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INCOME & GROWTH VCT (THE) PLC

Pre-Annual General Meeting Information Sep 10, 2019

4800_rns_2019-09-10_36c8471e-1da7-4d45-bf43-d2886903f0f6.pdf

Pre-Annual General Meeting Information

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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 or other independent financial adviser authorised pursuant to the Financial Services and Markets Act 2000 if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are outside the United Kingdom.

If you have sold or otherwise transferred all of your shares in Mobeus Income & Growth VCT plc (MIG), Mobeus Income & Growth 2 VCT plc (MIG 2) and Mobeus Income & Growth 4 VCT plc (MIG 4) (each a Company and together the Companies), please send this document (but not any personalised forms of proxy), as soon as possible, to the purchaser or transferee or to the stockbroker, independent financial adviser or other person through whom the sale or transfer was effected for transmission to the purchaser or transferee.

MOBEUS MOBEUS MOBEUS
INCOME & GROWTH INCOME & GROWTH 2 INCOME & GROWTH 4
VCT PLC VCT PLC VCT PLC
(Registered in England and Wales with (Registered in England and Wales with (Registered in England and Wales with
registered number 05153931) registered number 03946235) registered number 03707697)

Notices of General Meetings and Authority to Issue Shares

Your attention is drawn to the letter from the chairmen of the Companies in Part I of this document which contains recommendations to vote in favour of the resolutions to be proposed at the general meetings (each a General Meeting and together the General Meetings) referred to below. The General Meetings will be held at the offices of Shakespeare Martineau LLP, 60 Gracechurch Street, London EC3V 0HR.

Notice of the General Meeting of Mobeus Income and Growth VCT plc to be held at 9.30 a.m. on 11 October 2019 (MIG General Meeting) is set out on pages 10 to 11 of this document.

Notice of the General Meeting of Mobeus Income and Growth 2 VCT plc to be held at 10.00 a.m. on 11 October 2019 (MIG 2 General Meeting) is set out on pages 12 to 13 of this document.

Notice of the General Meeting of Mobeus Income and Growth 4 VCT plc to be held at 10.30 a.m. on 11 October 2019 (MIG 4 General Meeting) is set out on pages 14 to 15 of this document.

Where a shareholder has elected to receive hard copies of Company documentation, personalised forms of proxy are enclosed with their copy of this document as follows; MIG: coloured yellow, MIG 2: coloured red and MIG 4: coloured purple. For the avoidance of doubt, shareholders will receive forms of proxy only for the Companies in which they hold shares. Proxy votes may also be cast on-line as detailed on page 6 of this document.

To be valid, forms of proxy should be returned so as to be received not less than 48 hours before the relevant General Meeting, either by post or by hand (during normal business hours only) to the relevant Company's registrar (in respect of MIG, to Computershare Investor Services PLC and, in respect of MIG 2 and MIG 4, to Link Asset Services). Reply paid envelopes addressed to Computershare Investor Services PLC and to Link Asset Services are enclosed. Please ensure the correct reply paid envelope is used for the relevant Company's registrar.

For information on the MIG General Meeting, or the completion and return of a form of proxy in respect thereof, please telephone Computershare Investor Services PLC on 0370 707 1155, or if calling from outside the UK on +44 370 707 1155. The Computershare helpline is open between 8:30 a.m. and 5:30 p.m., Monday to Friday excluding public holidays in England and Wales.

For information on the MIG 2 General Meeting and/or the MIG 4 General Meeting, or the completion and return of a form of proxy in respect thereof, please telephone Link Asset Services on 0371 664 0324, or if calling from outside the UK on +44 371 664 0324. Link Asset Services open between 9.00 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales.

Calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate. 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 for legal reasons Computershare Investor Services plc and Link Asset Services cannot give advice on the merits of the proposals or provide financial, legal, tax or investment advice.

CONTENTS

DEFINITIONS 3
PART I - LETTER FROM THE CHAIRMEN 4
PART II – EXPLANATION OF RESOLUTIONS TO BE PROPOSED 7
PART III – NOTICES OF THE GENERAL MEETINGS 9
MIG GENERAL MEETING 10
MIG 2 GENERAL MEETING 12
MIG 4 GENERAL MEETING 14
CORPORATE INFORMATION 16

