Proposals to merge the Company's share classes

ANNOUNCEMENT

MATRIX INCOME & GROWTH 2 VCT PLC

13 AUGUST 2010

RECOMMENDED PROPOSALS TO MERGE THE SHARE CLASSES OF THE COMPANY AND MAKE
CONSEQUENTIAL AMENDMENTS TO THE ARTICLES, RENEW AND INCREASE THE AUTHORITY TO
ISSUE AND BUY-BACK SHARES, AMEND THE INVESTMENT POLICY OF THE COMPANY AND
CANCEL THE SHARE PREMIUM ACCOUNT OF THE COMPANY.

SUMMARY

The board of directors of the Company ("Board"), which is managed by Matrix
Private Equity Partners LLP ("Matrix Private Equity"), is pleased to advise
that they are today writing to shareholders with proposals to consolidate the
share classes of the Company into one class of share ("Share Merger").

The Share Merger, if approved, is expected to become effective on 10 September
2010. The proposal requires the approval of resolutions to be proposed to
shareholders of the Company at an extraordinary general meeting and separate
class meetings to be held on 9 September 2010 ("the Meetings").

It is also proposed to amend the investment policy of the Company in relation
to its uninvested cash, renew and increase share issue and share repurchase
authorities and cancel the share premium account of the Company. The proposals
require the approval of resolutions to be proposed to shareholders of the
Company at the Meetings.

BACKGROUND

The Company was originally launched in 2000 and raised funds pursuant to an
issue of ordinary shares of 1p each ("Ordinary Shares"). Approval from
shareholders was obtained in 2005 to create and issue C ordinary shares of 1p
each ("C Shares"), this fund being largely raised in 2009. It was agreed that
the Company should raise this additional capital through a separate class of
shares to enable the Company to raise additional capital on a basis which would
be entirely neutral to any changes in net asset value of the Ordinary Shares
fund.

The Ordinary Shares and C Shares have been managed as separate funds as
envisaged at the time of launch of the C Shares. It was, however, provided that
a merger of the Ordinary Shares and C Shares would take place when the Board
believed it to be in the best interests of shareholders for the funds to be
merged.

The portfolios of both the Ordinary Shares fund and the C Shares fund are now
established and are pursuing a common investment policy. Separate share classes
can also result in additional annual expenses in relation to registrars,
auditors and other fixed fees. The Board, therefore, believes it to be in the
best interests of both the shareholders and the Company to merge the Ordinary
Shares and C Shares into one class of share to achieve simplification and to
reduce administrative and other costs.

The Board therefore propose to merge the share classes which will provide the
Company with cost savings and strategic benefits.

THE SHARE MERGER

The Share Merger will be effected by first merging the Ordinary Shares into the
C Shares and then redesignating the C Shares as Ordinary Shares (this being
referred to herein as "New Ordinary Shares").

The Share Merger will be completed by reference to the relative NAVs of the
Ordinary Shares fund and the S Shares fund (adjusted for dividends to be paid)
as at close of business on 9 September 2010.

MATRIX PRIVATE EQUITY PARTNERS LLP AND THE MANAGEMENT, ADMINISTRATION AND
PERFORMANCE INCENTIVE ARRANGEMENTS

Matrix Private Equity is the Company's investment manager and it has also
assumed the responsibilities of providing administrative services in place of
Matrix-Securities Limited following a reorganisation of the Matrix Group.
Matrix Private Equity will continue to be the investment manager to the Company
following the Share Merger.

The management and administration arrangements for the Company with Matrix
will, remain the same in all material respects, the only material changes being
that the numerous existing annual management and administration agreements for
the Company and Matrix will be amalgamated into one agreement across the merged
Share class and that those payments presently made quarterly in arrears will be
made quarterly in advance. This is to reflect the fact that the administration
services originally provided by Matrix-Securities are now provided by Matrix
Private Equity following a re-organisation of the Matrix group structure.

In connection with the two different management incentive schemes, the
underlying objective has been to retain the existing arrangements so that
Shareholders are not disadvantaged and, on this basis, the Board considers that
this is best achieved by the existing performance incentive arrangements
continuing in place within the merged Share class.

AMENDMENT TO THE INVESTMENT POLICY

Shareholders will be aware that the income earned on the Company's funds
awaiting investment, currently held in cash and lower risk money market funds,
has fallen to very low levels, adversely affecting the level of income
dividends shareholders can receive. The Board believes that the current
investment policy on these funds constrains them from considering a wider range
of alternatives to the current holdings in money-market funds. Accordingly,
shareholders are being asked to approve a change in investment policy relating
to the funds awaiting investment.

The Board will consider whether the Company's cash resources could be invested
in a wider range of opportunities, to aim to achieve a higher rate of income
return, while still aiming to safeguard the Company's capital.

ISSUE OF SHARES AND CANCELLATION OF SHARE PREMIUM ACCOUNT

The Board also proposes to renew and increase the authorities to issue and
buy-back shares, and to cancel the share premium account of the Company.

EXPECTED TIMETABLE

Share Merger NAV Reference Date                          close of business on 9
                                                                 September 2010
                                                                               
Extraordinary General Meeting                      12.30 pm on 9 September 2010
                                                                               
Ordinary Share Class Meeting                       12.40 pm on 9 September 2010
                                                                               
C Share Class Meeting                              12.45 pm on 9 September 2010
                                                                               
Record Date and Share Merger NAV Reference Date          close of business on 9
for the Sharere Merger                                           September 2010
                                                                               
Effective Date for the Share Merger                           10 September 2010
                                                                               
Amendment to the listing of Shares                            13 September 2010
                                                                               
CREST accounts re-credited                                    14 September 2010
                                                                               
Certificates for the New Ordinary Shares                      24 September 2010
dispatched                                                                     

FURTHER INFORMATION

Shareholders will receive a copy of a circular convening the Extraordinary
General Meeting and separate class meetings to be held on 9 September 2010 at
which shareholders will be invited to approve resolutions in connection with
the proposals. A copy of the circular for the Company has also been submitted
to the UK Listing Authority and will be shortly available for inspection at the
UK Listing Authority's Document Viewing Facility which is situated at:

Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Telephone: [phone]

For further information, please contact:

Investment Manager to the Company
Matrix Private Equity Partners LLP

Mark Wignall
Telephone: [phone]

Administrator to the Company
Matrix Private Equity Partners LLP/Matrix-Securities Limited

Robert Brittain/Ross Lacey
Telephone: [phone]

Solicitors to the Company
Martineau

Kavita Patel
Telephone: [phone]