NORTHERN 2 VCT PLC — AGM Information 2013

Jun 7, 2013

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should consult an appropriate independent financial adviser authorised under the Financial Services and Markets Act 2000 immediately. If you have sold or transferred all your Ordinary Shares in the Company, please forward this Circular together with the Form of Proxy to the purchaser, transferee, stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

Notice of the 2013 Annual General Meeting of the Company to be held at the offices of SJ Berwin LLP at 10 Queen Street Place, London EC4R 1BE at 2.30pm on Friday 19 July 2013 is set out on pages 7 to 9 of the Circular. A Form of Proxy for use at the meeting is attached. To be valid, Forms of Proxy should be completed and returned in accordance with the notes to the Notice of Meeting and the Form of Proxy itself.

Northern 2 VCT PLC

Northumberland House Princess Square Newcastle upon Tyne NE1 8ER

T 0191 244 6000 F 0191 244 6001 E n2vct@nvm.co.uk

Registered in England no 3695071

Directors: 7 June 2013 David Gravells, Chairman Alastair Conn Michael Denny Christopher Fletcher Frank Neale

Dear Shareholder

2013 ANNUAL GENERAL MEETING

Introduction

I am pleased to be writing to you with details of our Annual General Meeting which will take place at 2.30pm on Friday 19 July 2013 at the offices of SJ Berwin LLP at 10 Queen Street Place, London EC4R 1BE. The formal Notice of Annual General Meeting is set out on pages 7 to 9 of this document.

Explanatory notes on all the business to be considered at this year's AGM appear on pages 3 to 6 of this document.

Share Offer

Your Board has considered the likely funding requirements of the Company over the next two to three years, taking into account the flow of potential investment opportunities and the Company's dividend and share buy-back policies, and proposes that there should be a public share offer by the Company in the 2013/14 tax year to raise a total of up to £15 million for future investment (the "Offer"). Subject to obtaining the requisite approvals, including Shareholder approval at the AGM, it is expected that a prospectus will be issued in July 2013. The Offer will be structured as a joint prospectus offer with Northern Venture Trust PLC and Northern 3 VCT PLC.

Applications for the new Ordinary Shares will be considered on a first come first served basis, subject to your Board's discretion. Investors will be allowed to make applications for shares in either or both of the 2013/14 and 2014/15 tax years. It is envisaged that the Offer will remain open until 5 April 2014 in respect of the 2013/14 tax year and until late April 2014 in respect of the 2014/15 tax year, unless fully subscribed at an earlier date and subject to your Board's right to close the Offer at any time.

The new Ordinary Shares will be issued at a premium to the latest published NAV prior to the relevant allotment date to allow for issue costs and to avoid any dilution in the NAV attributable to each existing Ordinary Share when the new Ordinary Shares are issued.

Any new Ordinary Shares will rank pari passu in all respects with the existing Ordinary Shares and will rank for all dividends which are both declared and paid following Admission. Application will be made for the Admission of any new Ordinary Shares allotted and it is proposed that Admission will be effected at the earliest practicable opportunity for each tranche of Ordinary Shares to be allotted.

Further details of the Offer will be contained in the prospectus expected to be issued in July 2013.

Extension of the life of the Company

The Articles presently require that a resolution for the continuation of the Company be put to the annual general meeting of the Company held in 2017 and, unless defeated, at five-yearly intervals thereafter. The proposed amendment to the Articles requires the continuation resolution to be considered at the annual general meeting of the Company expected to be held in July 2019 and every five years thereafter. This amendment will have the effect of postponing the continuation resolution until a period of five years has elapsed from the allotment of Ordinary Shares under the Offer, five years being the minimum holding period to ensure that investors retain the initial income tax relief on their subscription.

