Amended Notice of EGM

Matrix Venture Fund VCT PLC
29 July 2005

Matrix Venture Fund VCT plc (the "Company" or "Fund")


Amended Notice of Extraordinary General Meeting ("EGM")


Change of EGM date to 7 September 2005


A circular is being sent to shareholders requisitioning an EGM to be held at the
offices of Matrix Group Limited, One Jermyn Street, London SW1Y 4UH at 10.30 am
on 7 September 2005.  Please note that the Company announced on 8 July 2005 that
the EGM was to be held on 11 August 2005, but this has now been changed.



The purpose of the EGM is to approve resolutions to change the name of the
company to Matrix Income & Growth 2 VCT plc and to approve related party
transactions in connection with a proposed offer for subscription of C shares.



The circular also details changes at the Company's investment manager and a
broadening of the investment strategy.



Further information on the above is set out below.



Contacts:



Matrix Venture Fund VCT plc  Mark Wignall     Tel: [phone]



Williams de Broe Plc        Richard Lindley   Tel: [phone]



Proposed change of name

The Directors propose to change the name of the Company to Matrix Income &
Growth 2 VCT plc. This name reflects the new investment strategy and places the
Company alongside the existing Matrix Income & Growth VCT plc.



Related party transactions

The Directors intend to implement the proposals approved by shareholders in
March 2004 to raise further funds by way of a C share offer for subscription.
It is proposed that the capital raised by the issue of C shares will create a
separate fund (the "C Share Fund").  The Directors intend to launch the further
fundraising this autumn.



As part of the arrangements for this proposed C share issue, the Directors
intend to enter into agreements with Matrix-Securities Limited ("
Matrix-Securities") and Matrix Private Equity Partners Limited ("MPEP") for the
provision of promotion and investment management services.  The investment
management services to be provided by MPEP will replace those currently being
provided by Matrix Private Equity Limited.  These agreements will both be
regarded as related party transactions under the Listing Rules.



Proposed management and performance incentive arrangements

MPEP will be paid a fund management fee of 2% per annum of the value of the net
assets of the C Share Fund.  In addition, the management fee payable on the
ordinary share fund will also be reduced at that time to 2% from 2.5%.   The
Directors believe that these arrangements reflect current market conditions and
are appropriate to the Company at the present time.



As is customary in the private equity industry, MPEP, as investment manager will
also receive a performance related incentive fee, to reward exceptional
performance, in respect of the management of the C Share Fund. A new carried
interest agreement will entitle MPEP, from the end of the Company's third annual
reporting period, to receive a performance fee of 20% of the excess above 6p per
C share of the annual dividends paid to the holders of C shares. After the
Company's third annual reporting period following the launch of the C share
offer this 6p hurdle will rise in line with the Retail Price Index (All Items).
The performance fee will only be payable if the mean net asset value per C share
over the year relating to payment has remained at or above 100p. The performance
fee will be payable annually, with any cumulative shortfalls below the 6p per
share hurdle having to be made up in later years. No changes are proposed to the
performance related incentive fee in respect of the ordinary share fund.



Proposed arrangements for the appointment of a promoter

As promoter, Matrix-Securities will market the proposed C share offer for
subscription to potential investors and independent financial advisers.  A
promoter's agreement will be entered into under which the Company will pay to
Matrix-Securities a commission of 5.5% of the gross amount subscribed under the
offer for subscription.  Out of this fee Matrix-Securities will pay all costs
agreed between the Company and the promoter, including charges and expenses of
or incidental to the offer, including the fees of the sponsor in connection with
the offer and the initial (but not annual trail) commission payable to
independent financial advisers. The agreement will contain a warranty given by
the Directors to Matrix-Securities in relation to the accuracy of the
information in the prospectus.  The Company will also agree to indemnify
Matrix-Securities against specified losses suffered in respect of its role as
promoter. There will be no time limits on these indemnities.



Recommendation

The Directors consider that the proposals referred to in the circular are in the
best interests of the Company and its shareholders as a whole.



The Directors consider the proposed management and performance incentive
arrangements for MPEP in respect of the C Share Fund and the arrangements for
the appointment of Matrix-Securities as the promoter in respect of the proposed
C share offer for subscription to be fair and reasonable so far as the
shareholders of the Company are concerned and have been so advised by Williams
de Broe Plc.



Accordingly, the Directors recommend Shareholders to vote in favour of the
special resolutions to be proposed at the Extraordinary General Meeting, as
they, other than Kenneth Vere Nicoll, intend to do in respect of their own
beneficial shareholdings totalling 58,794 ordinary shares (representing 0.46% of
the issued share capital of the Company).



Kenneth Vere Nicoll, a Director of the Company, is also a director and
shareholder of Matrix Group and will abstain from voting on the resolutions to
appoint Matrix-Securities as promoter and MPEP as the investment manager.  He
has also undertaken to take all reasonable steps to ensure that his associates
and any employees or directors of companies in the Matrix Group, including
Matrix Private Equity, MPEP and Matrix-Securities, who hold shares in the
Company, will not vote on these resolutions.






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