DEFINITIONS

Boards the board of directors of MIG and/or MIG 2 and/or MIG 4, as the context
permits (and each a Board)
Companies Mobeus Income & Growth VCT plc and/or Mobeus Income & Growth
2 VCT plc and/or Mobeus Income & Growth 4 VCT plc, as the context
permits (and each a Company)
Directors the directors of MIG and/or MIG 2 and/or MIG 4, as the context permits
(and each a Director)
Forms of Proxy forms of proxy for use in connection with the General Meetings enclosed
with shareholders' copies of this document where they have elected to
receive hard copies of Company documentation
General Meetings the MIG General Meeting, MIG 2 General Meeting and MIG 4 General
Meeting (and each a General Meeting)
I&G The Income & Growth VCT plc
I&G Board the board of directors of I&G
MIG Mobeus Income & Growth VCT plc
MIG General Meeting the general meeting of MIG to be held at 9.30 a.m. on 11 October 2019
MIG Shares ordinary shares of 1p each in the capital of MIG
MIG 2 Mobeus Income & Growth 2 VCT plc
MIG 2 General Meeting the general meeting of MIG 2 to be held at 10.00 a.m. on 11 October 2019
MIG 2 Shares ordinary shares of 1p each in the capital of MIG 2
MIG 4 Mobeus Income & Growth 4 VCT plc
MIG 4 General Meeting the general meeting of MIG 4 to be held at 10.30 a.m. on 11 October 2019
MIG 4 Shares ordinary shares of 1p each in the capital of MIG 4
Mobeus Mobeus Equity Partners LLP, the investment adviser, administrator and
promoter to the Companies, which is authorised and regulated by the
FCA
Offers the offers for subscription to be launched by the Companies and I&G (and
each an Offer)

PART I - LETTER FROM THE CHAIRMEN

MOBEUS MOBEUS MOBEUS
INCOME & GROWTH INCOME & GROWTH 2 INCOME & GROWTH 4
VCT PLC VCT PLC VCT PLC
(Registered in England and Wales with (Registered in England and Wales with (Registered in England and Wales with
registered number 05153931) registered number 03946235) registered number 03707697)

MIG 30 Haymarket

Clive Boothman (Chairman) London Bridget Guérin SW1Y 4EX Catherine Wall

MIG 2

Ian Blackburn (Chairman) Sally Duckworth Adam Kingdon

MIG 4

Christopher Moore (Chairman) Graham Paterson Helen Sinclair

10 September 2019

Dear Shareholder

Notice of General Meeting and Authority to Issue Shares

Introduction

The Boards and the I&G Board announced on 29 July 2019 their intention to raise further funds through offers for subscription. It is anticipated that the Offers will be launched in October 2019 with the full details of the Offers contained in a prospectus issued by the Companies and I&G.

The maximum amount each Board and the I&G Board will be seeking to raise is set out below:

MIG MIG 2 MIG 4 I&G
Offer size £10 million (with £15 million (with £8 million (with £5 million (with
an over-allotment an over-allotment an over-allotment an over-allotment
facility of £5 million) facility of £5 million) facility of £5 million) facility of £5 million)

The new funds are being raised by each Company to:

  • ensure that it will have adequate levels of liquidity to take advantage of new investment opportunities and fund further expansion of its investment portfolio;
  • seek the delivery of attractive shareholder returns, including the payment of dividends, over the medium term; and
  • seek to buy back its own shares from those shareholders who may wish to sell their shares.

The form of the Offers will be similar to previous years; investors will have the choice of applying to invest equally in all of the Companies and I&G or differing amounts in one or more of the Companies and I&G.

The price at which the new shares in each Company and in I&G will be made available will be linked to the most recently published net asset value at the time of allotment plus the associated costs directly or indirectly incurred by the investor. As a result, the Offer by each Company is not expected to have

Directors: Registered Office:

any material dilutive effect on its shareholders. The shares will be issued in certificated form, but can be subsequently transferred into CREST.

The Companies currently have insufficient authority from their shareholders to allot shares (with pre-emption rights disapplied) for the purposes of the Offers. Pre-emption rights are rights of first refusal given to existing shareholders when a company proposes to issue new shares. Each Company is, therefore, seeking additional separate share allotment authorities from its shareholders for its Offer at its relevant General Meeting, such authorities being required under the Companies Act 2006 and the relevant Company's articles of association.

For the avoidance of doubt, we understand that I&G already has sufficient authority from its shareholders to allot shares (with pre-emption rights disapplied) for the purposes of its Offer and, therefore, does not require further authority at a separate general meeting.

General Meetings

Notices convening the General Meetings to be held on 11 October 2019 at the offices of Shakespeare Martineau LLP, 60 Gracechurch Street, London EC3V 0HR can be found on pages 10 to 15 of this document as follows:

  • Notice of the MIG General Meeting to be held at 9.30 a.m. can be found on pages 10 to 11.
  • Notice of the MIG 2 General Meeting to be held at 10.00 a.m. can be found on pages 12 to 13.
  • Notice of the MIG 4 General Meeting to be held at 10.30 a.m. can be found on pages 14 to 15.

At each General Meeting, a resolution will be proposed seeking authority from the relevant Company's shareholders to issue (with pre-emption rights disapplied) shares in that Company. Further explanation of these resolutions can be found in Part II of this document.

Action to be Taken

Shareholders who have elected to receive hard copies of Company documentation will find enclosed with this document personalised Forms of Proxy for use at the General Meetings as follows:

  • Form of Proxy for the MIG General Meeting (coloured yellow).
  • Form of Proxy for the MIG 2 General Meeting (coloured red).
  • Form of Proxy for the MIG 4 General Meeting (coloured purple).

For the avoidance of doubt, shareholders will receive Forms of Proxy only for the Companies in which they hold shares. If shareholders have multiple accounts and/or have made different elections as to how to receive Company documentation across the Companies, they may receive multiple postings and notifications.

