BE REINVESTED FOR A BENEFICIAL SHAREHOLDER

Beneficial shareholder to complete details.

Title: Mr/Mrs/Miss/Dr/Other:	Telephone (work):
Forename:	Telephone (home):
Surname(s):	National Insurance number:
Address:	Date of Birth:

By signing this Enhanced Buyback Facility Application Form, the beneficial shareholder agrees to subscribe for New Shares at the Issue Price (such subscription monies to be satisfied from the proceeds of sale of the Shares) on the terms and conditions of the Enhanced Buyback Facility contained in the Circular. In the event of inadequate information being received, applications will be rejected. Evidence of identity may be requested.

Signed and delivered as a deed by:

Signature(s) of Applicant(s)	Signature(s) of Witness(es)	Name and address of Witness(es)

Nominee contact details for queries

Telephone:	Email:

The nominee should also counter sign this form in Section 2.

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CORPORATE INFORMATION

Directors

Colin Peter Hook (Chairman) Jonathan Harry Cartwright Helen Rachelle Sinclair

Registered Office

30 Haymarket London SW1Y 4EX

Website: www.incomeandgrowthvct.co.uk Telephone: 020 7024 7600 Company Number: 04069483

Investment Manager, Administrator and

Company Secretary Mobeus Equity Partners LLP 30 Haymarket London SW1Y 4EX Website: www.mobeusequity.co.uk Telephone: 020 7024 7600

Solicitors Broker

No.1 Colmore Square One New Change Birmingham London B4 6AA EC4M 9AF

Registrars Auditor

Capita Registrars Limited PKF (UK) LLP The Registry Farringdon Place 34 Beckenham Road 20 Farringdon Road Beckenham London Kent EC1M 3AP BR3 4TU

Website: www.capitashareportal.com Shareholder Helpline: 0871 664 0321 Calls cost 10p per minute plus network extras Lines open from 9.00 a.m. until 5.30 p.m. (Monday to Friday)

Enhanced Buyback Facility enquiries to Capita Registrars Corporate Actions Team: 0871 664 0324

SGH Martineau LLP Panmure Gordon (UK) Limited

AI Terminal

INCOME & GROWTH VCT (THE) PLC

4800_rns_2013-01-28_db8706b2-4f58-4527-aebf-1cf23e197e43.pdf

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

THE INCOME & GROWTH VCT PLC

Enhanced Buyback Facility

Notice of General Meeting

CONTENTS

EXPECTED TIMETABLES

General Meeting

Enhanced Buyback Facility

PART I - LETTER FROM THE CHAIRMAN

THE INCOME & GROWTH VCT PLC

Enhanced Buyback Facility and Notice of General Meeting

Background

Enhanced Buyback Facility

Consequences of Participating in the Enhanced Buyback Facility

Cancellation of Share Premium and Capital Redemption Reserves

General Meeting

Action to be Taken

General Meeting

Enhanced Buyback Facility

Recommendation

What are the terms?

Costs of the Enhanced Buyback Facility

Illustration of the Enhanced Buyback Facility

Overseas Shareholders and Overseas Beneficial Holders

Existing Advisory Commission Arrangements

Further Details

FREQUENTLY ASKED QUESTIONS

1. Who should consider taking part in the Enhanced Buyback Facility?

2. Are there any disadvantages to participating in the Enhanced Buyback Facility?

3. If Existing Shares have been bought at different times, which ones are deemed to have been sold?

5. What amount of Existing Shares held can be sold?

6. What are the tax consequences of the Enhanced Buyback Facility?

7. What should a Shareholder do if Existing Shares are held in CREST?

8. What if Existing Shares are held by a nominee and the beneficial shareholder wishes to participate in the Enhanced Buyback Facility?

9. Will New Shares be issued in certificated form or through CREST?

10. What if Existing Shares are held in more than one registered holding?

11. What if Shareholders have changed their registered address or moved house?

12. What if Shareholders have consolidated their shareholdings into one registered holding?

13. Can Shares be transferred and the transferee participate?

14. Can a Shareholder participate in the Enhanced Buyback Facility and not reinvest?

15. Who should Shareholders contact if they have queries about the Enhanced Buyback Facility or their shareholdings?

16. What is the procedure for applying pursuant to the Enhanced Buyback Facility?

17. What if Shareholders cannot locate their share certificate(s)?

Further details on how to complete the Enhanced Buyback Facility Application Form are set out in Part VI.

PART III - RISK FACTORS

Risks of the Enhanced Buyback Facility

Company Risks

PART IV - TAX POSITION OF INVESTORS AND THE COMPANY

A INVESTORS

1. General VCT Tax Reliefs

(a) Income tax

(i) Relief from income tax on investment

(ii) Dividend relief

(iii) Purchases in the market

(iv) Withdrawal of relief

(b) Capital gains tax

(i) Relief from capital gains tax on the disposal of VCT shares

(ii) Purchases in the market

(c) Loss of VCT approval

(d) Overseas investors

2. Tax Consequences of the Enhanced Buyback Facility

(a) Disposal of Existing Shares by Shareholders

Shareholders are reminded that, although Qualifying Investors will receive initial income tax relief of up to 30% of the amount reinvested, no cash proceeds will be received by participating in the Enhanced Buyback Facility.

(i) Income tax consequences

(ii) Capital gains tax consequences

(iii) Stamp duty

(b) Subscription for New Shares by Shareholders and HMRC confirmation

3. Obtaining Tax Reliefs

4. Overseas Shareholders

B THE COMPANY

1. Qualification as a VCT

2. Qualifying Investments

3. Qualifying Companies

4. Approval as a VCT

5. Withdrawal of approval

PART V - ADDITIONAL INFORMATION

1. Share capital