Dividend Investment Scheme Limits

Your Board has decided that it is appropriate to increase the annual limit on the value of Ordinary Shares that may be issued under the existing Dividend Investment Scheme of the Company which was introduced in 2011 ("Existing DRIS"). The annual value of Ordinary Shares that may be issued under the Existing DRIS is currently limited to the lower of £600,000 and the sterling equivalent of €1,000,000. Following regulatory changes, the annual value of Ordinary Shares that may be issued under the Existing DRIS can be increased to a value which, together with other issues of Ordinary Shares, would fall within the limit of the annual authorities relating to the issue of Ordinary Shares granted to the Directors at the Company's annual general meetings. Accordingly, the annual aggregate nominal value of Ordinary Shares that may be issued under the Existing DRIS will be increased to 10% of the Company's issued ordinary share capital at the date of the most recent notice convening an annual general meeting of the Company issued prior to 1 July annually. This new limit will apply first in respect of the final dividend of 3.5p per Ordinary Share in respect of the year ended 31 March 2013 which, subject to approval by Shareholders, will be paid on 26 July 2013 to all Shareholders who were on the register on 5 July 2013. By way of example, the maximum number of Ordinary Shares that may be issued under the Existing DRIS on 26 July 2013 would be 3,208,691 based on an issue price of 81.4p per Ordinary Share (being the latest published net asset value per Ordinary Share (net of the final dividend) as at the date of this Circular). This represents approximately 4.3% of the issued ordinary share capital of the Company as at the date of this Circular.

Further information on the proposed changes to the annual limit of the Existing DRIS is given in a separate circular to shareholders which accompanies this Circular.

Action to be taken by Shareholders

If you would like to vote on the resolutions but cannot attend the AGM, please complete the Form of Proxy attached to this notice and return it to the Company's registrars, Equiniti Limited, at Aspect House, Spencer Road, Lancing BN99 6DA as soon as possible. They must receive it no later than 2.30pm on Wednesday 17 July 2013. Completion and return of the Form of Proxy will not preclude you from attending the AGM and voting in person should you so wish.

Recommendation

Your Board considers that all the resolutions to be put to the meeting are in the best interests of the Company and its Shareholders as a whole and are most likely to promote the success of the Company for the benefit of its Shareholders. Your Directors will be voting in favour of the resolutions in respect of their own shareholdings and unanimously recommend that you do so as well.

Yours sincerely

DAVID GRAVELLS Chairman

Definitions

In this letter, unless the context otherwise requires, the following expressions bear the following meanings: Admission Admission of Ordinary Shares to the Official List of the UK Listing Authority and to trading on the premium segment of the London Stock Exchange's market for listed securities AIC Code the AIC Code of Corporate Governance published from time to time by the Association of Investment Companies Annual General Meeting or AGM the annual general meeting of the Company to be held at the offices of SJ Berwin LLP at 10 Queen Street Place, London EC4R 1BE at 2.30pm on Friday 19 July 2013 Articles the articles of association of the Company as amended from time to time Circular this document dated 7 June 2013, addressed to the Shareholders Company Northern 2 VCT PLC Directors or Board the directors of the Company, whose names are set out on page 1 of this document Existing DRIS has the meaning set out on page 2 of this Circular FCA the Financial Conduct Authority or its successor Form of Proxy the form of proxy for use at the Annual General Meeting Listing Rules the listing rules of the Financial Conduct Authority made under Part VI of the Financial Services and Markets Act 2000 (as amended from time to time) NAV net asset value in pence per Ordinary Share Offer has the meaning set out on page 1 of this Circular Ordinary Shares ordinary shares of 5p each in the capital of the Company Record Date 5 July 2013 Shareholders holders of Ordinary Shares

EXPLANATION OF THE BUSINESS TO BE CONSIDERED AT THE 2013 ANNUAL GENERAL MEETING

All resolutions will be proposed as ordinary resolutions, unless otherwise mentioned. For an ordinary resolution to be passed, more than half of the votes cast must be in favour of the resolution. For a special resolution to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Resolution 1: Receipt of the accounts

The Company is required by law to put the Company's annual report and financial statements for the year ended 31 March 2013 before the meeting. Shareholders are invited to vote to receive the annual report and financial statements for the year ended 31 March 2013.

Resolution 2: Approval of final dividend

Shareholders are being asked to approve a final dividend of 3.5p per Ordinary Share in respect of the year ended 31 March 2013. If you approve the recommended final dividend, this will be paid on 26 July 2013 to all Shareholders who were on the register of members on 5 July 2013.

Resolution 3: Approval of the Directors' remuneration report

The Company is required by law to seek Shareholders' approval of the Directors' remuneration report in respect of the year ended 31 March 2013, which is set out on pages 18 and 19 of the Company's annual report for the year ended 31 March 2013. Whilst the payment of remuneration to the Directors is not dependent on the passing of the resolution, your Board will take the vote into account when considering the future development and operation of the Company's remuneration policy and practice.

