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MOBEUS INCOME & GROWTH 4 VCT PLC

Pre-Annual General Meeting Information Jan 20, 2022

4782_rns_2022-01-20_6fb82055-d13b-40c6-872f-cd3917855c6f.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. Please contact the relevant Company's registrar if you have acquired shares in a Company since the publication of this document.

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 chairs 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 Gresham House Asset Management Limited, 80 Cheapside, London EC2V 6EE.

Notice of the General Meeting of Mobeus Income and Growth VCT plc to be held at 11.30 a.m. on 23 February 2022 (MIG General Meeting) is set out on pages 8 and 9 of this document.

Notice of the General Meeting of Mobeus Income and Growth 2 VCT plc to be held at noon on 23 February 2022 (MIG 2 General Meeting) is set out on pages 10 and 11 of this document.

Notice of the General Meeting of Mobeus Income and Growth 4 VCT plc to be held at 12.30 p.m. on 23 February 2022 (MIG 4 General Meeting) is set out on pages 12 and 13 of this document.

Where a shareholder has elected to receive hard copies of documentation issued by a Company, 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 5 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 Group). Reply paid envelopes addressed to Computershare Investor Services PLC and to Link Group are enclosed. 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 General Meeting, through in respect of MIG, Computershare's Investor Centre at www.investorcentre.co.uk/eproxy and, in respect of MIG and MIG 2, Link Group's portal at www.signalshares.com. Shareholders are encouraged to submit their proxy votes electronically to help reduce the Company's carbon footprint.

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 between 9.00 a.m. and 5.00 p.m. (GMT) Monday to Friday (except UK public holidays) on +44 (0)370 707 1155.

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 Group between 9.00 a.m. and 5.00 p.m. (GMT) Monday to Friday (except UK public holidays) on +44 (0)371 664 0324.

For information generally on the General Meeting please contact the Investment Adviser on +44 (0)20 7382 0999 or email: [email protected].

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, Link Group and the Investment Adviser 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 CHAIRS 4
PART II – EXPLANATION OF RESOLUTIONS TO BE PROPOSED 7
MIG GENERAL MEETING 8
MIG 2 GENERAL MEETING 10
MIG 4 GENERAL MEETING 12
CORPORATE INFORMATION 14

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 MIG and/or MIG 2 and/or MIG 4, 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)
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 11.30 a.m. on 23 February 2022
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 noon on 23 February 2022
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 12.30 p.m. on 23 February 2022
MIG 4 Shares ordinary shares of 1p each in the capital of MIG 4
Investment Adviser Gresham House Asset Management Limited, the investment adviser,
administrator and secretary to the Companies, which is authorised and
regulated by the FCA
Offers the offers for subscription by the Companies and I&G contained in the
Prospectus (and each an Offer)
Prospectus the prospectus issued by the Companies and I&G on 20 January 2022

PART I - LETTER FROM THE CHAIRS

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)
Registered office: 5 New Street Square, London EC4A 3TW

20 January 2022

Dear Shareholder

Notice of General Meetings and Authority to Issue Shares

Introduction

The Companies and I&G have today launched offers for subscription to raise further funds, details of which are contained in the Prospectus.

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

MIG MIG 2 MIG 4 I&G
Offer size £10 million £7.5 million £7.5 million £10 million

The new funds are being raised by each Company to retain adequate levels of liquidity to continue to:

  • take advantage of new investment opportunities and fund further expansion of the businesses in its investment portfolio;
  • seek the delivery of attractive returns for its shareholders, including the payment of dividends, over the medium term; and
  • buy back its own shares from those shareholders who may wish to sell their shares.

The form of the Offers is 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 are being 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 any material dilutive effect on its shareholders. The new shares in a Company will rank pari passu with the existing issued share capital in that Company from the date of issue and will be issued in certificated form, but can be subsequently transferred into CREST.

Application will be made to the Financial Conduct Authority for the new shares to be admitted to the premium segment of the Official List and to the London Stock Exchange for such new shares to be admitted to trading on its main market for listed securities. It is expected that admission to the Official List of the London Stock Exchange plc will become effective and that dealings in the new shares in a Company will commence within three business days following allotment. Each Board currently envisages one allotment following its Company's Offer being fully subscribed (otherwise on 4 April 2022), but reserves the right to allot Offer Shares more frequently at its discretion.

