Notice of EGM

Northern 2 VCT PLC
19 December 2000

                              NORTHERN 2 VCT PLC

              PROPOSED INCREASE IN THE AUTHORISED SHARE CAPITAL

          AND GRANT OF AUTHORITY TO ISSUE ORDINARY SHARES OF 5P EACH

Introduction

The Company announces today proposals to increase the Company's authorised
share capital and to authorise further share issues for cash in offers to both
Shareholders and the public. A Circular is being posted to Shareholders today
explaining the background to these proposals and to request Shareholders'
support for the resolutions which will be proposed at an Extraordinary General
Meeting of the Company to be held on Tuesday 16 January 2001.

Details of the proposed further issue of Ordinary Shares

Subject to Shareholders' approval of the proposed increase in authorised share
capital and the proposed authority to issue further shares, it is intended
that your Company will raise further cash for investment of approximately £25
million by way of offers to Shareholders and members of the public. The offers
will be made firstly to Shareholders, by way of an open offers of new Ordinary
Shares pro rata to their existing shareholdings in the Company on the basis of
one new Ordinary Share for each existing Ordinary Share held at the relevant
record date, and to the extent that Shareholders do not take up their pro rata
entitlement by 15 February 2001, any remaining shares will be offered to
members of the public by way of offers for subscription.

Shareholders should be aware that the proposed open offer will not be a rights
issue. New Ordinary Shares not taken up by Shareholders under their pro rata
entitlement will be available for subscription by members of the public under
the proposed offers.

It is proposed that the offers will cover both the 2000/01 and 2001/02 tax
years. It is envisaged that a prospectus relating to the proposed offers will
be issued as soon as practicable after the Extraordinary General Meeting and
that the 2000/01 offer will close on 5 April 2001 and that the 2001/02 offer
will remain open for acceptance until 12 April 2001, unless extended.
Shareholders will receive priority application rights for their pro rata
entitlement only until 15 February 2001. The 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. The
Directors intend to declare a second interim dividend in respect of the year
ending 31 January 2001 and prior to Admission of any new Ordinary Shares
proposed to be issued under the proposed offers. The new Ordinary Shares to be
issued under the proposed offers will not rank for such a dividend. Fractions
of Ordinary Shares will not be issued under the proposed offers. Application
will be made for Admission of the new Ordinary Shares and it is proposed that
Admission will be effected in tranches with Admission of the first tranche
taking effect on 21 February 2001.

It is envisaged that definitive share certificates in respect of any Ordinary
Shares issued under the proposed offers will be issued within 21 days of
Admission. No temporary documents of title will be issued. Ordinary Shares
issued under the proposed offers may be dematerialised at the option of the
recipients and entered on the CREST system as the existing Ordinary Shares
presently are.

Reasons for the proposed further issue of Ordinary Shares

As at the date of this letter, the Company has completed 26 venture capital
investments totalling approximately £10.6 million, representing some 46% of
the Company's net assets. With many of the UK's venture capital providers
concentrating on investments of £5 million and above, the Company's Manager
continues to receive a strong flow of new investment opportunities, and on the
basis of progress to date and current deal flow the Directors believe that the
conditions for qualification as a venture capital trust will be satisfied well
ahead of the target date of 31 January 2002.

The Directors believe that the next four months are likely to present an
excellent opportunity for the Company to make a substantial further issue of
Ordinary Shares in order to sustain and expand its continuing investment
programme. The Directors believe that such an increase in the Company's
capital is in Shareholders' interests since it will:


  * permit a broader spread of investments in the Company's venture capital
    portfolio

  * spread the Company's fixed costs over a wider base, and

  * enhance the prospects for improved market liquidity in the Company's own
    shares in the future.

