HARGREAVE HALE AIM VCT PLC

AGM Information • Dec 7, 2015

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to what action you should take, you should consult your own independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended).

If you have sold or transferred all of your shares in Hargreave Hale AIM VCT 1 plc and/or Hargreave Hale AIM VCT 2 plc, please send this document at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. However, such documents should not be forwarded or transmitted in or into the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. The Companies and the Directors accept responsibility for the information contained in this document. To the best of the knowledge of the Companies and the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and contains no omissions likely to affect its import.

HARGREAVE HALE AIM VCT 1 PLC

(Incorporated in England and Wales under the Companies Act 1985 with registered number 05206425)

HARGREAVE HALE AIM VCT 2 PLC

(Incorporated in England and Wales under the Companies Act 1985 with registered number 05941261)

General Meetings in connection with Recommended Proposals relating to:

• (i) offers for subscription of up to £15,000,000 of Ordinary Shares of 1p each in Hargreave Hale AIM VCT 1 and up to £10,000,000 of Ordinary Shares of 1p each in Hargreave Hale AIM VCT 2
• (ii) adoption of new Articles of Association of Hargreave Hale AIM VCT 1 and Hargreave Hale AIM VCT 2 in order to extend the life of the Companies to 2022

Your attention is drawn to the letter from the Chairmen of the Companies set out on pages 4 to 6 which contains a recommendation to vote in favour of the Resolutions to be proposed at the General Meetings. You will find on pages 9 to 14 a notice of the General Meetings to be held on 12 January 2016 at 12.30 p.m. for Hargreave Hale AIM VCT 1 and at 12.45 p.m. for Hargreave Hale AIM VCT 2 to approve the Resolutions. The General Meetings will be held at the offices of the Companies, Accurist House, 44 Baker Street, London, W1U 7AL. To be valid, the forms of proxy enclosed with this document for the General Meetings should be returned not less than 48 hours before the General Meetings, either by post or by hand (during business hours only) to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.

The whole of this Circular should be read. This document has been prepared to include all necessary information for Shareholders to make an informed decision regarding the matters being voted on. This Circular does not constitute the Prospectus which is a separate document and which sets out the full terms of the Offers. Shareholders are strongly recommended to read the full terms of the Prospectus if they wish to participate in the Offers. Copies of the Prospectus are available on request at the offices of the Companies, Accurist House, 44 Baker Street, London W1U 7AL and at the following website address: www.hargreaveaimvcts.co.uk.

CONTENTS

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EXPECTED TIMETABLE

Offers open	1 December 2015
Latest time and date for receipt of proxy forms for the General Meeting of Hargreave Hale AIM VCT 1	12.30 p.m. on 8 January 2016
Latest time and date for receipt of proxy forms for the General Meeting of Hargreave Hale AIM VCT 2	12.45 p.m. on 8 January 2016
General Meeting of Hargreave Hale AIM VCT 1	12.30 p.m. on 12 January 2016
General Meeting of Hargreave Hale AIM VCT 2	12.45 p.m. on 12 January 2016
Closing date for receipt of applications for investment in the Offers for the 2015/16 tax year	12 p.m. on 5 April 2016
Allotment of new Ordinary Shares under the Offers	22 December 2015 and monthly thereafter
Monthly Admission and dealings expected to commence	Within 10 business days of any allotment
Closing date for receipt of applications for investment in the Offers for the 2016/17 tax year	12 p.m. on 16 November 2016
Dispatch of Share and tax certificates	Within 15 business days of any allotment

If there are any significant changes to the above times and/or dates Ordinary Shareholders will be notified by an announcement through a regulatory information service.

Hargreave Hale AIM VCT 1 plc Hargreave Hale AIM VCT 2 plc Accurist House 44 Baker Street London W1U 7AL

7 December 2015

Dear Shareholder,

Proposals relating to:

• (i) offers for subscription of up to £15,000,000 of Ordinary Shares in Hargreave Hale AIM VCT 1 and up to £10,000,000 of Ordinary Shares in Hargreave Hale AIM VCT 2
• (ii) adoption of new Articles of Association of Hargreave Hale AIM VCT 1 and Hargreave Hale AIM VCT 2 in order to extend the life of the Companies to 2022

Introduction

The purpose of this Circular is to provide information on and seek approval from the Shareholders for making the offers for subscription. In addition, both Companies are seeking an amendment to their Articles of Association in order to extend the life of the Companies to 2022.