Resolutions 4 to 8: Re-appointment of Directors

In accordance with the AIC Code Mr A M Conn, Mr E M P Denny, Mr C G A Fletcher and Mr F L G Neale retire from the Board, having served as Directors for more than nine years, and seek re-election. Mr D P A Gravells, who was re-elected as a Director in 2012 and is not required by the Company's articles of association to retire from the board until 2015, has decided to retire from the Board and seeks re-election. Your Board believes that each of the Directors seeking re-election makes a relevant and significant contribution to the operation of your Board and displays an appropriate level of knowledge and experience.

Resolution 4: Re-appointment of Mr A M Conn as a Director

Mr Alastair Conn (aged 58) was appointed to the Board in 1999.

Mr Conn is financial director of NVM Private Equity Limited. He qualified as a chartered accountant with Price Waterhouse and was a co-founder of NVM in 1988.

Resolution 5: Re-appointment of Mr E M P Denny as a Director

Mr Michael Denny (aged 70) was appointed to the Board in 1999. He is a member of the nomination committee.

Mr Denny was chairman of NVM Private Equity Limited until his retirement in 2008 and is a past chairman of the British Private Equity and Venture Capital Association.

Resolution 6: Re-appointment of Mr C G A Fletcher as a Director

Mr Christopher Fletcher (aged 61) was appointed to the Board in 1999. He is chairman of the audit committee and a member of the management engagement committee and the nomination committee.

Mr Fletcher is a non-executive director of The Association of Investment Companies and Invesco Perpetual UK Smaller Companies Investment Trust plc. He was previously managing director of Baillie Gifford's life and retail operations and a corporate finance partner at KPMG.

Resolution 7: Re-appointment of Mr F L G Neale as a Director

Mr Frank Neale (aged 62) was appointed to the Board in 1999. He is a member of the audit committee, the nomination committee and the management engagement committee.

Mr Neale is a partner in IRRfc, a private equity advisory business. He is a past vice-chairman of the British Private Equity and Venture Capital Association.

Resolution 8: Re-appointment of Mr D P A Gravells as a Director

Mr David Gravells (aged 63) was appointed to the Board in 2007 and became chairman in 2008. He is chairman of the management engagement committee and the nomination committee and is a member of the audit committee.

Mr Gravells is an experienced entrepreneur with a wide range of experience of private equity-financed businesses.

Resolution 9: Appointment of KPMG LLP as independent auditor

The Company's independent auditor, KPMG Audit Plc, has instigated an orderly wind-down of its business and has notified the Company that it is not seeking re-appointment at the Annual General Meeting. The Company has received a statutory statement from KPMG Audit PIc pursuant to Section 519 of the Companies Act 2006 which is enclosed as an appendix to this Circular in accordance with Section 520 of the Companies Act 2006. This resolution proposes that KPMG LLP is appointed as independent auditor of the Company in succession to KPMG Audit Plc from the conclusion of the Annual General Meeting until the conclusion of the next annual general meeting of the Company.

Resolution 10: Authority to fix the independent auditor's remuneration

Shareholders are invited to vote to give the Directors authority to fix the independent auditor's remuneration.

Resolutions 11 and 12: Authority to allot shares and disapplication of Shareholders' statutory pre-emption rights

Resolution 11

Shareholders are being asked to grant the Directors a general authority to allot shares in the Company. This resolution, if passed, gives the Directors authority to allot Ordinary Shares up to a maximum nominal value of £1,423,124 representing approximately 38% of the Company's issued ordinary share capital at the date of the notice convening the Annual General Meeting. Of the £1,423,124, £1,050,000 is intended to be used for purposes of the Offer and £373,124 is authorised generally). The Directors have no present intention of exercising such general authority except in connection with the issue of Ordinary Shares pursuant to the Existing DRIS.

This authority will be effective until the conclusion of the next annual general meeting of the Company (expected to be held in July 2014) or, if earlier, 30 September 2014 except insofar as commitments to allot shares have been entered into before that date.

