Amend to Arts/Grant of Author

Northern Venture Trust PLC
02 February 2005


Northern Venture Trust PLC (the 'Company')

Proposed amendment to the Articles, extension of the life of the Company, grant
of authority to purchase Ordinary Shares and grant of authority to issue
Ordinary Shares

A copy of the above document has now been posted to shareholders. The full text
of the Chairman's letter is set out below.

Dear Shareholder

Proposed amendment to the Articles, extension of the life of the Company, grant
of authority to purchase Ordinary Shares and grant of authority to issue
Ordinary Shares

Introduction

In my statement on pages 2 and 3 of Northern Venture Trust's annual report for
the year ended 30 September 2004, I reminded Shareholders that a vote on the
continuation of the Company was due to take place in 2005. I indicated that your
Board intended to recommend an extension of the Company's life for a further
five years, and that we were actively considering how best to satisfy the
aspirations of Shareholders who now wished to realise part or all of their
investment as well as those of Shareholders who might wish to subscribe for
additional Shares in the Company with the benefit of the enhanced VCT tax
reliefs introduced in the 2004 Budget.

As a result of these deliberations your Board has today announced proposals to
(i) amend the Articles, (ii) continue the Company's operations for a further
five years, (iii) authorise the Company to purchase Ordinary Shares through a
tender offer and (iv) authorise the Company to issue Ordinary Shares for cash by
means of top-up offers to existing Shareholders and new investors. I am writing
to explain 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 Thursday 24 February 2005.

Proposed amendment to the Articles

When the Company was launched in 1995, your Board considered that Shareholders
should have the opportunity to review the future of the Company at appropriate
intervals. Accordingly, the Articles contain a provision requiring the Directors
to convene an extraordinary general meeting immediately after the tenth annual
general meeting to vote on a special resolution that the Company be wound up
voluntarily. If this resolution is not passed by Shareholders, the Directors are
obliged to propose such a resolution to Shareholders at every fifth anniversary
thereafter.

The Company's tenth annual general meeting is scheduled to take place in
December 2005, and in the normal course of events an extraordinary general
meeting to consider a winding-up resolution would have been convened immediately
thereafter. However the Directors believe that it would be inappropriate to
proceed with the other proposals referred to in this Circular without first
seeking Shareholders' approval of the continuation of the Company for a further
five years, and accordingly a continuation resolution will be proposed at the
Extraordinary General Meeting on 24 February 2005.

As the resolution to extend of the life of the Company is being brought forward,
the Articles need to be amended accordingly. The text of the revised Article 149
is set out in Resolution 1 in the notice of the Extraordinary General Meeting.
In line with the now well-established practice in the VCT sector, Shareholders
will be asked to vote on a resolution that the Company should continue as a VCT
for a further five years, and the resolution shall only be deemed to be not
passed if the vote is put to a poll and the votes against the resolution (a)
constitute a majority against the resolution and (b) represent at least 25% of
the total number of votes capable of being cast on the resolution. These changes
will not only avoid the potential confusion caused by the existing Article 149,
which requires Shareholders to vote againsta winding-up resolution in order to
approve the Company's continuation, but also give some measure of protection
against the Company's life being ended by the continuation resolution being
defeated by a small number of Shareholders on a low poll. If the continuation
resolution is not passed then the Directors will, as at present, be required to
put proposals to Shareholders for the voluntary liquidation, unitisation or
other reorganisation of the Company.

Proposed extension of the life of the Company

Over the nine years to September 2004, the Company completed 93 venture capital
investments at a cost of £55.2 million and distributed a total of 44 pence per
share to investors by way of tax-free cash dividends. At 30 September 2004 the
Company had net assets of £35.3 million, equivalent to 89.6 pence per share, and
its venture capital portfolio comprised 53 holdings with an aggregate value of
£27.3 million. (Source: Company's annual report and audited accounts 2004.)

Your Board considers that there is a strong case for the continuation of the
Company. Whilst past performance is no guarantee of future success, your Board
and the Manager believe that the venture capital portfolio has the potential for
further growth and that market conditions should for the foreseeable future
remain conducive to the sourcing of suitable, high-quality new investment
propositions for the Company. The portfolio contains a well-balanced range of
investments at various stages of maturity and the Company's strategy has been to
achieve an orderly cycle of investments and realisations so as to optimise the
returns to Shareholders over a period of time. The Directors believe that
continuation will enable the future return on the Company's investments to be
maximised; by contrast, the forced liquidation of a portfolio of mainly unquoted
investments would be unlikely to realise full value, and the return of cash to
Shareholders could be protracted.

The Directors also consider it likely that many Shareholders will have taken
advantage of the capital gains deferral relief which was available on VCT
subscriptions until 5 April 2004 and would prefer not to crystallise their
deferred gains as a result of the liquidation of the Company.

Proposed tender offer to purchase Ordinary Shares

Whilst recognising the arguments for continuation, the Directors acknowledge
that some Shareholders may now wish to have the opportunity to dispose of part
or all of their investment in the Company. As is the case with many other VCTs,
the Company's Ordinary Shares have often suffered from a lack of liquidity in
the market. In response to this the Company has at each annual general meeting
since 1997 sought renewal of its authority to purchase up to 10% of its issued
Shares in the market for cancellation. During the year ended 30 September 2004
the Company purchased 521,400 Shares, representing 1.3% of the total Shares in
issue at the beginning of the year.