The Offers

On 7 September 2015 the Companies announced their intention to launch separate offers for subscription of new Ordinary Shares. Full details of the Offers are contained in the Prospectus, published by the Companies on 1 December 2015. Hargreave Hale AIM VCT 1 and Hargreave Hale AIM VCT 2 are seeking to raise up to £15 million and £10 million respectively through the Offers.

Following the success of the 2014-15 offers in which £20 million was raised, in aggregate, the Companies have already invested £10.0 million in 22 Qualifying Companies in the last twelve months. The raising of further funds by way of the Offers is intended to create the following benefits for both Companies:

• provide additional capital to invest in small British companies;
• improve long time viability, meet expenses and reduce the Ongoing Expense Ratios; and
• allow existing and new investors to invest in small companies through a tax efficient structure with an award winning fund management team.

In order to proceed with the Offers, each Company will need to authorise its Board to allot those Shares pursuant to the Offers on a non-pre-emptive basis.

Duration of Companies and Amendments to the Articles

It is proposed that the Articles of both Companies be amended so that the continuation resolution to be put to Shareholders at the annual general meeting of Hargreave Hale AIM VCT 1 in 2021 and Hargreave Hale AIM VCT 2 in 2021 is instead put to Shareholders at the annual general meetings of the Companies to be held in 2022 (and at each annual general meeting of the Company at five year intervals thereafter) in order that the new Ordinary Shares to be issued pursuant to the Offers can be retained for five years with the associated VCT tax benefits.

The General Meeting of Hargreave Hale AIM VCT 1

The General Meeting for Hargreave Hale AIM VCT 1 will consider the following Resolutions:

Resolution 1 will, if passed, give the Board authority, pursuant to the Companies Act 2006, to allot Ordinary Shares under the Offer during the period commencing on the passing of this Resolution and expiring on the first anniversary of this Resolution.

Resolution 2 will, if passed, give the Board authority under the Companies Act 2006 to allot the Shares referred to in Resolution 1, other than pro rata to existing Shareholders. This authority will expire on the first anniversary of the date of this Resolution.

Resolution 3 will, if passed, under the Companies Act 2006, adopt the revised articles of association of the Company for the reasons set out under the heading "Duration of Companies and Amendments to the Articles" on page 4 of this document.

The General Meeting of Hargreave Hale AIM VCT 2

The General Meeting for Hargreave Hale AIM VCT 2 will consider the following Resolutions:

Resolution 1 will, if passed, give the Board authority, pursuant to the Companies Act 2006, to allot Ordinary Shares under the Offer during the period commencing on the passing of this Resolution and expiring on the first anniversary of this Resolution.

Resolution 2 will, if passed, give the Board authority under the Companies Act 2006 to allot the Shares referred to in Resolution 1, other than pro rata to existing Shareholders. This authority will expire on the first anniversary of the date of this Resolution.

Resolution 3 will, if passed, under the Companies Act 2006, adopt the revised articles of association of the Company for the reasons set out under the heading "Duration of Companies and Amendments to the Articles" on page 4 of this document.

Action to be taken in respect of the General Meetings

Shareholders will find forms of proxy attached at the end of this document for each of the General Meetings which are to be held at the offices of Hargreave Hale, Accurist House, 44 Baker Street, London W1U 7AL. Whether or not you propose to attend the General Meetings, you are requested to complete and return the enclosed form of proxy to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, so as to be received not less than 48 hours before the time appointed for holding the relevant General Meeting (excluding any part of a day that is not a working day). Completion and return of the form of proxy will not prevent a Shareholder from attending and voting in person at the relevant General Meeting should a Shareholder wish to do so.