Resolution 12

This resolution supplements the Directors' authority to allot shares in the Company given to them by Resolution 11. The resolution authorises the Directors to allot equity Ordinary Shares, or sell treasury shares, for cash (otherwise than pro rata to existing Shareholders) up to an aggregate nominal value of £1,423,124 representing approximately 38% of the Company's issued ordinary share capital at the date of the notice convening the Annual General Meeting. Of the £1,423,124, £1,050,000 is intended to be used for purposes of the Offer and £373,124 is authorised generally. The Directors have no present intention of exercising such general authority except in connection with the issue of Ordinary Shares pursuant to the Existing DRIS.

The authority will be effective until the conclusion of the next annual general meeting of the Company (expected to be held in July 2014) or, if earlier, 30 September 2014, save that the Directors may allot equity shares pursuant to an offer or agreement entered into before the authority expires.

Resolution 12 will be proposed as a special resolution.

Resolution 13: Purchase of own shares

This resolution authorises the Company to purchase in the market up to 7,462,495 Ordinary Shares (equivalent to approximately 10% of the issued ordinary share capital) at a minimum price per share of 5p and a maximum price per share of not more than 105% of the average market value of the relevant shares for the five business days prior to the date on which the purchase is made.

Unless previously renewed, varied or revoked, the authority will be effective until the conclusion of the next annual general meeting of the Company (expected to be held in July 2014) or, if earlier, 30 September 2014.

Purchases of Ordinary Shares will be made only within the guidelines established and to be reviewed from time to time by the Directors, and where it is considered that such purchases would be to the advantage of the Company and its Shareholders as a whole. It is the Directors' intention that purchases will be made in the market for cash only at prices below the prevailing net asset value per share, thereby enhancing the net asset value per share for the Company's remaining shareholders. Purchases will be financed from the Company's own cash resources or, if appropriate, from short term borrowings.

The cap on the price payable contained in the proposed resolution reflects part of a restriction on the Company contained in the Listing Rules. In addition under the Listing Rules the Company must not purchase shares at a price greater than the higher of the last independent trade and the highest current independent bid on the market where the purchase is carried out.

There are no existing Ordinary Shares covered by options or warrants at the date of publication of this document.

Shares purchased under this authority become treasury shares which the Company can cancel or hold for sale for cash.

Resolution 13 will be proposed as a special resolution.

Resolution 14: Extension of the life of the Company

The Articles presently require that a resolution for the continuation of the Company be put to the annual general meeting of the Company held in 2017 and, unless defeated, at five-yearly intervals thereafter. The proposed amendment to Article 147 requires the continuation resolution to be considered at the annual general meeting of the Company expected to be held in July 2019 and every five years thereafter. This amendment will have the effect of postponing the continuation resolution until a period of five years has elapsed from the allotment of Shares under the proposed offer, five years being the minimum holding period to ensure that investors retain the initial income tax relief on their subscription.

Article 147 of the Articles in its current form is set out below:

• 147 At the annual general meeting of the Company held in 2017 and, if the Company has not then been liquidated, unitised or reconstructed, at each fifth subsequent annual general meeting of the Company convened by the Directors thereafter, the Directors shall propose a resolution that the Company should continue as a venture capital trust for a further five year period, on which resolution the vote shall be decided on a show of hands unless on declaration of the result of the show of hands a poll is duly demanded. A poll may be demanded only by those persons set out in Article 63. For the purpose of this Article only, the resolution that the Company should continue as a venture capital trust shall not be passed only where the vote is held on a poll and the votes against the resolution:
• (a) constitute a majority of the votes cast in respect of the resolution (votes withheld shall be ignored); and

(b) represent not less than 25 per cent of the total number of votes then exercisable in respect of that resolution by the holders of the issued share capital of the Company. If such resolution is not passed, the Directors shall draw up proposals for the voluntary liquidation, unitisation or other reorganisation of the Company for submission to the members of the Company at an extraordinary general meeting to be convened by the Directors for a date not more than nine months after the date of the meeting at which such ordinary resolution was not passed. The Directors shall use all reasonable endeavours to ensure that such proposals for the liquidation, unitisation or reorganisation of the Company as are approved by special resolution are implemented as soon as is reasonably practicable after the passing of such resolution.

Resolution 14 will be proposed as a special resolution.

