C Shares and EGM

Northern Venture Trust PLC
04 October 2005



NORTHERN VENTURE TRUST PLC (the 'Company')

PROPOSED ISSUE OF NEW C SHARES IN THE COMPANY AND NOTICE OF EXTRAORDINARY
GENERAL MEETING TO BE HELD ON 27 OCTOBER 2005

A copy of a circular giving details of the resolutions to be proposed at the
above meeting has today been posted to shareholders. The full text of the
Chairman's letter contained in the circular is set out below.

Dear Shareholder

Proposed issue of new C Shares in the Company

Introduction
Your Company announced on 14 September 2005 that it intends to raise up to £30
million (before
expenses) for further investment in venture capital opportunities falling within
its existing investment objectives. This letter gives you information on this
proposal, which involves the creation of C (for Conversion) Shares, a new class
of shares in the Company, and asks your support for the enabling resolution set
out in the Notice of Extraordinary General Meeting on page 10.

Additional Capital
In my interim statement to Shareholders dated 10 May 2005 I reported that the
Company had only limited liquid funds available for further investment and that
the Directors intended to consider mechanisms for raising further funds during
the ensuing twelve months, bearing in mind the possibility that the present 40%
rate of income tax relief on new VCT subscriptions may only be available until 5
April 2006. I indicated that in order to avoid any dilution of Shareholders'
interests in the future capital growth and dividend flow from the existing
portfolio, any significant fund-raising would be along the lines of a C Share
issue with the new assets segregated from the old for an appropriate period.

Your Board has carefully considered the future prospects for the Company and
believes that it is appropriate now to raise additional capital. The flow of new
investment opportunities over the past year has been strong and your Board and
the Manager believe that market conditions should, for the foreseeable future,
remain conducive to the sourcing of suitable new investment propositions for the
Company. No announcement has yet been made by the Government regarding tax
reliefs on new VCT subscriptions after 5 April 2006 and the Directors believe
that potential investors will wish to take advantage of the certainty of the 40%
income tax relief currently available.

Accordingly your Directors now propose to issue up to 30 million new C Shares at
100 pence each in the 2005/06 tax year, to raise £28.35 million net of expenses.
On the basis of the latest published net asset value of the Ordinary Shares, as
at 30 June 2005, this would increase the Company's total net assets by 84%, from
£33.80 million to £62.15 million. Although some additional overhead costs may
arise as a result of having to administer two separate pools of funds on behalf
of the Shareholders and the holders of C Shares, your Directors expect that the
overall annual running costs of the Company will fall as a percentage of total
net assets.

Your Board's intention, assuming Shareholders approve the necessary resolution,
is to issue a prospectus in connection with the issue of the C Shares as soon as
practicable after the Extraordinary General Meeting.

The New C Shares
The existing investments and cash attributable to the Ordinary Shares will be
kept separate from the proceeds of the issue of the C Shares. Investments and
cash attributable to those proceeds will be administered as a separate
investment pool until Conversion, which is expected to occur no later than
October 2009. Until Conversion, the holders of C Shares will have the right to
participate (by way of dividends and return of capital) in those assets
attributable to the C Shares but not in those assets attributable to the
Ordinary Shares, just as the existing Shareholders will have the right to
participate (by way of dividends and return of capital) in the assets
attributable to the Ordinary Shares but not in those assets attributable to the
C Shares. At Conversion, each holding of C Shares will be converted into a
holding of Ordinary Shares having the same net asset value attributable to it as
the previous holding of C Shares; in order to achieve this outcome an
appropriate number of C Shares will convert into Ordinary Shares at a rate
reflecting the relative value of the net assets attributable to the Ordinary
Shares and the net assets attributable to the C Shares, and any remaining C
Shares will be converted into valueless Deferred Shares which subject to
applicable law, will be purchased by the Company for a nominal amount.

Your Board proposes to issue new C Shares because of the advantages that this
method of capital raising has over a further issue of Ordinary Shares, in
particular:

   • the offer price can be fixed, without regard to fluctuations in net
    asset value of the existing Ordinary Shares during the course of the Offer;


   • the costs of the fund raising and investment will be borne by the
    participating holders of

C Shares, and not by the existing Shareholders;

   • for an initial period whilst the proceeds of the C Share issue are
    invested, the net asset value attributable to the existing Ordinary Shares
    will not be affected by the capital raising and investment process; and


   • Conversion should occur on the basis of the values of portfolios which
    are both substantially invested, albeit that the C Share portfolio
    investments may be at an earlier stage of maturity.