Whether or not shareholders of a Company intend to attend the relevant Company's General Meeting, they are requested to complete and return the relevant Form of Proxy for that Company's General Meeting. Completion and return of a Form of Proxy will not prevent a shareholder from attending and voting in person at the relevant General Meeting, should they wish to do so.

Forms of Proxy for a General Meeting should be returned so as to be received not less than 48 hours before the relevant General Meeting, either by post or by hand (during normal business hours only) to the relevant Company's registrar as follows:

  • in respect of MIG, to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY; and
  • in respect of MIG 2 and MIG 4, to Link Asset Services, PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF.

Reply paid envelopes addressed to Computershare Investor Services PLC and to Link Asset Services are enclosed for returning Forms of Proxy. Please ensure the correct reply paid envelope is used for the relevant Company's registrar.

Proxy votes may also be submitted electronically, to be received no later than 48 hours before the relevant General Meeting, as follows:

  • In respect of MIG: through Computershare's Investor Centre at www.investorcentre. co.uk/eproxy (shareholders will be asked to provide the Control Number, their individual Shareholder Reference Number (SRN) and PIN, details of which are contained on the Form of Proxy, the share certificate or available from Computershare Investor Services PLC).
  • In respect of MIG 2 and MIG 4: using the Link Shareholder Portal at www.signalshares.com (shareholders, if not already registered for the share portal, will be asked to enter their investor code before being able to lodge a vote, which can be found on the share certificate or available from Link Asset Services).

Recommendation

The MIG Board considers that the resolution to be proposed at the MIG General Meeting is in the best interests of MIG and its shareholders as a whole. Accordingly, the MIG Board recommends that MIG shareholders vote in favour of the resolution to be proposed at the MIG General Meeting, as they intend to do in respect of their own beneficial shareholdings totalling 340,042 MIG Shares (representing 0.32% of the issued share capital of MIG as at 9 September 2019, this being the latest practicable date prior to publication of this document).

The MIG 2 Board considers that the resolution to be proposed at the MIG 2 General Meeting is in the best interests of MIG 2 and its Shareholders as a whole. Accordingly, the MIG 2 Board recommends that MIG 2 Shareholders vote in favour of the resolution to be proposed at the MIG 2 General Meeting, as they intend to do in respect of their own beneficial shareholdings totalling 54,172 MIG 2 Shares (representing 0.11% of the issued share capital of MIG 2 as at 9 September 2019, this being the latest practicable date prior to publication of this document).

The MIG 4 Board considers that the resolution to be proposed at the MIG 4 General Meeting is in the best interests of MIG 4 and its Shareholders as a whole. Accordingly, the MIG 4 Board recommends that MIG 4 Shareholders vote in favour of the resolution to be proposed at the MIG 4 General Meeting, as they intend to do in respect of their own beneficial shareholdings totalling 67,391 MIG 4 Shares (representing 0.10% of the issued share capital of MIG 4 as at 9 September 2019, this being the latest practicable date prior to publication of this document).

Yours faithfully

Chairman of MIG Chairman of MIG 2 Chairman of MIG 4

Clive Boothman Ian Blackburn Christopher Moore

PART II - EXPLANATIONS OF THE RESOLUTIONS TO BE PROPOSED AT THE GENERAL MEETINGS

An explanation of the resolution to be proposed at each of the General Meetings is set out below. The full terms of the proposed resolutions are contained in the notices of the General Meetings set out on pages 10 to 15 of this document. Each resolution will require 75% of those voting at the relevant General Meeting to approve the resolution.

MIG General Meeting

Resolution - Authority to Allot Shares and the Disapplication of Pre-emption Rights

The resolution to be proposed at the MIG General Meeting is a composite resolution to seek authority to allot (with pre-emption rights disapplied) shares in MIG.

Paragraph (i) of the resolution will authorise the MIG Board pursuant to section 551 of the Companies Act 2006 to generally allot shares in the capital of MIG for subscription up to a nominal value of £280,000 (representing 26.50% of the existing issued share capital of MIG as at 9 September 2019, this being the last practicable date prior to publication of this document).

Paragraph (ii) of the resolution will dis-apply pre-emption rights in respect of the allotment of shares in the capital of MIG with an aggregate nominal amount of up to £280,000 (representing 26.50% of the existing issued share capital of MIG as at 9 September 2019, this being the last practicable date prior to publication of this document) in connection with offer(s) for subscription, where the proceeds may, in whole or in part, be used to purchase MIG Shares.

The authorities conferred by the resolution will be in addition to existing authorities and will, unless previously renewed or revoked, expire on the date falling fifteen months after the passing of the resolution. The authorities granted are intended to be used for the purposes of the MIG Offer.

MIG 2 General Meeting

Resolution - Authority to Allot Shares and the Disapplication of Pre-emption Rights

The resolution to be proposed at the MIG 2 General Meeting is a composite resolution to seek authority to allot (with pre-emption rights disapplied) shares in MIG 2.

Paragraph (i) of the resolution will authorise the MIG 2 Board pursuant to section 551 of the Companies Act 2006 to generally allot shares in the capital of MIG 2 for subscription up to a nominal value of £300,000 (representing 61.86% of the existing issued share capital of MIG 2 as at 9 September 2019, this being the last practicable date prior to publication of this document).

