Merger Update and Board Changes

MATRIX INCOME & GROWTH VCT PLC

Merger Update and Board Changes

20 May 2010

This announcement is made by Matrix Income & Growth VCT plc ("the Company") in
connection with the proposed merger of the Company with Matrix Income & Growth
3 VCT plc ("VCT 3") ("Scheme"), details of which were contained in the
Company's prospectus ("the Prospectus") and circular to shareholders ("the
Circular") both dated 14 April 2010.

The board of directors of the Company ("the Board") is pleased to advise that
the resolution proposed at the general meeting of VCT 3 held today was duly
passed to be able to implement and effect the Scheme.

By way of implementation of the Scheme, the assets and liabilities of VCT 3
have been transferred to the Company, in consideration for the issue of new
ordinary shares of 1p each in the capital of the Company ("Shares") as set out
below.

The total number of Shares issued to VCT 3 shareholders in connection with the
Scheme was 20,572,129, at a deemed issue price of 83.89934982p per share. The
current number of Shares in issue, therefore, is 40,912,118.

Application will shortly be made for all the Shares issued pursuant to the
Scheme to be admitted to the Official List and to trading on the main market of
the London Stock Exchange. It is expected that admission will become effective
and that trading will commence on 21 May 2010.

The Board further announces that following the Scheme becoming effective,
Christopher Moore has stepped down as a director of the Company and takes this
opportunity to thank him for the experience he has brought and the commitment
he has shown to the Company since the Company was launched.

For further enquiries please contact:

Rob Brittain or Sarah Penfold

Matrix Private Equity Partners LLP/Matrix-Securities Limited

Company Secretary

Telephone: [phone]