Total Voting Rights

Matrix Income & Growth 2 VCT plc

Voting Rights and Capital

1 May 2006

For the purposes of the transitional provisions of the Financial Services
Authority's Disclosure and Transparency Rules, the total number of shares in
Matrix Income & Growth 2 VCT plc in issue as at the date of this notice is as
follows:

Class         Nominal Value per share    Number in issue Voting rights attached
                                                                               
Ordinary                        1.00p         12,041,147             12,041,147
                                                                               
C Ordinary                      1.00p          9,145,990              9,145,990

The Company does not hold any shares in treasury.

Therefore, the total number of voting rights in Matrix Income & Growth 2 VCT
plc is 21,187,137.

The above figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, Matrix Income & Growth 2 VCT plc
under the FSA's Disclosure and Transparency Rules.