Paragraph (ii) of the resolution will dis-apply pre-emption rights in respect of the allotment of shares in the capital of MIG 2 with an aggregate nominal amount of up to £300,000 (representing 61.86% of the existing issued share capital of MIG 2 as at 9 September 2019, this being the last practicable date prior to publication of this document) in connection with offer(s) for subscription, where the proceeds may, in whole or in part, be used to purchase MIG 2 Shares.

The authorities conferred by the resolution will be in addition to existing authorities and will, unless previously renewed or revoked, expire on the date falling fifteen months after the passing of the resolution. The authorities granted are intended to be used for the purposes of the MIG 2 Offer.

MIG 4 General Meeting

Resolution - Authority to Allot Shares and the Disapplication of Pre-emption Rights

The resolution to be proposed at the MIG 4 General Meeting is a composite resolution to seek authority to allot (with pre-emption rights disapplied) shares in MIG 4.

Paragraph (i) of the resolution will authorise the MIG 4 Board pursuant to section 551 of the Companies Act 2006 to generally allot shares in the capital of MIG 4 for subscription up to a nominal value of £220,000 (representing 32.54% of the existing issued share capital of MIG 4 as at 9 September 2019, this being the last practicable date prior to publication of this document).

Paragraph (ii) of the resolution will dis-apply pre-emption rights in respect of the allotment of shares in the capital of MIG 4 with an aggregate nominal amount of up to £220,000 (representing 32.54% of the existing issued share capital of MIG 4 as at 9 September 2019, this being the last practicable date prior to publication of this document) in connection with offer(s) for subscription, where the proceeds may, in whole or in part, be used to purchase MIG 4 Shares.

The authorities conferred by the resolution will be in addition to existing authorities and will, unless previously renewed or revoked, expire on the conclusion of the date falling fifteen months after the passing of the resolution. The authorities granted are intended to be used for the purposes of the MIG 4 Offer.

NOTICES OF GENERAL MEETING

MIG GENERAL MEETING 10
MIG 2 GENERAL MEETING 12
MIG 4 GENERAL MEETING 14

MOBEUS INCOME & GROWTH VCT PLC

(Registered in England and Wales with registered number 05153931)

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of Mobeus Income & Growth VCT plc (Company) will be held at 9.30 a.m. on 11 October 2019 at the offices of Shakespeare Martineau LLP, 60 Gracechurch Street, London EC3V 0HR for the purposes of considering and, if thought fit, passing the following resolution, which will be proposed as a special resolution:

Special Resolution

That, in addition to existing authorities:

(a) Authority to allot shares

the directors of the Company be and hereby are generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (Act), to exercise all the powers of the Company to allot ordinary shares of 1 penny each in the capital of the Company (Shares) and to grant rights to subscribe for, or to convert any security into, Shares (Rights) up to an aggregate nominal value of £280,000, provided that this authority shall (unless renewed, revoked or varied by the Company in general meeting) expire on the date falling fifteen months after the passing of this resolution, 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 or Rights to be granted after such expiry and the directors of the Company shall be entitled to allot Shares or grant Rights pursuant to any such offers or agreements as if this authority had not expired); and

(b) Disapplication of pre-emption rights

the directors of the Company be and hereby are empowered pursuant to sections 570 and 573 of the Act to allot or make offers or agreement to allot equity securities (as defined in section 560(1) of the Act) for cash, pursuant to the authority conferred by paragraph (i) of this resolution as if section 561(1) of the Act did not apply to any such allotment, provided that the power conferred by this authority shall be limited to the allotment of equity securities with an aggregate nominal value of up to but not exceeding £280,000 in connection with offer(s) for subscription (where the proceeds may be used, in whole or in part, to purchase Shares in the capital of the Company), such authority to (unless renewed, revoked or varied by the Company in general meeting) expire on the date falling fifteen months after the passing of this resolution, but so that this authority shall allow the Company to make before the expiry of such authority offers or agreements which would or might require equity securities to be allotted after such expiry and the directors of the Company shall be entitled to allot equity securities in pursuance of such offers or agreements as if the authority conferred hereunder had not expired).

Dated 10 September 2019

By order of the Board Registered Office:

Mobeus Equity Partners LLP 30 Haymarket Secretary London

SW1Y 4EX

NOTES:

    1. To be entitled to attend and vote at the meeting (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the register of members of the Company at close of business on 9 October 2019 (or, in the event of any adjournment, no later than 48 hours before the time of the adjourned meeting). Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
    1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A shareholder may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company. A form of proxy which should be used to make such appointment(s) and give proxy instructions accompanies this notice where a shareholder has elected to receive hard copies of Company documentation. To appoint more than one proxy (an) additional form(s) of proxy may be obtained by photocopying the form of proxy. Multiple proxy appointments should be returned to the Company's registrars in a single envelope.
    1. Shareholders may appoint a proxy either by (a) completing a hard copy of the form of proxy or other instrument appointing a proxy and sending it to be received by post (a reply paid envelope is included with shareholders' copies of this document) or (during normal business hours only) delivering it by hand at the Company's registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY or (b) submitting their votes electronically through Computershare's Investor Centre at www.investorcentre.co.uk/eproxy. In each case, the proxy votes submitted must be received not later than 9.30 a.m. on 9 October 2019 or 48 hours before the time appointed for any adjourned meeting (ignoring any part of a day that is not a working day, before the time fixed for the 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.

