Circular re Related Party Transaction

INVESTEC STRUCTURED PRODUCTS CALCULUS VCT PLC

11 July 2011

RECOMMENDED PROPOSALS TO APPROVE THE RELATED PARTY TRANSACTION, CHANGE THE
COMPANY'S INVESTMENT POLICY AND NOTICE OF GENERAL MEETING

SUMMARY

The board of directors of the Company ("Board") sent on Friday (8 July 2011) a
circular to shareholders ("Circular") with proposals to enter into a related
party transaction with Investec Structured Products (an investment manager of
the Company) and change the Company's investment policy.

The Board advised in the recent C Share prospectus dated 7 January 2011 (in
respect of an offer for subscription of C ordinary shares of 1p each ("C
Shares")) that one of the structured products in which the Company would invest
was likely to be issued by Investec Bank plc. Investec Bank plc, is regarded as
a related party of the Company under the Listing Rules of the UK Listing
Authority and, therefore, an investment by the Company in such a Structured
Product would be a related party transaction and requires the prior approval of
shareholders of the Company ("Shareholders").

Due to the relatively small size of the C Shares fund, it is proposed that the
structured product to be issued by Investec Bank plc will be one which provides
the C Shares fund with exposure to a variety of underlying issuers through a
collateralised Investec issued structured product. This will allow the Company
access to a more diversified portfolio of underlying issuers than might be the
case if direct investments were made and, as a result, potentially reduce risk
and improve returns. The opportunity is being taken to request Shareholder
approval of an amendment to the investment policy for the purposes of
clarifying that investments in these types of structured products are
permitted.

The entering into of a related party transaction (which, for the avoidance of
doubt, will be in respect of the C Shares fund) and the change to the Company's
investment policy require approval from Shareholders under the Listing Rules of
the UK Listing Authority and will be sought at a general meeting to be held on
4 August 2011 at 12.00 noon ("the General Meeting").

COLLATERALISED STRUCTURED PRODUCT

The Company proposes to invest in a "collateralised" structured product issued
by Investec Bank plc in respect of the C Shares fund. In summary, this
collateralised structured product is designed to protect against potential loss
to the investment in the event that Investec Bank plc fails or becomes
insolvent. The risk to the investment will instead be dependent on the solvency
of HSBC Bank plc, Nationwide Building Society, Santander UK plc, The Royal Bank
of Scotland plc and Lloyds TSB Bank plc (the "UK 5"), 20 per cent. per
institution.

The Board believes that investing in this collateralised structured product
will allow for greater diversification within the C Shares fund whilst
providing a more attractive return than would be achieved by investing directly
in structured products issued by the UK 5. A more detailed explanation of the
characteristics of this collateralised structured product is set out in the
Circular posted to Shareholders.

RELATED PARTY TRANSACTION

Investec Structured Products, which is a team within Investec Bank plc, as the
manager to the Company's structured products portfolio, is regarded as a
`related party' of the Company under the Listing Rules of the UK Listing
Authority. The investment by the Company into the collateralised structured
product issued by Investec Bank plc is a related party transaction ("Related
Party Transaction") requiring the approval of Shareholders pursuant to the
Listing Rules of the UK Listing Authority.

It should be noted that the Related Party Transaction is in respect of the C
Shares fund alone and does not impact on the Company's fund for the ordinary
shares of 1p each ("Ordinary Shares fund"). Approval from all existing
Shareholders is, however, required under the Listing Rules. Resolution 1 to be
proposed at the General Meeting seeks such approval.

CHANGE TO THE INVESTMENT POLICY

The Board believes that an investment in the type of structured product to be
issued by Investec Bank plc is within the scope of the existing investment
policy of the Company and is consistent with the approach to spread risk across
different issuers as set out in the existing investment policy of the Company.
The use of a collateralised structured product issued by Investec Bank plc
enables the Company to diversify the portfolio of structured products within
the C Shares fund by spreading the investment risk across the UK 5 within one
structured product. Due to the size of the C Shares fund, if the resolutions to
be proposed at the General Meeting are not passed the Company could not
presently access and achieve equivalent terms to those offered under the
Investec Bank plc collateralised product by investing directly in structured
products issued by each of the UK 5.

The Board proposes, however, for clarity to amend the investment policy by
adding the following paragraph to the `Structured Products' section:

"The Structured Products may also be collateralised whereby notes are issued by
one issuer (such as Investec Bank plc) but with the underlying investment risk
being linked to more than one issuer (as approved by the Board) reducing
insolvency risks, creating diversity and potentially increasing returns for
Shareholders. If the Company invests in a collateralised Structured Product,
the amount of the exposure to an underlying issuer will be taken into account
when reviewing investments for diversification. The maximum exposure to any one
issuer (or underlying issuer) will be limited, in aggregate, to 15 per cent. of
the assets of the Company at the time of investment."

The existing and revised investment policy is set out in detail in the
Circular. The amendment will allow the Company to make investments in, firstly,
the collateralised structured product issued by Investec Bank plc in respect of
the C Shares fund and, secondly, in other similar products in respect of the
Company generally. Whilst this will give flexibility for either the Ordinary
Shares fund and the C Shares fund to invest a greater amount in any one issuer
(including Investec Bank plc) from either fund, the maximum which may be
invested in any one issuer will continue to be no more than 15 per cent. of the
assets of the Company at the time of investment (or, if lower, the maximum
amount which may be invested pursuant to VCT restrictions).

The amendment to the investment policy requires the approval of Shareholders
and resolution 2 to be proposed at the General Meeting seeks such approval.

FURTHER INFORMATION

Shareholders will receive a copy of a Circular convening the General Meetings
to be held on 4 August 2011 at 12.00 noon at which Shareholders will be invited
to approve resolutions in connection with the proposals. A copy of the circular
for the Company has also been submitted to the UK Listing Authority and will be
shortly available for inspection at the National Storage Mechanism which can be
accessed at the website www.hemscott.com/nsm.do

For further information, please contact:

Investment Manager to the Structured Products Portfolio

Investec Structured Products

Gary Dale

Telephone: [phone]

Investment Manager to the Venture Capital Portfolio

Calculus Capital Limited

Susan McDonald

Telephone: [phone]