Recommendation and Intentions of the Board of Hargreave Hale AIM VCT 1

The Board of Hargreave Hale AIM VCT 1 considers that the Proposals are in the best interests of the Shareholders of Hargreave Hale AIM VCT 1 as a whole and unanimously recommends that Shareholders of Hargreave Hale AIM VCT 1 vote in favour of the Resolutions in respect of Hargreave Hale AIM VCT 1. The Directors of Hargreave Hale AIM VCT 1 intend to vote in favour of the Resolutions in respect of their own beneficial shareholdings amounting to 0.46 per cent. of the Company.

Recommendation and Intentions of the Board of Hargreave Hale AIM VCT 2

The Board of Hargreave Hale AIM VCT 2 considers that the Proposals are in the best interests of the Shareholders of Hargreave Hale AIM VCT 2 as a whole and unanimously recommends that Shareholders of Hargreave Hale AIM VCT 2 vote in favour of the Resolutions in respect of Hargreave Hale AIM VCT 2. The Directors of Hargreave Hale AIM VCT 2 intend to vote in favour of the Resolutions in respect of their own beneficial shareholdings amounting to 0.87 per cent. of the Company.

Yours faithfully

Sir Aubrey Brocklebank Bt David Hurst-Brown Chairman Chairman

Inspection Documents

Hargreave Hale AIM VCT 1 plc Hargreave Hale AIM VCT 2 plc

A copy of the proposed new articles of association of the Companies will be available for inspection at the offices of Howard Kennedy LLP, Number 1 London Bridge, London, SE1 9BG from the date of this document until the date of the General Meetings and at Accurist House, 44 Baker Street, London, W1U 7AL from 15 minutes before each General Meeting until each General Meeting ends.

DEFINITIONS

Articles	the articles of association of each Company, as amended from time to time
Board or Directors	(i) with respect to Hargreave Hale AIM VCT 1: Sir Aubrey Brocklebank Bt, David Brock, and Giles Hargreave and
	(ii) with respect to Hargreave Hale AIM VCT 2: David Hurst-Brown, Philip Cammerman and Giles Hargreave
Circular	this document
Companies	Hargreave Hale AIM VCT 1 and Hargreave Hale AIM VCT 2, and Company means either one of them as the context requires
CREST	the relevant system (as defined in the Regulations) in respect of which Euroclear is the Operator (as defined in the Regulations)
Equiniti	Equiniti Limited
Euroclear	Euroclear UK and Ireland Limited
General Meetings	the general meetings of the Companies to be held on 12 January 2016 (or any adjournment thereof), and a General Meeting means either of the general meetings as the context requires
Hargreave Hale or Investment Manager	Hargreave Hale Limited, which is authorised and regulated by the FCA, and acts as the investment manager for the Companies
Hargreave Hale AIM VCT 1	Hargreave Hale AIM VCT 1 plc
Hargreave Hale AIM VCT 2	Hargreave Hale AIM VCT 2 plc
NAV	the value of each Company's assets, less its liabilities (divided by the appropriate number of shares in issue when referred to on a per-share basis)
Notice of the General Meeting	the notice of the General Meeting set out on pages 9 to 14 of this document
Ordinary Shares	ordinary shares of 1p each in the capital of the relevant Company
Ordinary Shareholder	a holder of Ordinary Shares in the relevant Company
Offers	the offers for subscription for Ordinary Shares in the Companies as described in the Circular, and an "Offer" means either the offer for subscription by Hargreave Hale AIM VCT 1 or the offer for subscription by Hargreave Hale AIM VCT 2, as the context requires

Ongoing Expense Ratio	the total costs of managing and operating each Company divided by its NAV
Proposals	the recommended proposals relating to:
	(i) offers for subscription of up to £15,000,000 of Ordinary Shares of 1p each in Hargreave Hale AIM VCT 1 and of up to £10,000,000 of Ordinary Shares of 1p each in Hargreave Hale AIM VCT 2
	(ii) adoption of new Articles of Association of Hargreave Hale AIM VCT 1 and Hargreave Hale AIM VCT 2 in order to extend the life of the Companies to 2022
Prospectus	the prospectus issued by the Companies dated 1 December 2015 relating to the Offers
Qualifying Investment or Qualifying Company	an investment made by a venture capital trust in a trading company which comprises a qualifying holding under Chapter 4 of Part 6 ITA
Regulations	the Uncertificated Securities Regulations 2001 (SI 2001/3755)
Resolutions	the resolutions set out in the Notice of General Meeting for each of the Companies
Shares	shares in the capital of the Companies
Shareholders	holders of Ordinary Shares in the capital of the Companies
VCT	a venture capital trust as defined in section 259 of the Income Tax Act 2007