To vote electronically, shareholders will be asked to provide the Control Number, their individual Shareholder Reference Number (SRN) and PIN, details of which are contained on the form of proxy, a member's share certificate or available from Computershare Investor Services PLC. Computershare's Investor Centre is the only acceptable means by which proxy instructions may be submitted electronically other than CREST holders who should refer to note 4.

  1. 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 instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is 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 3RA50) by 9.30 a.m. on 9 October 2019.

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 Application 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.

    1. The return of a completed form of proxy, other such instrument or any electronic proxy instruction will not prevent a shareholder attending the meeting and voting in person if he/she wishes to do so.
    1. If a member appoints a proxy or proxies and then decides to attend the meeting in person and vote using his/her poll card, then the vote in person will override the proxy vote(s). If the vote in person is in respect of the member's entire holding, then all proxy votes will be disregarded. If, however, the member votes at the meeting in respect of less than the member's entire holding, then if the member indicates on his/her polling card that all proxies are to be disregarded, that shall be the case; but if the member does not specifically revoke the proxies, then the vote in person will be treated in the same way as if it were the last received proxy and earlier proxies will only be disregarded to the extent that to count them would result in the number of votes being cast exceeding the member's entire holding.
    1. A member may change his/her proxy instructions by simply submitting a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see note 3 above) also applies in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded. If a member submits more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
    1. In order to revoke a proxy instruction a member must inform the Company by sending a signed hard copy notice clearly stating his/her intention to revoke his/her proxy appointment to by Computershare Investor Services PLC. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power of authority) must be included with the revocation notice.

The revocation notice must be received by Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY no later than 9.30 a.m. on 9 October 2019. If a member attempts to revoke his/her proxy appointment but the revocation is received after the time specified then, subject to paragraph 6 above, the member's appointment will remain valid.

  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 (Nominated Person) may, under an agreement between him/her and the shareholder 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.

The statement of the rights of shareholders in relation to the appointment of a proxy or proxies in these notes does not apply to Nominated Persons. Such rights can only be exercised by shareholders of the Company.

    1. As at 9 September 2019 (being the last business day prior to the publication of this notice) the Company's issued share capital consists of 105,656,926 shares, carrying one vote each. Therefore, the total voting rights in the Company as at 9 September 2019 are 105,656,926. No shares are held by the Company in treasury.
    1. If a corporation is a member of the Company, it may by resolution of its directors or other governing body authorise one or more persons to act as its representative or representatives at the meeting and any such representative or representatives shall be entitled to exercise on behalf of the corporation all the powers that the corporation could exercise if it were an individual member of the Company, provided that they do not do so in relation to the same shares. Corporate representatives should bring with them either an original or certified copy of the appropriate board resolution or an original letter confirming the appointment, provided it is on the corporation's letterhead and is signed by an authorised signatory and accompanied by evidence of the signatory's authority.
    1. Under section 319A of the Companies Act 2006, members are entitled to ask any questions relating to the business being dealt with at the meeting. The Company will cause to answer any question unless (i) to do so would interfere unduly with the preparation for the meeting; (ii) to do so would involve the disclosure of confidential information; (iii) the answer has already been provided on a website in the form of an answer to a question; or (iv) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
    1. Further information regarding the meeting, which is required by section 311A of the Companies Act 2006 to be published by the Company on a website in advance of the meeting, can be accessed at www.migvct.co.uk.
    1. Members may not use any electronic address provided either in this notice of meeting, or any related documents to communicate with the Company for any purposes other than those expressly stated.

MOBEUS INCOME & GROWTH 2 VCT PLC

(Registered in England and Wales with registered number 03946235)

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of Mobeus Income & Growth 2 VCT plc (Company) will be held at 10.00 a.m. (or as soon thereafter following the conclusion of the general meeting of Mobeus Income & Growth VCT plc convened for 9.30 a.m.) on 11 October 2019 at the offices of Shakespeare Martineau LLP, 60 Gracechurch Street, London EC3V 0HR for the purposes of considering and, if thought fit, passing the following resolution, which will be proposed as a special resolution:

Special Resolution

That, in addition to existing authorities:

(a) Authority to allot shares

the directors of the Company be and hereby are generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (Act), to exercise all the powers of the Company to allot ordinary shares of 1 penny each in the capital of the Company (Shares) and to grant rights to subscribe for, or to convert any security into, Shares (Rights) up to an aggregate nominal value of £300,000, provided that this authority shall (unless renewed, revoked or varied by the Company in general meeting) expire on the date falling fifteen months after the passing of this resolution, 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 or Rights to be granted after such expiry and the directors of the Company shall be entitled to allot Shares or grant Rights pursuant to any such offers or agreements as if this authority had not expired); and

