NORTHERN 2 VCT PLC — AGM Information 2011

Oct 20, 2011

NORTHERN 2 VCT PLC COMPANY NUMBER: 3695071

The following resolutions were passed at a meeting of the company's shareholders on Thursday 20 October 2011

Special resolution

• That, in addition to the authority given to the company at the annual general meeting held on $\mathbf{1}$ 19 July 2011 to make market purchases, the company be authorised in accordance with Section 701 of the Companies Act 2006 (the "Act") to make market purchases (within the meaning of Section 693(4) of the Act) of ordinary shares of 5p each in the company in connection with a tender offer (full details of which will be provided to shareholders at a later date) provided that:
• the maximum number of ordinary shares hereby authorised to be purchased is 5,746,834 $(a)$ ordinary shares;
• the minimum price which may be paid for an ordinary share shall be 5p; and $(b)$
• the maximum price (exclusive of expenses) which may be paid for an ordinary share shall be an $(c)$ amount representing a 3% discount to the unaudited net asset value per share as at 30 September 2011 adjusted for any declared but unpaid dividends.

The authority conferred by this resolution shall expire on 28 February 2012 save that the company may, before the expiry of the authority granted by this resolution, enter into a contract to purchase ordinary shares which will or may be executed wholly or partly after the expiry of such authority.

Ordinary resolution

That in substitution for and to the exclusion of any power previously conferred upon the directors in $\overline{2}$ this regard (save to the extent relied upon prior to the passing of this resolution), the directors be generally and unconditionally authorised pursuant to Section 551 of the Companies Act 2006 to allot shares in the company and to grant rights to subscribe for or to convert any security into shares in the company up to a maximum nominal amount of £1,000,000 for a period expiring (unless previously renewed, varied or revoked by the company in general meeting) on 31 May 2012, save that the company may before expiry of this authority make an offer or agreement which would or might require shares to be allotted, or rights to subscribe for or to convert any security into shares to be granted, after expiry of this authority and the directors may allot shares, or grant rights to subscribe for or convert any security into shares, in pursuance of that offer or agreement as if this authority had not expired.

Special resolutions

• That, subject to the passing of Resolution 2 above and in substitution for and to the exclusion of any $\mathbf{3}$ power previously conferred upon the directors in this regard (save to the extent relied upon prior to the passing of this resolution), the directors may:
• allot equity securities (as defined in Section 560 of the Companies Act 2006 (the "Act")) $(a)$ pursuant to the authorisation for the purposes of Section 551 of the Act conferred by Resolution 2 above; and
• sell equity securities which immediately before the sale are held by the company as treasury $(b)$ shares,

in each case as if Section 561(1) of the Act (existing shareholders' right of pre-emption) did not apply to the allotment or sale, provided that the power conferred by this resolution shall be limited to the allotment or sale of equity securities up to an aggregate nominal value of £1,000,000 and shall expire on 31 May 2012, save that the company may before this power expires make an offer or agreement which would or might require equity securities to be allotted or treasury shares to be sold after the power expires.

That the articles of association of the company be amended in the first sentence of Article 147 by $\overline{4}$ deleting the date '2013' and substituting the date '2017'.

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Sthich

CD Mellor Company Secretary

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