In the event that Shareholders approve the continuation of the Company, your
Board intends to provide an opportunity for Shareholders to dispose of Ordinary
Shares at a narrow discount to the underlying net asset value, and without
incurring dealing costs. Your Board therefore proposes that a tender offer be
made in the near future to purchase up to 10% of the current issued share
capital of the Company, which would represent 3,965,490 Ordinary Shares, at a
price representing a discount of 5% to the latest published net asset value,
subject to a minimum of 25p (the par value) per Ordinary Share. The tender offer
will give Shareholders the right to tender up to 10% of their Ordinary Shares on
a pro rata basis and the opportunity to tender more than their pro rata
entitlement subject to the take up of the offer by other Shareholders.

The Directors estimate that on the basis of the 39,654,901 Ordinary Shares in
issue at the date of this Circular and the audited net asset value per share of
89.6p as at 30 September 2004, it would cost the Company approximately £3.4
million to fulfil the tender offer in the event of full take-up by Shareholders.
The Company has sufficient liquid resources to meet this commitment without
recourse to borrowing.

Proposed further issue of Ordinary Shares

The Board believes that some Shareholders may, if the life of the Company is
extended, wish to subscribe for new Ordinary Shares in the Company, so providing
the Company with further funds for investment whilst taking advantage of the
enhanced level of income tax relief at 40% available to investors in VCTs until
5 April 2006. Accordingly, 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 up to approximately £8 million by way
of small top-up offers to Shareholders and members of the public, as well as
through the Company's dividend reinvestment scheme. Applications from existing
Shareholders under the small top-up offers will be given priority over those
from the general public until 10 March 2005, following which all applications
will be considered on a first come first served basis.

Your Board is therefore seeking authority to issue up to 8,000,000 new Ordinary
Shares for cash, representing approximately 20.2% of the current issued share
capital of the Company at the date of this letter. This authority will expire at
the conclusion of the next annual general meeting or, if earlier, fifteen months
from the date of the Extraordinary General Meeting.

Any new Ordinary Shares so issued 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 any new
Ordinary Shares issued under the authority and it is proposed that Admission
will be effected at the earliest practicable opportunity for each tranche of
Ordinary Shares so issued. In each case, it is envisaged that definitive share
certificates in respect of any Ordinary Shares issued under the proposed issues
will be despatched within 21 days of Admission. No temporary documents of title
will be issued. Ordinary Shares so issued may be dematerialised at the option of
the recipients and entered on the CREST system as the existing Ordinary Shares
presently are.

Extraordinary General Meeting

Pages 5 and 6 of this Circular contain a notice convening an Extraordinary
General Meeting of the Company to be held at 9.30am on Thursday 24 February 2005
at the offices of SJ Berwin at 222 Gray's Inn Road, London WC1X 8XF where the
following resolutions will be proposed:
     
1.   to amend the Articles to require the Directors to obtain Shareholders' 
     approval every five years for the Company's continuation as a VCT, or to 
     draw up proposals for the liquidation or reorganisation of the Company;

2.   for the Company to continue as a VCT;

3.   to authorise the Company to make a tender offer for the purchase of 
     Ordinary Shares from Shareholders representing up to 10% of the issued 
     share capital of the Company;

4.   to authorise the Directors to allot all the outstanding, unissued Ordinary 
     Shares of the Company; and

5.   to authorise the Directors to allot up to 8,000,000 Ordinary Shares for 
     cash as if Section 89(1) of the Companies Act 1985 did not apply.

All the above resolutions except resolutions 2 and 4 will be proposed as special
resolutions.

Action to be taken by shareholders

It is important that you complete the Form of Proxy and return it to the
Company's registrars at The Causeway, Worthing BN99 6DA by no later than 9.30am
on Tuesday 22 February 2005. Completion and return of the Form of Proxy 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 are in the best interests of the
Company and its Shareholders as a whole and they unanimously recommend
Shareholders to vote in favour of all the resolutions 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 295,517 Ordinary Shares
representing approximately 0.7% of the issued Ordinary Share capital of the
Company.

Yours faithfully

Professor Sir Frederick Holliday
Chairman

In this letter, unless the context otherwise requires, the following expressions
bear the following meanings:

'Act'                    the Companies Act 1985 as amended
                                                  
'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

'Articles'               the articles of association of the Company as amended 
                         from time to time

'Circular'               this document dated 1 February 2005, addressed to the 
                         Shareholders

'Company'                Northern Venture Trust PLC

'CREST'                  the computerised settlement system to facilitate the 
                         transfer of title to securities in uncertified form 
                         operated by CRESTCo Limited

'Directors' or 'Board'   the directors of the Company, whose names are set out 
                         on page 1 of this document

'Extraordinary General Meeting' 
                         the extraordinary general meeting of the Company to be 
                         held at the offices of SJ Berwin at 222 Gray's Inn 
                         Road, London WC1X 8XF at 9.30am on 24 February 2005

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

'London Stock Exchange'  London Stock Exchange plc

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

'Ordinary Shares'        ordinary shares of 25p each in the capital of the 
                         Company

'Proposals'              collectively the proposed amendment to the Articles, 
                         the extension of the life of the Company, the authority 
                         to make a tender offer to purchase Ordinary Shares and 
                         the authority to issue further Ordinary Shares for cash 
                         and disapplying pre-emption rights for such issues

'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

'VCT'                    a venture capital trust as defined in section 842AA of 
                         the Income and Corporation Taxes Act 1988 (as amended)








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