Northern 2 VCT PLC

Notice of Annual General Meeting

Notice is hereby given that the fourteenth annual general meeting of the Company will be held at the offices of SJ Berwin LLP at 10 Queen Street Place, London EC4R 1BE at 2.30pm on Friday 19 July 2013 for the following purposes:

RESOLUTIONS

• 1 To receive the financial statements for the year ended 31 March 2013 and the Directors' and independent auditor's reports thereon.
• 2 To declare a final dividend of 3.5p per share in respect of the year ended 31 March 2013.
• 3 To approve the Directors' remuneration report in respect of the year ended 31 March 2013.
• 4 To re-elect as a director Mr A M Conn who retires in accordance with the AIC Code and offers himself for reelection.
• 5 To re-elect as a director Mr E M P Denny who retires in accordance with the AIC Code and offers himself for re-election.
• 6 To re-elect as a director Mr C G A Fletcher who retires in accordance with the AIC Code and offers himself for re-election.
• 7 To re-elect as a director Mr F L G Neale who retires in accordance with the AIC Code and offers himself for re-election.
• 8 To re-elect as a director Mr D P A Gravells who retires voluntarily and offers himself for re-election.
• 9 To appoint KPMG LLP as independent auditor of the Company until the conclusion of the next annual general meeting of the Company.
• 10 To authorise the Directors to fix the independent auditor's remuneration.
• 11 To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That in substitution for and to the exclusion of any power previously conferred upon the Directors in 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 (the "Act") 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 £1,423,124 for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) on the conclusion of the next annual general meeting of the Company after the passing of this resolution or, if earlier, 30 September 2014, 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, pursuant to that offer or agreement as if this authority had not expired."

12 To consider and, if thought fit, to pass the following resolution as a special resolution:

"That, subject to the passing of Resolution 11 above and in substitution for and to the exclusion of any 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:

• (a) allot equity securities (as defined in Section 560 of the Act) pursuant to the authorisation for the purposes of Section 551 of the Act conferred by Resolution 11 above; and
• (b) sell equity securities which immediately before the sale are held by the Company as treasury 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 £1,423,124 and shall expire on the conclusion of the next annual general meeting of the Company after the passing of this resolution or, if earlier, 30 September 2014, 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."

13 To consider and, if thought fit, to pass the following resolution as a special resolution:

"That the Company be and is hereby generally and unconditionally authorised in accordance with Section 701 of the Act to make one or more market purchases (within the meaning of Section 693(4) of the Act) of its ordinary shares of 5p each provided that:

• (a) the maximum number of ordinary shares hereby authorised to be purchased is 7,462,495;

• (b) the minimum price (excluding expenses) which may be paid for an ordinary share shall be 5p per share;

• (c) the maximum price (excluding expenses) which may be paid for an ordinary share shall not be more than 105% of the average market value of the ordinary shares of the Company for the five business days prior to the date the purchase is made; and

• (d) unless previously renewed, varied or revoked, the authority hereby conferred shall expire on the conclusion of the next annual general meeting of the Company after the passing of this resolution or, if earlier, 30 September 2014, save that the Company may execute a contract of purchase before this authority expires that would or might be concluded wholly or partly after this authority expires."
• 14 To consider and, if thought fit, to pass the following resolution as a special resolution:

"That the articles of association of the Company be amended in the first sentence of Article 147 by deleting the date '2017' and substituting the date '2019'."

By order of the Board

C D MELLOR

Secretary Northumberland House Princess Square Newcastle upon Tyne NE1 8ER 7 June 2013