The holders of C Shares will be entitled in respect of those shares:

   • to vote at meetings of the Company in the same way as existing
    Shareholders - each group of shareholders has to approve separately any
    change to the Articles which set out the rights attaching to the two classes
    of shares;


   • prior to Conversion, to receive dividends declared on income received
    from and realised profits arising on investments funded from the proceeds of
    the C Share issue and after Conversion to receive dividends in the same way
    as existing Shareholders on income received and realized profits arising
    after the date of Conversion;


   • to reinvest dividends in additional shares under the Company's Dividend
    Investment Scheme -shares issued will be Ordinary Shares irrespective of the
    source of the dividend;


   • in the event that the Company is wound up before the date of Conversion,
    to receive those assets attributable to the C Shares.

In order to implement the Proposal, the Articles will have to be amended to
reflect the proposed rights and restrictions of the holders of C Shares, which
are more fully set out in the Appendix on pages 5 to 9. A final draft of the
full terms of the proposed amendments to be made to the Articles in connection
with the Proposal will be available for inspection at the offices of SJ Berwin
LLP, 222 Gray's Inn Road, London WC1X 8XF during normal business hours on any
weekday (Saturdays, Sundays and public holidays excepted) from the date of this
document until the date of the Extraordinary General Meeting.

Your Board is seeking authority to increase the authorised share capital from
£12,500,000 to £35,000,250 by the creation of 30,000,000 C Shares and 1,000
Deferred Shares. The Directors will also seek authority for the issue of up to
30,000,000 C Shares for cash, representing approximately 76.91% of the ordinary
share capital in issue as at 3 October 2005 (the latest practicable date before
publication of this Circular) and the Directors intend to issue all 30,000,000 C
Shares, representing approximately 76.91% of the ordinary share capital in issue
as at 3 October 2005 (the latest practicable date before publication of this
Circular) if the Offer is fully subscribed, being the maximum number of C Shares
to be allotted in respect of the authority for disapplication of Section 89 of
the Act. This authority to issue C Shares will expire on the conclusion of the
2006 annual general meeting or, if earlier, 15 months from the date of the
Extraordinary General Meeting.

Extraordinary General Meeting
Page 10 of this Circular contains a notice convening an Extraordinary General
Meeting of the Company to be held at 9.30am on Thursday 27 October 2005 at the
offices of SJ Berwin LLP at 222 Gray's Inn Road, London WC1X 8XF where the
following resolution will be proposed as a special resolution:

(a) to increase the authorised share capital to create C Shares and to create
Deferred Shares;

(b) to authorise the Directors to allot all 30,000,000 C Shares of the Company;

(c) to authorise the Directors to allot up to 30,000,000 C Shares for cash as if
Section 89(1) of the Companies Act 1985 did not apply; and

(d) to amend the Articles to include the rights attaching to the C Shares and
the Deferred Shares.

Action to be taken by shareholders
It is important that you complete the Form of Proxy and return it to the
Company's registrars, Lloyds TSB Registrars, at The Causeway, Worthing BN99 6DA
by no later than 9.30am on Tuesday 25 October 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 Proposal is in the best interests of the Company
and its Shareholders as a whole and they unanimously recommend Shareholders to
vote in favour of the resolution 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 400,740 Ordinary Shares representing approximately 1.03%
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
''Articles''       the articles of association of the Company as amended from
                   time to time
''Circular''       this document dated 4 October 2005, addressed to the
                   Shareholders
''Company''        Northern Venture Trust PLC
''Conversion''     conversion of the C Shares in accordance with the Articles
''C Shares''       convertible shares of 75 pence each in the capital of the
                   Company to be issued pursuant to the Offer
''Deferred         deferred shares of 25 pence each in the capital of the
Shares''           Company arising on Conversion
''Directors'' or   the directors of the Company from time to time, the names of
''Board''          the current directors being set out on page 1 of this
                   document
''Dividend         the Northern Venture Trust PLC Dividend Investment Scheme
Investment         established pursuant to the terms and conditions set out in
                   the document circulated to Shareholders on 22 November 2004,
                   as amended from time to time
Scheme''
''Extraordinary    the extraordinary general meeting of the Company to be held
General            at the offices of SJ Berwin LLP at 222 Gray's Inn Road,
                   London WC1X 8XF at 9.30am on 27 October 2005
Meeting''
''Form of          the form of proxy for use at the Extraordinary General
Proxy''            Meeting
''London Stock     London Stock Exchange plc
Exchange''
''Manager''        Northern Venture Managers Limited, which is authorised and
                   regulated in the conduct of investment business by the
                   Financial Services Authority
''Offer''          the offer for subscription of C Shares
''Ordinary         ordinary shares of 25 pence each in the capital of the
Shares''           Company
''Proposal''       the proposed C Share issue
''Shareholders''   holders of Ordinary Shares
''VCT''            a venture capital trust as defined in Section 842AA of the
                   Income and Corporation Taxes Act 1988 (as amended)




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