NORTHERN VENTURE TRUST PLC — Proxy Solicitation & Information Statement 2022

Nov 29, 2022

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 Reed Smith LLP at Broadgate Tower, 20 Primrose Street, London, EC2A 2RS at 11.30am on 12 January 2023 is set out on pages 5 to 6 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

Registered office: Forward House 17 High Street, Henley-In-Arden, B95 5AA

T 0330 223 1430 E vctshareholderenquiries@mercia.co.uk

Registered in England no 3090163

Directors: Simon Constantine, Chairman Richard Green Deborah Hudson Timothy Levett David Mayes

29 November 2022

Dear Shareholder

GENERAL MEETING – RENEWAL OF GENERAL AUTHORITIES

On 15 June 2022, the Company announced that it had changed its accounting reference date from 30 September to 31 March in order to align better with fund raising events and the reporting timetables for Northern 2 VCT PLC and Northern 3 VCT PLC. The financial year to 30 September 2022 has therefore been extended to cover the 18 months to 31 March 2023. Accordingly, the Company proposes to hold its next annual general meeting on 21 July 2023.

At the previous annual general meeting of the Company held on 7 January 2022, the Company received approval in respect of a number of resolutions which became effective until the next annual general meeting of the Company (which was initially expected to be held in January 2023) or, if earlier, 30 April 2023. As such, the authorities granted by these resolutions will expire prior to the next annual general meeting to be held in July 2023. In the interim, the Company therefore will hold a General Meeting to seek approval to renew these authorities prior to the next annual general meeting in July 2023.

The General Meeting will take place at the offices of Reed Smith LLP at Broadgate Tower, 20 Primrose Street, London, EC2A 2RS at 11.30am on 12 January 2023. The formal Notice of General Meeting is set out on pages 5 to 7 of this document. Shareholders are welcome to attend the General Meeting but should be aware that there will be no other business at the General Meeting save for the consideration of the Resolutions. You are encouraged to complete the Form of Proxy attached to this Circular and return it to the Company's registrars, Equiniti Limited, at Aspect House, Spencer Road, Lancing BN99 6DA to register your votes as soon as possible. They must receive it no later than 11.30 am on 10 January 2023.

The purpose of this document is to set out the background to, and reasons for, the Resolutions which are to be proposed at the General Meeting and to explain why the Directors consider them to be in the best interests of the Company and Shareholders and recommend that you vote in favour of the Resolutions. The Resolutions relate to the triennial approval of the Directors' remuneration policy and various annual resolutions to enable the Company to raise funds through the issue of new shares and to buy back shares in the market periodically.

Explanatory notes on all the business to be considered at this year's General Meeting appear on pages 3 and 4 of this document.

Action to be taken by Shareholders

If you would like to vote on the Resolutions you should complete the Form of Proxy attached to this Circular 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 11.30 am on 10 January 2023. This is particularly important if you will not be physically attending the meeting. 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 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, and unanimously recommends that you vote in favour of the Resolutions. 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

Simon Constantine Chairman

Definitions

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

Act	the Companies Act 2006
General Meeting	the general meeting of the Company to be held at the offices of Reed Smith LLP at Broadgate Tower, 20 Primrose Street, London, EC2A 2RS at 11.30am on 12 January 2023
Circular	this document dated 29 November 2022, 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 document
Form of Proxy	the form of proxy for use at the General Meeting
Manager	the Company's investment adviser, Mercia Fund Management Limited
Listing Rules	the listing rules published from time to time by the Financial Conduct Authority acting in its capacity as the United Kingdom Listing Authority under 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
Resolutions	resolutions 1 to 4 to be proposed at the General Meeting and each such resolution shall be a "Resolution"
Shareholders	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.

Resolution 1: Approval of the Directors' remuneration policy

The Company is required by the Act to seek Shareholders' approval of the Directors' remuneration policy as set out in the Directors' remuneration report at least every three years, or in the event of a change in the policy if sooner. The Directors' remuneration policy has remained unchanged since it was approved by Shareholders at the annual general meeting held in December 2019 and was most recently set out in the Directors' remuneration report on pages 22 and 23 of the Company's annual report for the year ended 30 September 2021. Shareholders are invited to vote to approve the Directors' remuneration policy as set out in the Company's last Directors' remuneration report.