NOTES

• 1 A member entitled to attend and vote at this meeting is entitled to appoint another person as his or her proxy to exercise all or any of his or her rights to attend, to speak and, both on a show of hands and on a poll, to vote in his or her stead at the meeting. A proxy need not be a member of the Company. The appointment of a proxy does not preclude a member from attending and voting in person at the meeting should he or she subsequently decide to do so. A form of proxy which may be used is attached.
• 2 A member may appoint more than one proxy in relation to a meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him or her.
• 3 To be valid, a form of proxy together with, if applicable, the power of attorney or other authority under which it is signed, or a certified copy thereof, must be received by Equiniti Limited at Aspect House, Spencer Road, Lancing BN99 6DA not later than 2.30pm on Wednesday 17 July 2013.
• 4 The Company, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, specifies that only those shareholders registered in the register of members of the Company as at 6.00pm on Wednesday 17 July 2013 shall be entitled to attend or vote (whether on a show of hands or on a poll) at the meeting in respect of the number of shares registered in their name at the time. Changes to entries on the register after 6.00pm on Wednesday 17 July 2013 (or after 6.00pm on the day which is two working days before any adjourned meeting) shall be disregarded in determining the rights of any person to attend or vote at the meeting.
• 5 As at 6 June 2013 (being the last business day prior to the date of this notice) the Company's issued share capital consisted of 74,624,954 ordinary shares each carrying one vote per share. Accordingly the total number of voting rights in the Company as at 6 June 2013 was 74,624,954.
• 6 CREST members who wish to appoint a proxy or proxies for the meeting or any adjournment thereof by utilising the CREST electronic proxy appointment service may do so by following the procedures described in the CREST Manual (www.euroclear.com/CREST). CREST personal members or other CREST sponsored members and those CREST members who have appointed a voting service provider(s) should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made 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 (EUI) specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA19) by the latest time(s) for receipt of proxy appointments specified in this notice. 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.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI 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 his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

• 7 The above statement as to proxy rights does not apply to a person who receives this notice of meeting as a person nominated to enjoy "information rights" under Section 146 of the Act. If you have been sent this notice of meeting because you are such a nominated person, the following statements apply: (a) you may have a right under an agreement between you and the member of the Company by whom you were nominated to be appointed or to have someone else appointed as a proxy for this general meeting; and (b) if you have no such right or do not wish to exercise it, you may have a right under such an agreement to give instructions to that member as to the exercise of voting rights.
• 8 A copy of this notice, and the other information required by Section 311A of the Act, can be found at www.nvm.co.uk/n2vctagm2013.
• 9 Any member attending the meeting has the right to ask questions. Section 319A of the Act requires the Directors to answer any questions raised at the Annual General Meeting which relates to the business of the meeting, although no answer need be given (a) if to do so would interfere unduly with the proceedings of the Annual General Meeting or involve disclosure of confidential information; (b) if the answer has already been given on the Company's website; or (c) if it is undesirable in the best interests of the Company or the good order of the Annual General Meeting that the question be answered.
• 10 You may not use any electronic address provided either in this Notice or any related documents (including the Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.
• 11 Members should note that it is possible that, pursuant to requests made by members of the Company under Section 527 of the Act, the Company may be required to publish on its website www.nvm.co.uk a statement setting out any matter such members propose to raise at

the Annual General Meeting relating to: (a) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (b) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with Section 437 of the Act. The Company may not require the members requesting any such website publication to pay its expenses in complying with Section 527 or 528 of the Act. Where the Company is required to place a statement on a website under Section 527 of the Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under Section 527 of the Act to publish on its website.

12 If the total number of voting rights that the Chairman will be able to vote (taking into account any proxy appointments from Shareholders over which he is given discretion and any voting rights in respect of his own Shares) is such that he will have a notifiable obligation under the Disclosure and Transparency rules of the Financial Conduct Authority (the "DTRs"), the Chairman will make the necessary notifications to the Company and the Financial Conduct Authority. Therefore, any member holding 3% or more of the voting rights in the Company who grants the Chairman a discretionary proxy in respect of some or all of those voting rights and so would otherwise have a notification obligation under the DTRs, need not make a separate notification to the Company and to the Financial Conduct Authority. However, any member holding 3% or more of the voting rights in the Company who appoints a person other than the Chairman as proxy will need to ensure that both the member and the proxy comply with the respective disclosure obligations under the DTRs.

Appendix

Statement to Northern 2 VCT PLC from KPMG Audit Plc pursuant to Section 519 of the Companies Act 2006

Northern 2 VCT PLC

Form of Proxy for the Annual General Meeting on 19 July 2013

of …………………………………………………………………………………………………………….…………………………………………………….

