Notice of EGM

Northern 3 VCT PLC
19 December 2002





                               NORTHERN 3 VCT PLC

             GRANT OF AUTHORITY TO ISSUE ORDINARY SHARES OF 5P EACH


Introduction



The Company announces today proposals to authorise further share issues for cash
by way of offers to the public including Shareholders.  A Circular is being
posted to Shareholders explaining the background to these proposals and to
request Shareholders support for these resolutions which will be proposed at an
Extraordinary General Meeting of the Company to be held on Wednesday 22 January
2002.



Details of the proposed further issue of Ordinary Shares



Subject to Shareholders' approval of the proposed authority to issue further
Ordinary Shares, it is intended that your Company will raise further cash for
investment of approximately £15 million by way of offers to members of the
public, including Shareholders, and retain the ability to allot Ordinary Shares
if there is further demand following the close of the proposed offers.
Shareholders who make a valid application under the proposed offers by 14
February 2003 will be guaranteed an allotment of new Ordinary Shares up to the
number of Ordinary Shares held by them as at the close of business on 21 January
2003.



Shareholders should be aware that the proposed offers will not be in the form of
a rights issue and that, consequently, Shareholders not taking up the offers
will not have any entitlement to additional Ordinary Shares and their
shareholding may be diluted by the new Ordinary Shares to be issued.  New
Ordinary Shares not taken up by Shareholders under their guaranteed entitlement
will be made available for subscription by members of the public under the
proposed offers.



It is proposed that the offers will cover both the 2002/03 and 2003/04 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 2002/03 offer will close on 5 April 2003 and that the 2003/04 offer
will remain open for acceptance until 21 April 2003, unless extended.
Shareholders will have guaranteed allotment rights only until 14 February 2003.



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.  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 3 March 2003.



It is envisaged that definitive share certificates in respect of any Ordinary
Shares issued under the proposed offers will be issued within 14 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.



Reasons for the proposed further issue of Ordinary Shares



As at the date of this letter, the Company had raised £14,389,829 (before issue
expenses) from the issue of Ordinary Shares to members of the public under the
Initial Share Offers and subsequently under an authority to allot Ordinary
Shares up to a maximum nominal value of 10% of the issued share capital of the
Company following the close of the Initial Share Offers.



As at the date of this letter, the Company had completed 8 venture capital
investments totalling approximately £2.2 million, representing some 16% of the
Company's net assets.  With many of the UK's venture capital providers
concentrating on investments of £5 million and above, our Manager continues to
receive a strong flow of new investment opportunities, and on the basis of
progress to date and current deal flow your Directors believe that the
conditions for qualification as a venture capital trust will be satisfied ahead
of the target date of 30 September 2004.



Your 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.  Your Directors believe that such an increase in the Company's
capital is considered to be in Shareholders' interests since it will permit a
broader spread of investments in the Company's venture capital portfolio, and
spread the Company's fixed costs over a wider base.



Authority to make further share issues



The Company's present authorised share capital is £2,500,000, comprising
50,000,000 Ordinary Shares of which 14,389,829 have been allotted and fully
paid.  By a special resolution passed at an extraordinary general meeting held
on 20 September 2001, the Directors were empowered to allot Ordinary Shares up
to an aggregate nominal value equivalent to 10% of the allotted and fully paid
capital immediately following the close of the Company's Initial Share Offers.
463,682 Ordinary Shares have been allotted to date under these powers.



Your Directors now seek a further power to allot all the Company's authorised
but unissued Ordinary Shares for cash under Section 80 of the Act.  In addition
your Directors are now seeking a further power to issue 15,000,000 Ordinary
Shares under the proposed offers and subsequently up to 10% of the enlarged
share capital following the close of the proposed offers, otherwise than in
accordance with the statutory pre-emption rights set out in Section 89(1) of the
Act. This represents a maximum of 17,937,482 Ordinary Shares (assuming full
subscription under the proposed offers) equivalent to 124% of the existing
issued Ordinary Share capital.



The authority conferred by the resolution to allot Ordinary Shares for cash
under Section 80 of the Act will expire on the date which is five years from the
date on which the resolution is passed. The authority conferred by the
resolution for allotting Ordinary Shares otherwise than in accordance with
Section 89(1) of the Act will expire at the conclusion of the next annual
general meeting of the Company or on the date on which is 15 months from the
date on which the resolution is passed, whichever is the earlier.



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 Wednesday 22
January 2003.  The Notice convening this meeting is set out at the end of the
Circular together with the Proxy Form for use at this meeting.  Resolution 1,
which is an ordinary resolution, seeks authority to issue all authorised but
unissued Ordinary Shares in the Company for cash.  Resolution 2, which is a
special resolution, seeks authority to  disapply statutory pre-emption rights in
respect of the issue of up to 15,000,000 Ordinary Shares under the proposed
offers and up to 10% of the enlarged share capital of the Company following the
close of the proposed offers.



Action to be taken by shareholders



Please complete the Proxy Form and return it to Lloyds TSB Registrars at The
Causeway, Worthing BN99 6DA so as to arrive no later than 2.15pm on Monday 20
January 2003.  Completion and return of the Proxy Form will not preclude you
from attending the Extraordinary General Meeting and voting in person should you
so wish.



Recommendation



The Directors consider that the proposals relating to the proposed issue of new
Ordinary Shares 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 and 2 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
163,600 Ordinary Shares representing approximately 1.1% 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 2002, addressed to the
                                                Shareholders


'Company'                                       Northern 3 VCT PLC


'Directors' or 'Board'                          the directors of the Company, whose names are set out on page
                                                3 of the Circular


'Extraordinary General Meeting'                 the extraordinary general meeting of the Company to be held
                                                at the offices of S J Berwin at 222 Gray's Inn Road, London
                                                WC1X 8XF at 2.15pm on 22 January 2003 or such time as the
                                                Annual General Meeting of the Company to be held on that date
                                                shall have been completed or adjourned


'Initial Share Offers'                          the initial share offers made by the Company as set out in
                                                the prospectus issued by the Company dated 26 September 2001


'London Stock Exchange'                         London Stock Exchange plc


'Manager'                                       Northern Venture Managers Limited, which is regulated in the
                                                conduct of investment business by the Financial Services
                                                Authority


'Ordinary Shares'                               ordinary shares of 5p each in the capital of the Company


'Proxy Form'                                    the proxy form for use at the Extraordinary General Meeting


'Shareholders'                                  holders of Ordinary Shares


'UK Listing Authority'                          the Financial Services Authority acting in its capacity as
                                                the competent authority for the purposes of Part VI of the
                                                Financial Services and Markets Act 2000




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