NORTHERN VENTURE TRUST PLC — Proxy Solicitation & Information Statement 2013

Jun 24, 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 a 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 Thursday 18 July 2013 is set out on pages 8 and 9 of this 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 Venture Trust PLC

Northumberland House Princess Square Newcastle upon Tyne NE1 8ER

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

Registered in England no 3090163 Directors: 24 June 2013 John Hustler, Chairman Nigel Beer Simon Constantine Tim Levett Hugh Younger

Dear Shareholder

Proposed public share offer, extension of the life of the Company and changes to Management Agreement; declaration of special dividend and notification of changes to Dividend Investment Scheme limits

Introduction

The purpose of this letter is to provide further information about, and to seek your consent to, proposals to issue new Ordinary Shares under a public share offer by the Company, to extend the life of the Company and to change the Company's management agreement with NVM Private Equity Limited (the "Management Agreement") by introducing a performance-related management fee.

The Directors are also taking this opportunity to let you know that the Company has today declared a special dividend of 9.0p per Ordinary Share, which will be paid on 20 September 2013 as a second interim dividend in respect of the financial year ending 30 September 2013 to shareholders on the register at the close of business on 19 July 2013, and that they have decided to increase the annual limit on the number of Ordinary Shares that may be issued under the Company's Dividend Investment Scheme.

A General Meeting, at which Shareholders will be asked to approve the proposals referred to in the first paragraph above, is to be held at the offices of SJ Berwin LLP at 10 Queen Street Place, London EC4R 1BE at 2.30pm on Thursday 18 July 2013. The formal Notice of this meeting is set out on pages 8 and 9 of this Circular.

Further information on all the proposals is set out below. In addition, explanatory notes on all the business to be considered at the General Meeting appear on pages 6 and 7 of this Circular.

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 buy-back policies, and proposes that there should be a public share offer by the Company to raise a total of up to £15 million for future investment. On 31 May 2013 the Company announced that it intends, in conjunction with Northern 2 VCT PLC ("N2VCT") and Northern 3 VCT PLC ("N3VCT"), to launch a joint prospectus offer of new Ordinary Shares for subscription in the 2013/14 and 2014/15 tax years (the "Offer"). It is envisaged that the Offer will seek to raise a total of £15 million in the Company, £15 million in N2VCT and £20 million in N3VCT. Subject to obtaining the requisite approvals including Shareholder approval at the General Meeting, it is expected that a prospectus will be issued in July 2013.

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 4 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, 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.

All 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.

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 2016 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 December 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.

Management Agreement

The Board has recently undertaken a review of the arrangements for the remuneration and incentivisation of the Manager and its staff, having regard to current practice both in the wider VCT market and in the other Northern VCTs, the performance record of the Company and the desirability of achieving the best possible alignment between the interests of Shareholders and the Manager in the future. Mr T R Levett did not take part in the Board's discussions, having declared an interest by virtue of his directorship of the Manager.

Currently the Manager receives an annual management fee equivalent to 2.06% of the Company's net assets, calculated half-yearly as at 31 March and 30 September. There is no performance-related element to the management fee. Investment executives nominated by the Manager participate in a co-investment scheme introduced in 2006 under which they are required to subscribe personally 5% of the amounts invested by the Company (and other participating funds managed by the Manager) in the ordinary share capital of investee companies.

The Directors now propose to amend the Management Agreement so as to introduce a new performance-related management fee which will, subject to the achievement of an agreed performance condition, be payable to the Manager in addition to the existing basic fee. This performance-related fee will become payable only when the Company's total return (defined as movement in NAV plus dividends paid) in a financial year exceeds the specified minimum hurdle rate. The hurdle rate will be a composite rate comprising (a) 7% on average long-term investments and (b) the higher of (i) base rate and (ii) 3% on average cash and near-cash investments during the year. The amount of cash or near-cash investments qualifying for the second category will be limited to 25% of total investments, so that any excess of cash or near-cash investments over 25% of total investments will be subject to the higher rate of 7%. The performance-related fee in each financial year will be equivalent to 15% of the amount, if any, by which the total return exceeds the hurdle. Following a financial year or years in which NAV reduces, a "high water mark" will apply to the calculation of the performance-related fee whereby an amount equivalent to the reduction will be deducted from subsequent total returns achieved prior to any further performance-related fee calculation taking place. The performance-related fee is subject to a cap of 2.25% of opening NAV for the relevant financial year.