Each Company currently has limited authority from its shareholders to allot shares (with pre-emption rights disapplied) for the purposes of its Offer. 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, resolutions to be proposed at the I&G annual general meeting to be held on 23 February 2022 will, to the extent required, provide 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 23 February 2022 at the offices of Gresham House Asset Management Limited, 80 Cheapside, London EC2V 6EE can be found on pages 8 to 13 of this document as follows:

  • Notice of the MIG General Meeting to be held at 11.30 a.m. can be found on pages 8 and 9.
  • Notice of the MIG 2 General Meeting to be held at noon can be found on pages 10 and 11.
  • Notice of the MIG 4 General Meeting to be held at 12.30 p.m. can be found on pages 12 and 13.

At the time of writing, Government restrictions have been lifted and physical meetings have been convened. The situation could, however, change rapidly and arrangements might need to be reviewed. If this is necessary details will be posted on each Company's website (detailed on page 14). Whilst it is currently intended that shareholders will be permitted to attend the General Meetings in person, all resolutions will be decided on by way of a poll and shareholders are encouraged to vote by way of submitting proxy votes.

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 set out below. 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.

Form of proxy Registrar and return address
MIG Yellow Computershare Investor Services PLC, The Pavilions, Bridgwater Road,
Bristol BS99 6ZY
MIG 2 Red Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL
MIG 4 Purple Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL

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

Proxy votes may also be submitted electronically as set out below.

Electronic voting details
MIG Electronically 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 are available from Computershare Investor Services PLC.
MIG 2
and
MIG 4
Electronically by logging on to www.signalshares.com and following the instructions.
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 Group.

Shareholders are encouraged to submit their proxy votes electronically to help reduce a Company's carbon footprint.

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 (including voting electronically) will not prevent a shareholder from attending and voting in person at the relevant General Meeting, should they wish to do so.

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 342,246 MIG Shares (representing 0.27% of the issued share capital of MIG as at 19 January 2022, 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 0.07% of the issued share capital of MIG 2 as at 19 January 2022, 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 102,716 MIG 4 Shares (representing 0.12% of the issued share capital of MIG 4 as at 19 January 2022, this being the latest practicable date prior to publication of this document).

Yours faithfully

Chair of MIG Chair of MIG 2 Chair of MIG 4

Clive Boothman Ian Blackburn Jonathan Cartwright

PART II - EXPLANATIONS OF THE RESOLUTIONS

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 8 to 13 of this document.

Each resolution will require 75% of those voting at the relevant General Meeting to approve the resolution. The authorities conferred by each resolution will be in addition to existing Company 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 relevant Company's Offer.

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 £135,000 (representing 10.79% of the existing issued share capital of MIG as at 19 January 2022, 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 £135,000 (representing 10.79% of the existing issued share capital of MIG as at 19 January 2022, 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.

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 £90,000 (representing 12.39% of the existing issued share capital of MIG 2 as at 19 January 2022, 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 £90,000 (representing 12.39% of the existing issued share capital of MIG 2 as at 19 January 2022, 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.

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 £90,000 (representing 10.73% of the existing issued share capital of MIG 4 as at 19 January 2022, 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 £90,000 (representing 10.73% of the existing issued share capital of MIG 4 as at 19 January 2022, 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.

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 11.30 a.m. on 23 February 2022 at the offices of at the offices of Gresham House Asset Management Limited, 80 Cheapside, London EC2V 6EE 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:

(i) 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 £135,000, 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

(ii) 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 £135,000 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 20 January 2022

By order of the Board Registered Office:

Gresham House Asset Management Limited 5 New Street Square Secretary London

EC4A 3TW

NOTES:

    1. No director has a service contract with the Company. Directors' appointment letters with the Company will be available for inspection at the registered office of the Company until the time of the meeting and from 15 minutes before the meeting at the location of the meeting, as well as at the meeting.
    1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes that may be cast thereat will be determined by reference to the register of members of the Company at the close of business on the day which is two days (excluding non-working days) before the end of the meeting or 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 their behalf. A proxy need not also be a member but must attend the meeting to represent the member. Details of how to appoint the chair of the meeting or another person as a proxy using the form of proxy are set out in the notes on the form of proxy. If a member wishes a proxy to speak on the member's behalf at the meeting the member will need to appoint their own choice of proxy (not the chair) and give their instructions directly to them.
    1. A member may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. A member may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, (an) additional form(s) of proxy should be obtained by contacting the Company's registrar, Computershare Investor Services PLC on 0370 707 1155 or, if telephoning from outside the UK, on +44 370 707 1155. A member should indicate in the box next to the proxy holder's name the number of shares in relation to which the proxy is authorised to act as the member's proxy. A member should also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and returned in the same envelope.
    1. To be valid, forms of proxy should be lodged with the Company's registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY so as to be received not later than 48 hours before the time appointed for any adjourned meeting or, in the case of a poll taken subsequent to the date of the meeting or adjourned meeting, so as to be received no later than 24 hours before the time appointed for taking the poll. A member may return a proxy form in their own envelope with the address Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY.
    1. You may appoint a proxy electronically at www.investorcentre.co.uk/eproxy. To appoint a proxy electronically, you will be asked to provide the Control Number, Shareholder Reference Number and PIN which are detailed on your proxy form. Electronic proxy appointments through the investor centre must be received not later than 48 hours before the time appointed for the meeting.
    1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Meeting (and any adjournment of the Meeting) by using the procedures described in the CREST Manual (available from www.euroclear.com/site/public/EUI). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a 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.
    1. In order for a proxy appointment or instruction made by means of CREST 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 must be transmitted so as to be received by the issuer's agent (ID 3RA50) by 11.30 a.m. on 21 February 2022. For this purpose, the time of receipt will be taken to mean 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. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. 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 their 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 system providers 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. 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 you either select the 'Discretionary' option or if no voting indication is given, your proxy will vote or abstain from voting at their discretion. Your proxy will vote (or abstain from voting) as they think fit in relation to any other matter which is put before the meeting.
    1. As at 19 January 2022 (being the last business day prior to publication of this notice), the Company's issued share capital was 125,077,481 shares, each carrying one vote each (no shares were held in treasury). Therefore, the total voting rights in the Company as at 19 January 2022 was 125,077,481.
    1. In accordance with section 325 of the Companies Act 2006 (Act), the right to appoint proxies does not apply to persons nominated to receive information rights under section 146 of the Act.
    1. Any person to whom this notice is sent who is a person nominated under section 146 of the Act to enjoy information rights (a Nominated Person) may under an agreement between them and the member by whom they 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, they 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 paragraphs 3 and 4 above do not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by members of the Company.
    1. Appointment of a proxy will not preclude a member from subsequently attending and voting at the meeting should the member subsequently decide to do so. A member can only appoint a proxy using the procedures set out in these notes and the notes to the form of proxy.
    1. Information regarding the meeting can be accessed via the Company's website: https:www.migvct.com.
    1. Under section 319A of the Act, the Company must answer any question you ask relating to the business being dealt with at the meeting unless answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information or 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 meeting that the question be answered.

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 noon (or as soon thereafter following the conclusion of the general meeting of Mobeus Income & Growth VCT plc convened for 11.30 a.m.) on 23 February 2022 at the offices of at the offices of Gresham House Asset Management Limited, 80 Cheapside, London EC2V 6EE 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:

(iii) 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 £90,000, 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

(iv) 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 £90,000 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 20 January 2022

By order of the Board Registered Office:

Gresham House Asset Management Limited 5 New Street Square Secretary London

EC4A 3TW

NOTES:

    1. No director has a service contract with the Company. Directors' appointment letters with the Company will be available for inspection at the registered office of the Company until the time of the meeting and from 15 minutes before the meeting at the location of the meeting, as well as at the meeting.
    1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes that may be cast thereat will be determined by reference to the register of members of the Company at the close of business on the day which is two days (excluding non-working days) before the end of the meeting or 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 their behalf. A proxy need not also be a member but must attend the meeting to represent the member. Details of how to appoint the chair of the meeting or another person as a proxy using the form of proxy are set out in the notes on the form of proxy. If a member wishes a proxy to speak on the member's behalf at the meeting the member will need to appoint their own choice of proxy (not the chair) and give their instructions directly to them.
    1. A member may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. A member may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, (an) additional form(s) of proxy should be obtained by contacting the Company's registrar, Link Group, 10th Floor Central Square, 29 Wellington Street, Leeds LS1 4DL or on 0371 664 0391. A member should indicate in the box next to the proxy holder's name the number of shares in relation to which the proxy is authorised to act as the member's proxy. A member should also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and returned in the same envelope.
    1. To be valid, forms of proxy should be lodged with the Company's registrar, Link Group, 10th Floor Central Square, 29 Wellington Street, Leeds LS1 4DL so as to be received not later than 48 hours before the time appointed for any adjourned meeting or, in the case of a poll taken subsequent to the date of the meeting or adjourned meeting, so as to be received no later than 24 hours before the time appointed for taking the poll. A member may return a proxy form in their own envelope with the address Link Group, 10th Floor Central Square, 29 Wellington Street, Leeds LS1 4DL.
    1. You may appoint a proxy electronically at www.signalshares.com. To appoint a proxy electronically, you will be asked to provide your investor code which is detailed on your proxy form. Electronic proxy appointments through the Link Group portal must be received not later than 48 hours before the time appointed for the meeting.
    1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Meeting (and any adjournment of the Meeting) by using the procedures described in the CREST Manual (available from www.euroclear.com/site/public/EUI). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a 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.
    1. In order for a proxy appointment or instruction made by means of CREST 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 must be transmitted so as to be received by the issuer's agent (ID RA10) by noon on 21 February 2022. For this purpose, the time of receipt will be taken to mean 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. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. 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 their 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 system providers 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. 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 you either select the 'Discretionary' option or if no voting indication is given, your proxy will vote or abstain from voting at their discretion. Your proxy will vote (or abstain from voting) as they think fit in relation to any other matter which is put before the meeting.
    1. As at 19 January 2022 (being the last business day prior to publication of this notice), the Company's issued share capital was 72,638,601 shares, each carrying one vote each (no shares were held in treasury). Therefore, the total voting rights in the Company as at 19 January 2022 was 72,638,601.
    1. In accordance with section 325 of the Companies Act 2006 (Act), the right to appoint proxies does not apply to persons nominated to receive information rights under section 146 of the Act.
    1. Any person to whom this notice is sent who is a person nominated under section 146 of the Act to enjoy information rights (a Nominated Person) may under an agreement between them and the member by whom they 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, they 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 paragraphs 3 and 4 above do not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by members of the Company.
    1. Appointment of a proxy will not preclude a member from subsequently attending and voting at the meeting should the member subsequently decide to do so. A member can only appoint a proxy using the procedures set out in these notes and the notes to the form of proxy.
    1. Information regarding the meeting can be accessed via the Company's website: https:www.mig2vct.com.
    1. Under section 319A of the Act, the Company must answer any question you ask relating to the business being dealt with at the meeting unless answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information or 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 meeting that the question be answered.

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 12.30 p.m. (or as soon thereafter following the conclusion of the general meeting of Mobeus Income & Growth 2 VCT plc convened for noon) on 23 February 2022 at the offices of at the offices of Gresham House Asset Management Limited, 80 Cheapside, London EC2V 6EE 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:

(v) 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 £90,000, 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

(vi) 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 £90,000 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 20 January 2022

By order of the Board Registered Office:

Gresham House Asset Management Limited 5 New Street Square Secretary London

EC4A 3TW

NOTES:

    1. No director has a service contract with the Company. Directors' appointment letters with the Company will be available for inspection at the registered office of the Company until the time of the meeting and from 15 minutes before the meeting at the location of the meeting, as well as at the meeting.
    1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes that may be cast thereat will be determined by reference to the register of members of the Company at the close of business on the day which is two days (excluding non-working days) before the end of the meeting or 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 their behalf. A proxy need not also be a member but must attend the meeting to represent the member. Details of how to appoint the chair of the meeting or another person as a proxy using the form of proxy are set out in the notes on the form of proxy. If a member wishes a proxy to speak on the member's behalf at the meeting the member will need to appoint their own choice of proxy (not the chair) and give their instructions directly to them.
    1. A member may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. A member may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, (an) additional form(s) of proxy should be obtained by contacting the Company's registrar, Link Group, 10th Floor Central Square, 29 Wellington Street, Leeds LS1 4DL or on 0371 664 0391. A member should indicate in the box next to the proxy holder's name the number of shares in relation to which the proxy is authorised to act as the member's proxy. A member should also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and returned in the same envelope.
    1. To be valid, forms of proxy should be lodged with the Company's registrar, Link Group, 10th Floor Central Square, 29 Wellington Street, Leeds LS1 4DL so as to be received not later than 48 hours before the time appointed for any adjourned meeting or, in the case of a poll taken subsequent to the date of the meeting or adjourned meeting, so as to be received no later than 24 hours before the time appointed for taking the poll. A member may return a proxy form in their own envelope with the address Link Group, 10th Floor Central Square, 29 Wellington Street, Leeds LS1 4DL.
    1. You may appoint a proxy electronically at www.signalshares.com. To appoint a proxy electronically, you will be asked to provide your investor code which is detailed on your proxy form. Electronic proxy appointments through the Link Group portal must be received not later than 48 hours before the time appointed for the meeting.
    1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Meeting (and any adjournment of the Meeting) by using the procedures described in the CREST Manual (available from www.euroclear.com/site/public/EUI). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a 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.
    1. In order for a proxy appointment or instruction made by means of CREST 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 must be transmitted so as to be received by the issuer's agent (ID RA10) by 12.30 p.m. on 21 February 2022. For this purpose, the time of receipt will be taken to mean 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. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. 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 their 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 system providers 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. 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 you either select the 'Discretionary' option or if no voting indication is given, your proxy will vote or abstain from voting at their discretion. Your proxy will vote (or abstain from voting) as they think fit in relation to any other matter which is put before the meeting.
    1. As at 19 January 2022 (being the last business day prior to publication of this notice), the Company's issued share capital was 83,898,453 shares, each carrying one vote each (no shares were held in treasury). Therefore, the total voting rights in the Company as at 19 January 2022 was 83,898,453.
    1. In accordance with section 325 of the Companies Act 2006 (Act), the right to appoint proxies does not apply to persons nominated to receive information rights under section 146 of the Act.
    1. Any person to whom this notice is sent who is a person nominated under section 146 of the Act to enjoy information rights (a Nominated Person) may under an agreement between them and the member by whom they 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, they 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 paragraphs 3 and 4 above do not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by members of the Company.
    1. Appointment of a proxy will not preclude a member from subsequently attending and voting at the meeting should the member subsequently decide to do so. A member can only appoint a proxy using the procedures set out in these notes and the notes to the form of proxy.
    1. Information regarding the meeting can be accessed via the Company's website: https:www.mig4vct.com.
    1. Under section 319A of the Act, the Company must answer any question you ask relating to the business being dealt with at the meeting unless answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information or 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 meeting that the question be answered.

CORPORATE INFORMATION

Directors (Non-executive)

MIG

Clive Nicholas Boothman (Chair) Bridget Elisabeth Guérin

MIG 2

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

MIG 4

Jonathan Harry Cartwright (Chair) Christopher Stephen Burke Helen Rachelle Sinclair Graham Douglas Paterson

Investment Adviser, Promoter, Administrator and Company Secretary

Gresham House Asset Management Limited 80 Cheapside London EC2V 6EE

Solicitors

Shakespeare Martineau LLP 60 Gracechurch Street London EC3V 0HR

Corporate Broker

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

Registrars for MIG

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

Registered Office

5 New Street Square London EC4A 3TW

Principal Place of Business

80 Cheapside London EC2V 6EE

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

  • 44 (0)20 7382 0999

VCT Status Adviser

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

Sponsors

Howard Kennedy Corporate Services LLP 1 London Bridge London SE1 9BG

Independent Auditors

BDO LLP 55 Baker Street London W1U 7EU

Registrars for MIG 2 and MIG 4

Link Group 10th Floor, Central Square 29 Wellington Street Leeds LS1 4DL Telephone Number: 0371 664 0324**

* 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's 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 12p per minute usually depending on your supplier). Calls to the helpline from outside of the UK will be charged at applicable international rates.

** Link Group's 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 Group's 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.

Notes

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