HARGREAVE HALE AIM VCT 1 PLC

NOTICE OF THE GENERAL MEETING

NOTICE IS HEREBY GIVEN that a General Meeting of Hargreave Hale AIM VCT 1 plc (the "Company") will be held at the offices of the Company, at Accurist House, 44 Baker Street, London, W1U 7AL at 12.30 p.m. on 12 January 2016 to consider and, if thought fit, pass the following resolutions which will be proposed as an ordinary resolution as to resolution (1) and as special resolutions as to resolutions (2) and (3):

Ordinary Resolutions

(1) THAT, in substitution for existing authorities, the Directors be and are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot shares in the capital of the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal value of £330,000 during the period commencing on the passing of this resolution and expiring on the first anniversary of this resolution (unless previously revoked, varied or extended by the Company in general meeting), but so that this authority shall allow the Company to make before the expiry of this authority offers or agreements which would or might require shares to be allotted after such expiry. Provided however that the power conferred by this resolution shall be limited to the allotment of equity securities in connection with the offers for subscription of up to £20,000,000 (including an over-allotment facility of £5,000,000) of ordinary shares of 1 pence each in the capital of the Company (the "Ordinary Shares") pursuant to a prospectus issued by the Company and Hargreave Hale AIM VCT 2 plc on the date of this Circular (the "Offer") and subject only to such arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements or legal or practical problems under the laws of, or the requirements of any recognised regulatory body in any territory. The power and authority conferred by this resolution shall be in substitution for all previous authorities.

Special Resolutions

• (2) THAT, (subject to resolution (1) being passed) in substitution for existing authorities, the Directors be and are hereby empowered in accordance with section 570(1) of the Act during the period commencing on the passing of this resolution and expiring on the first anniversary of this resolution (unless previously revoked, varied or extended by the Company in general meeting), to allot equity securities (as defined in Section 560 of the Act) for cash pursuant to the general authority conferred upon the Directors in resolution (1) above as if section 561 of the Act did not apply to any such allotment provided that this power shall expire on the first anniversary of the resolution but so that this authority shall allow the Company to make offers or agreements before the expiry and the Directors may allot equity securities in pursuance of such offers or agreements as if the powers conferred hereby had not so expired.
• (3) THAT, (subject to resolution (2) being passed), the draft regulations contained in the document marked "A" produced to the meeting, and for the purpose of identification signed by the chairman, be approved and adopted as the articles of association of the Company in substitution for and to the exclusion of the existing articles of association.

By order of the Board Stuart Brookes Secretary

Registered Office: Accurist House 44 Baker Street London W1U 7AL

Information regarding the General Meeting, including the information required by section 311A of the Act, is available from www.hargreaveaimvcts.co.uk.