For the purposes of illustration, if the proposed performance-related fee arrangement had been in place for the years ended 30 September 2011 and 30 September 2012 then the performance-related fees payable in respect of those years would have been as follows:

	Performance-related fee payable
		Per	As % of
Financial year ended	£000	Ordinary Share	opening NAV
30 September 2011	498	0.75p	0.88%
30 September 2012	196	0.27p	0.31%

In considering whether any change should be made, the Board noted that the Company has achieved excellent performance over a long period under the existing management remuneration arrangements. However, the Directors are conscious of the highly competitive market environment in which the Manager is operating and of the importance of having arrangements in place which will enable the Manager, subject to meeting performance conditions, to generate the financial resources to attract and retain able and experienced investment executives. We noted that N2VCT and N3VCT, alongside which the Company invests on a regular basis, already operate similar fee arrangements to those now proposed for the Company. In the course of our review we also considered the management remuneration arrangements of the Company's principal competitors in the generalist VCT sector and we concluded that the proposed change will place our Company well within the range of practices applying elsewhere. We therefore recommend the proposed change to shareholders in the belief that it represents good commercial practice and will help to maximise the Company's prospects of maintaining its position among the leading performers in the sector in the future.

The proposed changes to the Management Agreement are being submitted for consideration and approval by Shareholders as a matter of good practice, although Shareholder approval is not formally required by the relevant legislation, regulations and the Listing Rules. The Board, which has been so advised by Howard Kennedy Corporate Services LLP in its capacity as the Company's regulated sponsor, considers the proposed changes to the Management Agreement to be fair and reasonable so far as Shareholders are concerned. In providing its advice, Howard Kennedy Corporate Services LLP has taken into account the Board's commercial assessment of the proposed changes to the Management Agreement. Howard Kennedy Corporate Services LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and no one else and, subject to the responsibilities and liabilities imposed by FSMA, will not be responsible to anyone other than the Company for providing the protections afforded to clients of Howard Kennedy Corporate Services LLP or for providing advice to any other person in relation to the contents of this document or on any other matter referred to in this document. Howard Kennedy Corporate Services LLP of 19 Cavendish Square, London W1A 2AW, has given and not withdrawn its written consent to the issue of this document with the references to it in the form and context in which they appear.

Further details of the proposed fee arrangements are set out on page 7 of this Circular.

Special Dividend

Your Board has today declared a special dividend of 9.0p per Ordinary Share which will be paid on 20 September 2013, as a second interim dividend in respect of the financial year ending 30 September 2013, to Shareholders on the register at the close of business on 19 July 2013.

Shareholders will be aware that the Company has a policy of paying an annual dividend of not less than 6.0p per Ordinary Share, an objective which has been attained in each of the last nine financial years. Over the past four years the Company's investment performance has been strong and a number of significant investment realisations have been achieved, with the result that between 31 March 2009 and 31 March 2013 the NAV increased by 19.8p per Ordinary Share, after deducting dividends totalling 27.0p per Ordinary Share paid and recognised in the period. In the light of the Company's stated objective of providing high long-term tax-free returns to Shareholders, the Directors have decided to recognise this period of significant value generation by making a special distribution to existing Shareholders prior to launching the Offer.

In deciding how best to effect the proposed distribution, consideration was given to making a tender offer to repurchase Ordinary Shares along similar lines to the successful tender offers by the Company in 2005 and 2010, but the Directors are conscious that approximately one third of the Ordinary Shares currently in issue have been allotted within the past five years and consequently could not be tendered without triggering a clawback of income tax relief. It was therefore decided that the distribution should take the form of a special dividend, as announced today.

The directors expect that in the absence of unforeseen circumstances a final dividend of 3.0p will in due course be proposed in respect of the financial year ending 30 September 2013, to be paid following the annual general meeting in December 2013. This will take the total dividends for the financial year, including the first and second interim dividends, to 15.0p per Ordinary Share. It remains the Board's objective to declare annual dividends of not less than 6.0p per Ordinary Share in future years.

Dividend Investment Scheme ("DRIS") Limits

Under the DRIS, which was introduced in 2009, Shareholders may elect to have dividends receivable by them from the Company re-invested in new Ordinary Shares allotted for the purpose. This provides the Company with additional funds for investment and also enables Shareholders participating in the DRIS who are "eligible investors" to obtain the tax reliefs available to subscribers under the current VCT legislation, including 30% income tax relief on their investment. Your Board has decided, following regulatory changes, that it is now appropriate to increase the annual limit on the value of Ordinary Shares that may be issued under the DRIS.