Increase in authorised share capital and authority to make further share
issues

The Company's present authorised share capital is £1,500,000, comprising
30,000,000 Ordinary Shares of which 24,191,595 have been allotted and fully
paid. By a special resolution passed at the Company's annual general meeting
on 27 April 2000, the Directors were empowered to allot new equity shares up
to an aggregate nominal value of £114,340 (that is 2,286,790 Ordinary Shares),
being an amount equivalent to 10% of the then allotted and fully paid capital.
1,357,600 shares have been allotted to date under these powers. It is now
proposed that the Company's authorised share capital be increased by £
1,500,000 to £3,000,000, comprising 60,000,000 Ordinary Shares, a 100%
increase in the authorised share capital of the Company.

In addition the Directors seek a further power to allot shares for cash under
Section 80 of the Act otherwise than in accordance with the statutory
pre-emption rights set out in Section 89(1) of the Act up to a maximum nominal
amount of £1,209,580, being 24,191,595 Ordinary Shares (equivalent to 100% of
the existing issued Ordinary Share capital) in order to issue shares under the
proposed share offers.

The authorities conferred by these resolutions will expire at the conclusion
of the next annual general meeting of the Company or on the date which is 15
months from the date on which the resolution is passed, whichever is the
earlier, and will only be exercised by the Board in connection with the
proposed share offers described above.

Extraordinary General Meeting

The proposals outlined in the Circular are conditional upon the approval of
Shareholders at the Extraordinary General Meeting to be held on Tuesday 16
January 2001. The Notice convening this meeting is set out at the end of the
Circular together with the Form of Proxy for use at this meeting. Resolution
1, which is an ordinary resolution, seeks authority to increase the authorised
share capital of the Company by £1,500,000 to £3,000,000 by the creation of
30,000,000 additional Ordinary Shares. Resolution 2, which is an ordinary
resolution, and resolution 3, which is a special resolution, seek authority to
issue up to 24,191,595 Ordinary Shares for cash and disapply statutory
pre-emption rights.

Action to be taken by shareholders

It is important that Shareholders complete the Form of Proxy and return it to
the Company's registered office no later than 12.30pm on Sunday 14 January
2001. Completion and return of the Form of Proxy will not preclude
Shareholders from attending the Extraordinary General Meeting and voting in
person should they so wish.

Recommendation

The Directors consider that the proposals relating to the increase in the
Company's authorised and issued share capital are in the best interests of the
Company and its Shareholders as a whole and unanimously recommend Shareholders
to vote in favour of resolutions 1 to 3 to be proposed at the Extraordinary
General Meeting as they intend to do in respect of their own beneficial
holdings which, in aggregate, amount to 333,187 Ordinary Shares representing
approximately 1.4% of the issued Ordinary Share capital of the Company.

Definitions

In the Circular and in this announcement, unless the context otherwise
requires, the following expressions bear the following meanings:
'Act'          the Companies Act 1985
'Admission'    admission of Ordinary Shares to the Official List of the UK
               Listing Authority and to trading on the London Stock Exchange's
               market for listed securities
'Circular'     the document dated 19 December 2000, addressed to the
               Shareholders
'Company'      Northern 2 VCT PLC
'Directors' or the directors of the Company, whose names are set out on page 3
'Board'        of the Circular
'Extraordinary the extraordinary general meeting of the Company to be held at
General        the offices of S J Berwin & Co at 222 Gray's Inn Road, London
Meeting'       WC1X 8HB at 12.30pm on 16 January 2001
'Form of       the form of proxy for use at the Extraordinary General Meeting
Proxy'
'London Stock  London Stock Exchange plc
Exchange'
'Manager'      Northern Venture Managers Limited, which is regulated in the
               conduct of investment business by Investment Management
               Regulatory Organisation Limited
'Ordinary      ordinary shares of 5p each in the capital of the Company
Shares'
'Shareholders' holders of Ordinary Shares
'UK Listing    the Financial Services Authority acting in its capacity as the
Authority'     competent authority for the purposes of Part IV of the Financial
               Services Act 1986, as amended