7 December 2015

• 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), members must be registered in the register of members of the Company at 6:00 p.m. on 8 January 2016 (or, in the event of any adjournment, 6.00 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 his or her own choice of proxy (not the chairman) and give his or her instructions directly to them. Under section 319A of the CA 2006, the Company must answer any question a member asks relating to the business being dealt with at the General Meeting unless:
• answering the question would interfere unduly with the preparation for the General Meeting or involve the disclosure of confidential information;
• the answer has already been given on a website in the form of an answer to a question; or
• it is undesirable in the interests of the Company or the good order of the General Meeting that the question be answered.
• 1. A form of proxy is attached to this document. To be valid, a form of proxy and the power of attorney or other written authority, if any, under which it is signed or an office or notarially certified copy or a copy certified in accordance with the Powers of Attorney Act 1971 of such power and written authority, must be delivered to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA not less than 48 hours before the time appointed for holding the General Meeting or adjourned meeting at which the person named in the form of proxy proposes to vote. In the case of a poll taken more than 48 hours after it is demanded, the document(s) must be delivered as aforesaid not less than 24 hours before the time appointed for taking the poll, or where the poll is taken not more than 48 hours after it was demanded, the document(s) must be delivered at the meeting at which the demand is made. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the General Meeting to be held on 12 January 2016 and any adjournment(s) thereof by using the procedures described in the CREST Manual on the Euroclear website (www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA19) by 12.30 p.m. on 8 January 2016. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 1. As at 4 December 2015 (being the last business day prior to the publication of this notice), the Company's issued voting share capital was 47,979,484 Ordinary Shares, carrying one vote each. Therefore, the total voting rights in the Company as at 4 December 2015 was 47,979,484.
• 1. Any person to whom this notice is sent who is a person nominated under section 146 of the CA 2006 to enjoy information rights (a "Nominated Person") may, 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. The statement of the rights of members in relation to the appointment of proxies in paragraph 2 above does not apply to Nominated Persons. The rights described in this paragraph can only be exercised by members of the Company.
• 1. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
• 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. Except as provided above, members who have general queries about the General Meeting should call Equiniti Limited on 0371 384 2714 for UK based holders or for overseas callers on +44 121 415 7047 (no other methods of communication will be accepted). Lines open 8.30 a.m. to 5.30 p.m., Monday to Friday.
• 1. Members may not use any electronic address provided either in this notice of General Meeting, or any related documents (including the Chairman's letter and form of proxy), to communicate with the Company for any purposes other than those expressly stated.
• 1. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, the proxy will vote or abstain from voting at his or her discretion. The proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the General Meeting.
• 1. A copy of this Notice, and other information required by Section 311A of the Companies Act 2006, can be found on the Company's website www.hargreaveaimvcts.co.uk.

HARGREAVE HALE AIM VCT 2 PLC

NOTICE OF THE GENERAL MEETING

NOTICE IS HEREBY GIVEN that a General Meeting of Hargreave Hale AIM VCT 2 plc (the "Company") will be held at the offices of the Company, at Accurist House, 44 Baker Street, London, W1U 7AL at 12.45 p.m. on 12 January 2016 to consider and, if thought fit, pass the following resolutions which will be proposed as an ordinary resolution as to resolution (1) and as a special resolution as to resolutions (2) and (3):

Ordinary Resolutions

(1) THAT, in substitution for existing authorities, the Directors be and are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot shares in the capital of the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal value of £180,000 during the period commencing on the passing of this resolution and expiring on the first anniversary of this resolution, or the date of the closing of the Offers, whichever is the later (unless previously revoked, varied or extended by the Company in general meeting), but so that this authority shall allow the Company to make before the expiry of this authority offers or agreements which would or might require shares to be allotted after such expiry. Provided however that the power conferred by this resolution shall be limited to the allotment of equity securities in connection with the offers for subscription of up to £15,000,000 (including an over-allotment facility of £5,000,000) of ordinary shares of 1 pence each in the capital of the Company (the "Ordinary Shares") pursuant to a prospectus issued by the Company and Hargreave Hale AIM VCT 1 plc on the date of this Circular (the "Offers") and subject only to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements or legal or practical problems under the laws of, or the requirements of any recognised regulatory body in any territory. The power and authority conferred by this resolution shall be in substitution for all previous authorities.

Special Resolutions

• (2) THAT, (subject to resolution (1) being passed) in substitution for existing authorities, the Directors be and are hereby empowered in accordance with section 570(1) of the Act during the period commencing on the passing of this resolution and expiring on the first anniversary of this resolution, or the date of the closing of the Offers, whichever is the later (unless previously revoked, varied or extended by the Company in general meeting), to allot equity securities (as defined in Section 560 of the Act) for cash pursuant to the general authority conferred upon the Directors in resolution (1) above as if section 561 of the Act did not apply to any such allotment provided that this power shall expire on the first anniversary of the resolution but so that this authority shall allow the Company to make offers or agreements before the expiry and the Directors may allot equity securities in pursuance of such offers or agreements as if the powers conferred hereby had not so expired.
• (3) THAT, (subject to resolution (2) being passed), the draft regulations contained in the document marked "B" produced to the meeting, and for the purpose of identification signed by the chairman, be approved and adopted as the articles of association of the Company in substitution for and to the exclusion of the existing articles of association.