The annual value of Ordinary Shares that may be issued under the DRIS is currently limited to the lower of £600,000 and the sterling equivalent of €1,000,000, but may now 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 DRIS will be increased to an amount representing 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 December annually. This new limit will apply first in respect of any dividends to be paid after 1 July 2013. For any dividend declared, the number of Ordinary Shares that will be allotted to eligible Shareholders who elect to have the relevant dividend reinvested under the DRIS will also be subject to regulations relating to the Admission of such shares. Even if the new DRIS limit is not reached for any particular dividend, current regulations may limit the number of Ordinary Shares that may be issued under the DRIS if the Company has issued other Ordinary Shares prior to the relevant dividend payment date.

Further information on the proposed changes to the annual limit of the DRIS, which does not require Shareholder approval, 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 General Meeting, 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 Tuesday 16 July 2013. Completion and return of the Form of Proxy will not preclude you from attending the General Meeting and voting in person should you so wish.

Recommendation

Your Board considers that all the resolutions to be put to the General 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

JOHN HUSTLER Chairman

Definitions

In this letter, unless the context otherwise requires, the following expressions bear the following meanings:

Admission	admission of the Ordinary Shares to the Official List and to trading on the premium segment of the London Stock Exchange's market for listed securities becoming effective
AIC Code	the AIC Code of Corporate Governance published from time to time by The Association of Investment Companies
AIM	the alternative investment market operated by the London Stock Exchange
Annual General Meeting or AGM	the annual general meeting of the Company held on Friday 14 December 2012
Articles	the articles of association of the Company as amended from time to time
Circular	this document dated 24 June 2013 addressed to the Shareholders
Company	Northern Venture Trust PLC
Directors or Board	the directors of the Company, whose names are set out on page 1 of this Circular
DRIS	the Northern Venture Trust PLC Dividend Investment Scheme established on 29 May 2009
Form of Proxy	the form of proxy for use at the General Meeting
FCA	the Financial Conduct Authority or its successor
FSMA	The Financial Services and Markets Act 2000
General Meeting	the 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 Thursday 18 July 2013
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)
Management Agreement	has the meaning set out on page 1 of this Circular
Manager	NVM Private Equity Limited
NAV	net asset value in pence per Ordinary Share
Offer	has the meaning set out on page 1 of this Circular
Official List	the Official List maintained by the Financial Conduct Authority in accordance with Part VI of the Financial Services and Markets Act 2000 (as amended from time to time)
Ordinary Shares	ordinary shares of 25p each in the capital of the Company
Shareholders	registered holders of Ordinary Shares

EXPLANATION OF THE BUSINESS TO BE CONSIDERED AT THE 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 (in person or by proxy) must be in favour of the resolution. For a special resolution to be passed, at least three-quarters of the votes cast (in person or by proxy) must be in favour of the resolution.

Resolutions 1 and 2: Authority to allot shares and disapplication of Shareholders' statutory pre-emption rights

Resolution 1

In addition to the authority conferred on the Directors at the AGM in respect of 10% of the issued ordinary share capital of the Company at 16 November 2012, being the date of the notice convening the AGM, Shareholders are being asked to grant the Directors authority to allot Ordinary Shares in the Company up to a maximum nominal value of £5,000,000, representing approximately 26% of the issued Ordinary Share capital of the Company at the date of the notice convening the General Meeting. The authority is intended to be used for the purposes of the Offer.

This authority will be effective until the conclusion of the next annual general meeting of the Company (expected to be held in December 2013) or, if earlier, 31 March 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, in pursuance of that offer or agreement as if this authority had not expired.

Resolution 2

This resolution supplements the Directors' authority to allot shares in the Company given to them by Resolution 1. The resolution authorises the Directors to allot Ordinary Shares, or sell treasury shares, for cash (otherwise than pro rata to existing Shareholders) up to an aggregate nominal value of £5,000,000 representing approximately 26% of the Company's issued ordinary share capital at the date of the notice convening the General Meeting. The authority is intended to be used for purposes of the Offer.

The authority will be effective until the conclusion of the next annual general meeting of the Company (expected to be held in December 2013) or, if earlier, 31 March 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.

Resolution 2 will be proposed as a special resolution.

Resolution 3: 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 2016 and, unless defeated, at five-yearly intervals thereafter. The proposed amendment to Article 146 requires the continuation resolution to be considered at the annual general meeting of the Company expected to be held in December 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 Offer, five years being the minimum holding period to ensure that investors retain the initial income tax relief on their subscription.

Article 146 of the Articles in its current form is set out below:

• 146 At the annual general meeting of the Company held in 2016 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 3 will be proposed as a special resolution.