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

(block capitals please)

being a member of Northern 2 VCT PLC, hereby appoint (see notes 1 and 2)

………………………………………………………………………………………………………………………………….………………………………….

or failing him/her the chairman of the meeting to be my/our proxy and exercise all or any of my/our rights to attend, speak and vote for me/us in respect of my/our voting entitlement on my/our behalf at the fourteenth annual general meeting of the Company to be held at 2.30pm on 19 July 2013, notice of which was sent to shareholders on 7 June 2013 with the annual report and financial statements for the year ended 31 March 2013, and at any adjournment thereof. The proxy will vote as indicated below in respect of the resolutions set out in the notice of meeting:

Resolution number		For	Against	Vote withheld
1	To receive the financial statements for the year ended 31 March 2013	†	†	†
2	To declare a final dividend of 3.5p per share in respect of the year ended 31 March 2013	†	†	†
3	To approve the Directors' remuneration report in respect of the year ended 31 March 2013	†	†	†
4	To re-elect Mr A M Conn as a director	†	†	†
5	To re-elect Mr E M P Denny as a director	†	†	†
6	To re-elect Mr C G A Fletcher as a director	†	†	†
7	To re-elect Mr F L G Neale as a director	†	†	†
8	To re-elect Mr D P A Gravells as a director	†	†	†
9	To appoint KPMG LLP as independent auditor	†	†	†
10	To authorise the Directors to fix the remuneration of the independent auditor	†	†	†
11	To authorise the Directors to allot shares pursuant to Section 551 of the Companies Act 2006	†	†	†
12	To disapply Section 561 of the Companies Act 2006 in relation to certain allotments of equity securities	†	†	†
13	To authorise the Company to make market purchases of ordinary shares in accordance with Section 701 of the Companies Act 2006	†	†	†
14	To amend the articles of association of the Company	†	†	†
†	Please indicate by placing an X in this box if this proxy appointment is one of multiple appointments being made (see note 2 below).

Please refer to the notes overleaf

Signed: ………………………………………………………………………………	Date: ………………………………………………2013

Attendance indication

Shareholders who intend to attend the annual general meeting are requested to place a tick in the box below in order to assist with administrative arrangements.

I/we intend to attend the annual general meeting at 2.30pm on Friday 19 July 2013 at the offices of SJ Berwin LLP at 10 Queen Street Place, London EC4R 1BE.	†

Signed: ……………………………………………………………………………….. Date: ………………………………………………..2013

NOTES RELATING TO FORM OF PROXY

• 1 Every member has the right to appoint some other person(s) of his/her choice, who need not be a member, as his/her proxy to exercise all or any of his/her rights to attend, speak or vote on his/her behalf at the meeting. A member wishing to appoint a person other than the chairman of the meeting as proxy should insert the name of such person in the space provided. If the proxy is being appointed in relation to less than your full voting entitlement, please enter alongside the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account). Any alteration or deletion must be signed or initialled.
• 2 A member may appoint more than one proxy in relation to a meeting, provided that the proxy is appointed to exercise the rights attached to a different share or shares held by him/her. To appoint more than one proxy, please contact Equiniti Limited on 0800 028 2349 for (an) additional form(s), or you may photocopy this form. Please indicate alongside the proxy holder's name the number of shares in relation to which the proxy holder is authorised to act as your proxy. Please also indicate by placing an X in the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and returned together in the same envelope.
• 3 Use of the form of proxy does not preclude a member from attending and voting in person.
• 4 Where the form of proxy is executed by an individual it must be signed by that individual or his or her attorney.
• 5 Where the form of proxy is executed by joint shareholders it may be signed by any of the members, but the vote of the member whose name stands first in the register of members of the Company will be accepted to the exclusion of the votes of the other joint holders.
• 6 Where the form of proxy is executed by a corporation it must be either under its seal or under the hand of an officer or attorney duly authorised.
• 7 If the form of proxy is signed and returned without any indication as to how the proxy shall vote, the proxy will exercise his/her discretion as to whether and how he/she votes, as he/she will on any other matters to arise at the meeting.
• 8 To be valid, the form of proxy, together with, if applicable, the power of attorney or other authority under which it is signed, or a certified copy thereof, must be received by Equiniti Limited at Aspect House, Spencer Road, Lancing BN99 6DA not later than 2.30pm on Wednesday 17 July 2013.
• 9 The "vote withheld" option is provided to enable a member to abstain from voting on the resolution; however, it should be noted that a "vote withheld" is not a vote in law and will not be counted in the calculation of the proportion of the votes "for" and "against" the resolution.