(b) Disapplication of pre-emption rights

the directors of the Company be and hereby are empowered pursuant to sections 570 and 573 of the Act to allot or make offers or agreement to allot equity securities (as defined in section 560(1) of the Act) for cash, pursuant to the authority conferred by paragraph (i) of this resolution as if section 561(1) of the Act did not apply to any such allotment, provided that the power conferred by this authority shall be limited to the allotment of equity securities with an aggregate nominal value of up to but not exceeding £300,000 in connection with offer(s) for subscription (where the proceeds may be used, in whole or in part, to purchase Shares in the capital of the Company), such authority to (unless renewed, revoked or varied by the Company in general meeting) expire on the date falling fifteen months after the passing of this resolution, but so that this authority shall allow the Company to make before the expiry of such authority offers or agreements which would or might require equity securities to be allotted after such expiry and the directors of the Company shall be entitled to allot equity securities in pursuance of such offers or agreements as if the authority conferred hereunder had not expired).

Dated 10 September 2019

By order of the Board Registered Office:

Mobeus Equity Partners LLP 30 Haymarket Secretary London

SW1Y 4EX

NOTES:

    1. To be entitled to attend and vote at the meeting (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the register of members of the Company at close of business on 9 October 2019 (or, in the event of any adjournment, no later than 48 hours before the time of the adjourned meeting). Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
    1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A shareholder may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company. A form of proxy which should be used to make such appointment(s) and give proxy instructions accompanies this notice where a shareholder has elected to receive hard copies of Company documentation. To appoint more than one proxy (an) additional form(s) of proxy may be obtained by photocopying the form of proxy. Multiple proxy appointments should be returned to the Company's registrars in a single envelope.
    1. Shareholders may appoint a proxy either by (a) completing a hard copy of the form of proxy or other instrument appointing a proxy and sending it to be received by post (a reply paid envelope is included with shareholders' copies of this document) or (during normal business hours only) delivering it by hand at the Company's registrars, Link Asset Services at PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF or (b) submitting their votes electronically through the share portal service at www.signalshares.com. In each case, the proxy votes submitted must be received not later than 10.00 a.m. on 9 October 2019 or 48 hours before the time appointed for any adjourned meeting (ignoring any part of a day that is not a working day, before the time fixed for the 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. To vote electronically, you will be asked to enter your investor code before you can lodge a vote. If not already registered for the share portal, you will need your investor code which can be found on your share certificate or available from Link Asset Services. If you prefer, you may return the form of proxy to the registrars in an envelope addressed to FREEPOST PXS, 34 Beckenham Road, BR3 9ZA (this is all you need to write on the envelope, no other address details are required).
    1. 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 instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is 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 RA10) by 10.00 a.m. on 9 October 2019.

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 Application 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.

    1. The return of a completed form of proxy, other such instrument or any electronic proxy instruction will not prevent a shareholder attending the meeting and voting in person if he/she wishes to do so.
    1. If a member appoints a proxy or proxies and then decides to attend the meeting in person and vote using his/her poll card, then the vote in person will override the proxy vote(s). If the vote in person is in respect of the member's entire holding, then all proxy votes will be disregarded. If, however, the member votes at the meeting in respect of less than the member's entire holding, then if the member indicates on his/her polling card that all proxies are to be disregarded, that shall be the case; but if the member does not specifically revoke the proxies, then the vote in person will be treated in the same way as if it were the last received proxy and earlier proxies will only be disregarded to the extent that to count them would result in the number of votes being cast exceeding the member's entire holding.
    1. A member may change his/her proxy instructions by simply submitting a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see note 3 above) also applies in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded. If a member submits more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
    1. In order to revoke a proxy instruction a member must inform the Company by sending a signed hard copy notice clearly stating his/her intention to revoke his/her proxy appointment to Link Asset Services. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power of authority) must be included with the revocation notice.

The revocation notice must be received by Link Asset Services at 34 Beckenham Road, Beckenham, Kent BR3 4TU no later than 10.00 a.m. on 9 October 2019. If a member attempts to revoke his/her proxy appointment but the revocation is received after the time specified then, subject to paragraph 6 above, the member's appointment will remain valid.

  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 (Nominated Person) may, under an agreement between him/her and the shareholder 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.

The statement of the rights of shareholders in relation to the appointment of a proxy or proxies in these notes does not apply to Nominated Persons. Such rights can only be exercised by shareholders of the Company.

    1. As at 9 September 2019 (being the last business day prior to the publication of this notice) the Company's issued share capital consists of 48,493,925 shares, carrying one vote each. Therefore, the total voting rights in the Company as at 9 September 2019 are 48,493,925. No shares are held by the Company in treasury.
    1. If a corporation is a member of the Company, it may by resolution of its directors or other governing body authorise one or more persons to act as its representative or representatives at the meeting and any such representative or representatives shall be entitled to exercise on behalf of the corporation all the powers that the corporation could exercise if it were an individual member of the Company, provided that they do not do so in relation to the same shares. Corporate representatives should bring with them either an original or certified copy of the appropriate board resolution or an original letter confirming the appointment, provided it is on the corporation's letterhead and is signed by an authorised signatory and accompanied by evidence of the signatory's authority.
    1. Under section 319A of the Companies Act 2006, members are entitled to ask any questions relating to the business being dealt with at the meeting. The Company will cause to answer any question unless (i) to do so would interfere unduly with the preparation for the meeting; (ii) to do so would involve the disclosure of confidential information; (iii) the answer has already been provided on a website in the form of an answer to a question; or (iv) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
    1. Further information regarding the meeting, which is required by section 311A of the Companies Act 2006 to be published by the Company on a website in advance of the meeting, can be accessed at www.mig2vct.co.uk.
    1. Members may not use any electronic address provided either in this notice of meeting, or any related documents to communicate with the Company for any purposes other than those expressly stated.