Resolution 4: Amendments to Management Agreement

The Board believes that, subject to Shareholder approval, the management fee arrangements under the current Management Agreement should be amended to make part of the fee performance-related. The current Management Agreement was entered into between the Company and the Manager in 1997 and the Company has enjoyed a strong performance particularly in terms of maintaining the dividend flow in a period of low interest rates. The Board believes that implementing a management fee arrangement that is partly related to performance is important in cementing the successful long-term relationship between the Company and the Manager, rewarding strong performance and incentivising the Manager to ensure that the Company continues to deliver a steady performance in a competitive market. It will also bring the Company's management fee arrangements in line with current practice in the VCT funds market.

Under the current arrangements, the Manager receives a basic management fee payable quarterly in advance at the rate of 2.06% per annum of the net assets as shown in the balance sheet as at 31 March and 30 September in each financial year. It is proposed that the management fee arrangements be restructured so as to retain the current basic fee but also include a performance-related fee. The proposed performance-related fee will become payable only when the total return (defined as movement in NAV plus dividends paid) in a financial year exceeds a specified minimum hurdle rate. The hurdle rate will be a composite rate comprising (a) 7% on average long-term investments and (b) the higher of (i) base rate and (ii) 3% on average cash and near-cash investments during the year. The amount of cash or near-cash investments qualifying for the second category will be limited to 25% of total investments so that any excess of cash or near-cash investments over 25% of total investments will be subject to the higher rate of 7%. The performance-related fee in each financial year will be equivalent to 15% of the amount, if any, by which the total return exceeds the hurdle. Following a financial year or years in which NAV reduces, a "high water mark" will apply to the calculation of the performance-related fee whereby an amount equivalent to the reduction will be deducted from subsequent total returns achieved prior to any further performance-related fee calculation taking place. The performance-related fee is subject to a cap of 2.25% of opening NAV for the relevant financial year.

Northern Venture Trust PLC

Notice of General Meeting

Notice is hereby given that a 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 Thursday 18 July 2013 for the following purposes:

RESOLUTIONS

1 To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That in addition to the authority conferred on the Directors at the annual general meeting held on 14 December 2012, 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 £5,000,000 in connection with the Offer (as defined in the circular to shareholders dated 24 June 2013 (the "Circular") 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, 31 March 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, in pursuance of that offer or agreement as if this authority had not expired."

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

"That, subject to the passing of Resolution 1 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 1 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 £5,000,000 in connection with the Offer (as defined in the Circular) and shall expire on the conclusion of the next annual general meeting of the Company after the passing of this resolution or, if earlier, 31 March 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."

3 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 146 by deleting the date '2016' and substituting the date '2019'."

4 To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That the amendments to the Management Agreement as described in the Circular be and are hereby approved and the Company be and is authorised to enter into such agreements or documents required to implement such amendments as the Directors think fit."

By order of the Board

C D MELLOR

Secretary Northumberland House Princess Square Newcastle upon Tyne NE1 8ER 24 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 Tuesday 16 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 Tuesday 16 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 Tuesday 16 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 21 June 2013 (being the last business day prior to the date of this notice) the Company's issued share capital consisted of 75,586,112 ordinary shares each carrying one vote per share. Accordingly the total number of voting rights in the Company as at 21 June 2013 was 75,586,112.
• 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 Companies Act 2006. 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/nvtgm2013.
• 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 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 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 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 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.

Northern Venture Trust PLC

Form of Proxy for the General Meeting on 18 July 2013

I/We ……………………………………………………………………………………………………….………………………………………………………
(block capitals please)
of …………………………………………………………………………………………………………….…………………………………………………….
being a member of Northern Venture Trust 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 General Meeting of the Company to be held at 2.30pm on 18 July 2013, notice of which was sent to shareholders on 24 June 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 authorise the Directors to allot shares pursuant to Section 551 of the Companies Act 2006 in connection with the Offer	†	†	†
2	To disapply Section 561 of the Companies Act 2006 in relation to allotments of equity securities pursuant to the Offer	†	†	†
3	To amend the articles of association of the Company	†	†	†
4	To authorise amendments to the management and investment advisory agreement dated 6 November 1997 between the Company and the Manager	†	†	†
†	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
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Attendance indication

Shareholders who intend to attend the 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 General Meeting at 2.30pm on Thursday 18 July 2013 at the offices of SJ Berwin LLP, 10 Queen
Street Place, London EC4R 1BE	†

Signed: ………………………………………………………………………………	Date: ………………………………………………2013
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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.
• 1. 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.
• 1. Use of the form of proxy does not preclude a member from attending and voting in person.
• 1. Where the form of proxy is executed by an individual it must be signed by that individual or his or her attorney.
• 1. 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.
• 1. 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.
• 1. 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.
• 1. 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 Tuesday 16 July 2013.
• 1. 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.