By order of the Board Stuart Brookes, Secretary

Registered Office: Accurist House 44 Baker Street London W1U 7AL

Information regarding the General Meeting, including the information required by section 311A of the Act, is available from www.hargreaveaimvcts.co.uk.

7 December 2015

• 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), members must be registered in the register of members of the Company at 6:00 p.m. on 8 January 2016 (or, in the event of any adjournment, 6:00 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 his or her own choice of proxy (not the chairman) and give his or her instructions directly to them. Under section 319A of the CA 2006, the Company must answer any question a member asks relating to the business being dealt with at the General Meeting unless:
• answering the question would interfere unduly with the preparation for the General Meeting or involve the disclosure of confidential information;
• the answer has already been given on a website in the form of an answer to a question; or
• it is undesirable in the interests of the Company or the good order of the General Meeting that the question be answered.
• 1. A form of proxy is attached to this document. To be valid, a form of proxy and the power of attorney or other written authority, if any, under which it is signed or an office or notarially certified copy or a copy certified in accordance with the Powers of Attorney Act 1971 of such power and written authority, must be delivered to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA not less than 48 hours before the time appointed for holding the General Meeting or adjourned meeting at which the person named in the form of proxy proposes to vote. In the case of a poll taken more than 48 hours after it is demanded, the document(s) must be delivered as aforesaid not less than 24 hours before the time appointed for taking the poll, or where the poll is taken not more than 48 hours after it was demanded, the document(s) must be delivered at the meeting at which the demand is made. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the General Meeting to be held on 12 January 2016 and any adjournment(s) thereof by using the procedures described in the CREST Manual on the Euroclear website (www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA19) by 12.45 p.m. on 8 January 2016. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 1. As at 4 December 2015 (being the last business day prior to the publication of this notice), the Company's issued voting share capital was 25,023,931, carrying one vote each. Therefore, the total voting rights in the Company as at 4 December 2015 was 25,023,931.
• 1. Any person to whom this notice is sent who is a person nominated under section 146 of the CA 2006 to enjoy information rights (a "Nominated Person") may, 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. The statement of the rights of members in relation to the appointment of proxies in paragraph 2 above does not apply to Nominated Persons. The rights described in this paragraph can only be exercised by members of the Company.
• 1. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
• 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. Except as provided above, members who have general queries about the General Meeting should call Equiniti Limited on 0371 384 2714 for UK based holders or for overseas callers on +44 121 415 7047 (no other methods of communication will be accepted). Lines open 8.30 a.m. to 5.30 p.m., Monday to Friday.
• 1. Members may not use any electronic address provided either in this notice of General Meeting, or any related documents (including the Chairman's letter and form of proxy), to communicate with the Company for any purposes other than those expressly stated.
• 1. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, the proxy will vote or abstain from voting at his or her discretion. The proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the General Meeting.
• 1. A copy of this Notice, and other information required by Section 311A of the Companies Act 2006, can be found on the Company's website www.hargreaveaimvcts.co.uk.

FORM OF PROXY

HARGREAVE HALE AIM VCT 1 PLC

For use at the GENERAL MEETING (Block capitals please)

I/We
of
being a shareholder(s) of the above-name Company, appoint the chairman of the meeting or

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

for the following number of ordinary shares:

to act as my/our proxy to vote for me/us and on my/our behalf in respect of my/our voting entitlement* at the General Meeting of the Company to be held at 12.30 p.m. on 12 January 2016 and at every adjournment thereof. Please indicate with an 'X' if this is one of multiple proxy Instructions being made. Please refer to Note 2.

Please indicate with an X in the space below how you wish your vote to be cast. If no indication is given your proxy will vote for or against the resolution or abstain from voting as he thinks fit. The proxy is directed to vote as follows:

Ordinary Business	For	Against	Withheld
Resolution 1: To authorise the directors to allot ordinary shares pursuant to Section 551 of
the Companies Act 2006
Special Business	For	Against	Withheld
Resolution 2: To authorise the Directors pursuant to Section 570 of the Companies Act
2006 to allot equity securities for cash without regard to pre-emption rights
Resolution 3: To adopt the new articles of association

The "Vote Withheld" option is to enable you to abstain on any of the specified resolutions. Please note that a Vote Withheld has no legal effect and will not be counted in the votes "For" and "Against" a resolution.