MOBEUS INCOME & GROWTH 4 VCT PLC

(Registered in England and Wales with registered number 03707697)

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of Mobeus Income & Growth 4 VCT plc (Company) will be held at 10.30 a.m. (or as soon thereafter following the conclusion of the general meeting of Mobeus Income & Growth 2 VCT plc convened for 10.00 a.m.) on 11 October 2019 at the offices of Shakespeare Martineau LLP, 60 Gracechurch Street, London EC3V 0HR for the purposes of considering and, if thought fit, passing the following resolution, which will be proposed as a special resolution:

Special Resolution

That, in addition to existing authorities:

(a) Authority to allot shares

the directors of the Company be and hereby are generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (Act), to exercise all the powers of the Company to allot ordinary shares of 1 penny each in the capital of the Company (Shares) and to grant rights to subscribe for, or to convert any security into, Shares (Rights) up to an aggregate nominal value of £220,000, provided that this authority shall (unless renewed, revoked or varied by the Company in general meeting) expire on the date falling fifteen months after the passing of this resolution, 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 or Rights to be granted after such expiry and the directors of the Company shall be entitled to allot Shares or grant Rights pursuant to any such offers or agreements as if this authority had not expired); and

(b) Disapplication of pre-emption rights

the directors of the Company be and hereby are empowered pursuant to sections 570 and 573 of the Act to allot or make offers or agreement to allot equity securities (as defined in section 560(1) of the Act) for cash, pursuant to the authority conferred by paragraph (i) of this resolution as if section 561(1) of the Act did not apply to any such allotment, provided that the power conferred by this authority shall be limited to the allotment of equity securities with an aggregate nominal value of up to but not exceeding £220,000 in connection with offer(s) for subscription (where the proceeds may be used, in whole or in part, to purchase Shares in the capital of the Company), such authority to (unless renewed, revoked or varied by the Company in general meeting) expire on the date falling fifteen months after the passing of this resolution, but so that this authority shall allow the Company to make before the expiry of such authority offers or agreements which would or might require equity securities to be allotted after such expiry and the directors of the Company shall be entitled to allot equity securities in pursuance of such offers or agreements as if the authority conferred hereunder had not expired).

Dated 10 September 2019

By order of the Board Registered Office:

Mobeus Equity Partners LLP 30 Haymarket Secretary London

SW1Y 4EX

NOTES:

    1. To be entitled to attend and vote at the meeting (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the register of members of the Company at close of business on 9 October 2019 (or, in the event of any adjournment, no later than 48 hours before the time of the adjourned meeting). Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
    1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A shareholder may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company. A form of proxy which should be used to make such appointment(s) and give proxy instructions accompanies this notice where a shareholder has elected to receive hard copies of Company documentation. To appoint more than one proxy (an) additional form(s) of proxy may be obtained by photocopying the form of proxy. Multiple proxy appointments should be returned to the Company's registrars in a single envelope.
    1. Shareholders may appoint a proxy either by (a) completing a hard copy of the form of proxy or other instrument appointing a proxy and sending it to be received by post (a reply paid envelope is included with shareholders' copies of this document) or (during normal business hours only) delivering it by hand at the Company's registrars, Link Asset Services at PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF or (b) submitting their votes electronically through the share portal service at www.signalshares.com. In each case, the proxy votes submitted must be received not later than 10.30 a.m. on 9 October 2019 or 48 hours before the time appointed for any adjourned meeting (ignoring any part of a day that is not a working day, before the time fixed for the 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. To vote electronically, you will be asked to enter your investor code before you can lodge a vote. If not already registered for the share portal, you will need your investor code which can be found on your share certificate or available from Link Asset Services. If you prefer, you may return the form of proxy to the registrars in an envelope addressed to FREEPOST PXS, 34 Beckenham Road, BR3 9ZA (this is all you need to write on the envelope, no other address details are required).
    1. 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 instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is 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 RA10) by 10.30 a.m. on 9 October 2019.

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 Application 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.