Resolutions 2 and 3: Authority to allot shares and disapplication of Shareholders' statutory pre-emption rights

Resolution 2: Authority to allot shares

Shareholders are being asked, under the Act, 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 £8,356,196 (representing 20% of the issued ordinary share capital of the Company at the date of the notice convening the General Meeting). No shares are currently held in treasury. The Directors' current intention is that the authority granted by Resolution 2 will be used in connection with the issue of Ordinary Shares pursuant to the Company's dividend investment scheme.

This authority will be effective until the conclusion of the next annual general meeting of the Company (expected to be held in July 2023) or, if earlier, 31 October 2023 except insofar as commitments to allot shares have been entered into before that date.

Resolution 3: Disapplication of pre-emption rights

This Resolution supplements the Directors' general authority to allot shares in the Company given to them by Resolution 2 and 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 £8,356,196 (representing 20% of the issued ordinary share capital of the Company at the date of the notice convening the General Meeting).

This authority will be effective until the conclusion of the next annual general meeting of the Company (expected to be held in July 2023) or, if earlier, 31 October 2023, save that the Directors may so allot Ordinary Shares or sell treasury shares in pursuance of an offer or agreement entered into before the authority expires.

Resolution 3 will be proposed as a special resolution.

Resolution 4: Purchase of own shares

Under the Act, this Resolution authorises the Company to purchase in the market up to 16,712,392 Ordinary Shares (representing 10% of the issued ordinary share capital share capital of the Company at the date of the notice convening the General Meeting) at a minimum price per share of 25p (excluding expenses) and a maximum price per share of not more than 105% (excluding expenses) 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 2023) or, if earlier, 31 October 2023.

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-termborrowings.

The cap on the price payable contained in the proposed Resolution reflects 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 will become treasury shares which the Company can cancel or hold for sale for cash.

Resolution 4 will be proposed as a special resolution.

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 Reed Smith LLP at Broadgate Tower, 20 Primrose Street, London, EC2A 2RS at 11.30am on 12 January 2023 for the following purposes:

RESOLUTIONS

• 1 To approve the Directors' remuneration policy.
• 2 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 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 £8,356,196 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 October 2023, 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."

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

"That, subject to the passing of Resolution 2 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 2 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 £8,356,196 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 October 2023, 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."

4 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 25p each provided that:

• (a) the maximum aggregate number of ordinary shares hereby authorised to be purchased is 16,712,392;
• (b) the minimum price (excluding expenses) which may be paid for an ordinary share shall be 25p 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, 31 October 2023, 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."

By order of the Board

Mercia Company Secretarial Services Limited

Secretary Forward House 17 High Street Henley-In-Arden

B95 5AA 29 November 2022

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 speak and on a poll, to vote in his or her stead at the meeting. A proxy need not be a member of the Company however. 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 11.30 am on 10 January 2023.
• 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 6.30 pm on 10 January 2023 shall be entitled to 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 6.30 pm on 10 January 2023 (or after 6.30 pm on the day which is two working days before any adjourned meeting) shall be disregarded in determining the rights of any person to vote at the meeting.
• 5 As at 28 November 2022 (being the last business day prior to the date of this notice) the Company's issued share capital consisted of 167,123,927 ordinary shares each carrying one vote per share. Accordingly, the total number of voting rights in the Company as at 28 November 2022 was 167,123,927.
• 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 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 or her 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 https://www.mercia.co.uk/vcts/nvt/.
• 9 Section 319A of the Act requires the Directors to answer any question 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 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 https://www.mercia.co.uk/vcts/nvt/ a statement setting out any matter such members propose to raise at the 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 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 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.

PAGE INTENTIONALLY LEFT BLANK

Northern Venture Trust PLC

Form of Proxy for the General Meeting on 12 January 2023

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 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 11.30 am on 12 January 2023 notice of which was sent to shareholders on 29 November 2022, and at any adjournment thereof. The proxy will vote as indicated below in respect of the Resolutions set out in the notice of meeting:

For	Against	Vote withheld
!	!	!
!	!	!
	!	!
	!	!
Please refer to the notes overleaf
		2022/23
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 in person at 11.30 am on 12 January 2023
		2022/23
		! ! ……………………… ………………………

If you are unable to attend the General Meeting and wish to pass on any comments to the Board, please use the box below.

Comments to or questions for the Board:

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 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 11.30 am on 10 January 2022.
• 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.
• 10 If you wish to pass on any comments or put any questions to the Board, please use the box above.