Signature..........................................................................................Dated........................................

• 1. If any other proxy is preferred, strike out the words "chairman of the meeting" and add the name of the proxy you wish to appoint and initial the alteration. 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. You 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, Equiniti. Please indicate in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. 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 of proxy and the power of attorney or other written authority, if any, under which it is signed or an office or notarially certified copy or a copy certified in accordance with the Powers of Attorney Act 1971 of such power and written authority, must be delivered to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the form of proxy proposes to vote. In the case of a poll taken more than 48 hours after it is demanded, the document(s) must be delivered as aforesaid not less than 24 hours before the time appointed for taking the poll, or where the poll is taken not more than 48 hours after it was demanded, the document(s) must be delivered at the meeting at which the demand is made.
• 1. CREST members who wish to appoint a proxy or proxies by using the CREST electronic appointment service may do so by using the procedures described in the CREST manual on the Euroclear website (www.euroclear.com). To be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must be transmitted so as to be received by our agent Equiniti, ID RA 19, no later than 12.30 p.m. on 8 January 2016. Please see the notes to the notice of meeting for further Information on proxy appointments through the CREST facility.
• 1. The completion of this form will not preclude you from attending the meeting and voting in person.
• 1. You may not use any electronic address provided in this form of proxy to communicate with the Company for any purpose other than those expressly stated.

FORM OF PROXY

HARGREAVE HALE AIM VCT 2 PLC

For use at the GENERAL MEETING (Block capitals please)

I/We
of

being a shareholder(s) of the above-name Company, appoint the chairman of the meeting or

for the following number of ordinary shares:

to act as my/our proxy to vote for me/us and on my/our behalf in respect of my/our voting entitlement* at the General Meeting of the Company to be held at 12.45 p.m. on 12 January 2016 and at every adjournment thereof. Please indicate with an 'X' if this is one of multiple proxy Instructions being made. Please refer to Note 2.

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

Please indicate with an X in the space below how you wish your vote to be cast. If no indication is given your proxy will vote for or against the resolution or abstain from voting as he thinks fit. The proxy is directed to vote as follows:

Ordinary Business	For	Against	Withheld
Resolution 1: To authorise the directors to allot ordinary shares pursuant to Section 551 of
the Companies Act 2006
Special Business	For	Against	Withheld
Resolution 2: To authorise the Directors pursuant to Section 570 of the Companies Act
2006 to allot equity securities for cash without regard to pre-emption rights
Resolution 3: To adopt the new articles of association

The "Vote Withheld" option is to enable you to abstain on any of the specified resolutions. Please note that a Vote Withheld has no legal effect and will not be counted in the votes "For" and "Against" a resolution.

Signature..........................................................................................Dated........................................

• 1. If any other proxy is preferred, strike out the words "chairman of the meeting" and add the name of the proxy you wish to appoint and initial the alteration. 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. You 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, Equiniti. Please indicate in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. 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 of proxy and the power of attorney or other written authority, if any, under which it is signed or an office or notarially certified copy or a copy certified in accordance with the Powers of Attorney Act 1971 of such power and written authority, must be delivered to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the form of proxy proposes to vote. In the case of a poll taken more than 48 hours after it is demanded, the document(s) must be delivered as aforesaid not less than 24 hours before the time appointed for taking the poll, or where the poll is taken not more than 48 hours after it was demanded, the document(s) must be delivered at the meeting at which the demand is made.
• 1. CREST members who wish to appoint a proxy or proxies by using the CREST electronic appointment service may do so by using the procedures described in the CREST manual on the Euroclear website (www.euroclear.com). To be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must be transmitted so as to be received by our agent Equiniti, ID RA 19, no later than 12.45 p.m. on 8 January 2016. Please see the notes to the notice of meeting for further Information on proxy appointments through the CREST facility.
• 1. The completion of this form will not preclude you from attending the meeting and voting in person.
• 1. You may not use any electronic address provided in this form of proxy to communicate with the Company for any purpose other than those expressly stated.