    1. The return of a completed form of proxy, other such instrument or any electronic proxy instruction will not prevent a shareholder attending the meeting and voting in person if he/she wishes to do so.
    1. If a member appoints a proxy or proxies and then decides to attend the meeting in person and vote using his/her poll card, then the vote in person will override the proxy vote(s). If the vote in person is in respect of the member's entire holding, then all proxy votes will be disregarded. If, however, the member votes at the meeting in respect of less than the member's entire holding, then if the member indicates on his/her polling card that all proxies are to be disregarded, that shall be the case; but if the member does not specifically revoke the proxies, then the vote in person will be treated in the same way as if it were the last received proxy and earlier proxies will only be disregarded to the extent that to count them would result in the number of votes being cast exceeding the member's entire holding.
    1. A member may change his/her proxy instructions by simply submitting a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see note 3 above) also applies in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded. If a member submits more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
    1. In order to revoke a proxy instruction a member must inform the Company by sending a signed hard copy notice clearly stating his/her intention to revoke his/her proxy appointment to Link Asset Services. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power of authority) must be included with the revocation notice.

The revocation notice must be received by Link Asset Services at 34 Beckenham Road, Beckenham, Kent BR3 4ZF no later than 10.30 a.m. on 9 October 2019. If a member attempts to revoke his/her proxy appointment but the revocation is received after the time specified then, subject to paragraph 6 above, the member's appointment will remain valid.

  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 (Nominated Person) may, under an agreement between him/her and the shareholder 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.

The statement of the rights of shareholders in relation to the appointment of a proxy or proxies in these notes does not apply to Nominated Persons. Such rights can only be exercised by shareholders of the Company.

    1. As at 9 September 2019 (being the last business day prior to the publication of this notice) the Company's issued share capital consists of 67,604,732 shares, carrying one vote each. Therefore, the total voting rights in the Company as at 9 September 2019 are 67,604,732. No shares are held by the Company in treasury.
    1. If a corporation is a member of the Company, it may by resolution of its directors or other governing body authorise one or more persons to act as its representative or representatives at the meeting and any such representative or representatives shall be entitled to exercise on behalf of the corporation all the powers that the corporation could exercise if it were an individual member of the Company, provided that they do not do so in relation to the same shares. Corporate representatives should bring with them either an original or certified copy of the appropriate board resolution or an original letter confirming the appointment, provided it is on the corporation's letterhead and is signed by an authorised signatory and accompanied by evidence of the signatory's authority.
    1. Under section 319A of the Companies Act 2006, members are entitled to ask any questions relating to the business being dealt with at the meeting. The Company will cause to answer any question unless (i) to do so would interfere unduly with the preparation for the meeting; (ii) to do so would involve the disclosure of confidential information; (iii) the answer has already been provided on a website in the form of an answer to a question; or (iv) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
    1. Further information regarding the meeting, which is required by section 311A of the Companies Act 2006 to be published by the Company on a website in advance of the meeting, can be accessed at www.mig4vct.co.uk.
    1. Members may not use any electronic address provided either in this notice of meeting, or any related documents to communicate with the Company for any purposes other than those expressly stated.

CORPORATE INFORMATION

Directors (Non-executive)

MIG

Clive Nicholas Boothman (Chairman) Bridget Elisabeth Guérin Catherine Alison Wall

MIG 2

Ian Marcel Blackburn (Chairman) Sally Louise Duckworth Adam Fletcher Downs Kingdon

MIG 4

Christopher Mark Moore (Chairman) Graham Douglas Paterson Helen Rachelle Sinclair

Investment Adviser, Promoter, Administrator and Company Secretary

Mobeus Equity Partners LLP 30 Haymarket London SW1Y 4EX

Solicitors

Shakespeare Martineau LLP 60 Gracechurch Street London EC3V 0HR

Independent Auditors

BDO LLP 55 Baker Street London W1U 7EU

Registrars for MIG

Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6ZZ Telephone Number: 0370 707 1155*

Registered Office

30 Haymarket London SW1Y 4EX

Company Registration Numbers

MIG 05153931 MIG 2 03946235 MIG 4 03707697

Website

www.migvct.co.uk www.mig2vct.co.uk www.mig4vct.co.uk

Telephone Number

020 7024 7600

Corporate Broker

Panmure Gordon (UK) Limited One New Change London EC4M 9AF

Sponsors

Howard Kennedy Corporate Services LLP 1 London Bridge London W1A 2AW

VCT Status Adviser

Philip Hare & Associates LLP Hamilton House 1 Temple Avenue London EC4Y 0HA

Registrars for MIG 2 and MIG 4

Link Asset Services 34 Beckenham Road Beckenham Kent BR3 4TU Telephone Number: 0371 664 0324**

Further details on the costs of calls, opening hours and how to contact the Companies' registrars from abroad are detailed on their websites www.linkassetservices.com/shareholders-and-investors and www.investorcentre.co.uk

*Computershare's telephone number is open between 8.30 a.m. and 5.30 p.m. (GMT) Monday to Friday (except UK public holidays). Calls to Computershare 0370 number are often free if included in your plan, if not included, calls will be charged at no more than dialling a STD code (about 2p per minute usually depending on your supplier). Calls to the helpline from outside of the UK will be charged at applicable international rates.

**Link Asset Services' telephone number is open between 9.00 a.m. and 5.30 p.m. (GMT) Monday to Friday (except UK public holidays). If telephoning from outside of the UK dial +44 371 664 0324. Calls to Link Asset Services' helpline are charged at the standard geographic rate and will vary by provider. Calls from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones.

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