Annual Financial Report

Maven Income and Growth VCT 2 PLC

The Directors announce the Company's results for the year ended 31 January 2011.

The Directors are pleased to report that, during the year to 31 January 2011, your Company has again generated positive returns for Shareholders. Despite a background of macro-economic uncertainty and challenging times for UK businesses and investors, your Company has continued to build a broadly based portfolio of profitable and income-generating later stage private companies, enabling it to maintain its policy of making regular tax-free distributions to Shareholders.

The growth of successful smaller businesses is critical to establishing the momentum required for an economic recovery and, with banks still severely constrained in their willingness to lend, many such businesses are experiencing great difficulty in accessing the development capital necessary. VCTs remain one of the few viable funding options, and our well resourced VCT manager is able to source a varied range of high quality opportunities to invest on attractive terms in dynamic and well-managed companies.

The major highlights of the year for your Company are:

·; NAV total return on Ordinary Shares of 72.82p per share at 31January 2011, an increase of 7.7%;

·; Net asset value (NAV) at the year end of 56.20p per share;

·; Six new private company investments completed;

·; Interim dividend of 1.0p per share paid on 12 November 2010; and

·; Final dividend proposed of 1.5p per share.

Performance

Your Board is pleased with the performance achieved by the Manager in recent years, both in terms of sourcing new investments and ongoing portfolio development. As detailed in the Investment Manager's Review, the quality of the Maven team was acknowledged during the year with industry awards for Small Buyout House of the Year 2010 and Exit Team of the Year and the Board is fully aware of the considerable efforts of the team on behalf of its VCT clients.

The NAV total return per share at 31 January 2011 was 72.82p, an increase of 7.7% over the equivalent figure at 31 January 2010. At 31 January 2011, the NAV per share was 56.20p. This performance reflects the broadly based composition of the portfolio, and the strategy of the Manager to invest in mature private companies with an ability to pay an income to the VCT from the outset.

NAV total return is regarded by most commentators and investors as the most meaningful performance measure for a VCT, representing the long term aggregate of tax-free distributions dividend payments out of income and capital gains combined with the current NAV. The NAV in isolation is a less meaningful measure, as the underlying investments are long-term in nature and not readily realisable and the NAV does not reflect the significant investor return already paid via dividend payments.

Dividends

It is the Company's policy to generate a sustainable tax-free income stream for investors, paying regular dividends out of revenue and realised capital gains.

The Board is proposing a final dividend of 1.5p per share to be paid on 24 June 2011 to Shareholders on the register on 27 May 2011. Including the interim dividend paid in November 2010, the total tax-free yield for the year is 3.1% on the net cost to Shareholders who invested at launch.

Since the Company's launch, and after receipt of the proposed final dividend, Shareholders will have received 18.1p in tax-free dividends.

Principal risks and uncertainties

The Board has reviewed the principal risks and uncertainties facing the Company for the financial year. In order to reduce the exposure to investment risk, the Company has invested in a broadly-based portfolio of investments in private and AIM/PLUS quoted companies in the United Kingdom.

VCT qualifying status

In order to qualify as a VCT, the Company is required to meet the 70% qualifying and other tests on a continuous basis. The Board regularly reviews the status of the criteria that have to be complied with and I am pleased to confirm that all tests continue to be met.

Investment strategy

Your Company's investment strategy is to build a large and diversified portfolio of holdings in profitable and yielding later stage private companies. The Manager's regionally based deal teams are introduced to a continuous and varied flow of potential opportunities across the key UK corporate finance territories, providing access, at attractive entry multiples, to a wide spectrum of well managed mature businesses in a range of sectors. Investments are typically structured mainly as secured loan stock, in transactions designed to generate an immediate high yield.

Whilst your portfolio continues to hold some AIM and PLUS quoted assets, the Board and Manager have concluded that the potential returns available from such investments are too uncertain, with many stocks subject to poor liquidity and generating little or no dividend yield in comparison with private company investments. The Manager continues to selectively realise the AIM/PLUS portfolio for value, redeploying the proceeds into established private company investments, and a number of AIM realisations have been completed over the year in line with this strategy.

The Listing Rules require your Board to ensure that this Annual Report includes information on the investment policy, including a description of the asset mix, the spread of risk and maximum exposures. This information is contained in the Directors' Report and in the various tabular analyses of the portfolio.

Recovery of VAT

The Company is entitled to recover VAT paid on management fees for the period from inception until October 2008, when a

European Court ruling dictated that such fees were exempt from VAT. This repayment is due from Aberdeen Asset Management Group (Aberdeen), which is still finalising its extended VAT position with HM Revenue & Customs (HMRC). The Company received and accepted an offer to refund £217,019 representing all VAT charged on investment management fees for the period 1 October 2005 to 31 August 2008, and this has been recognised within the Financial Statements and allocated to revenue and capital in accordance with the underlying accounting policy. No account has been taken of any interest due on the above amount or claims for periods prior to 2005 which have still to be agreed with HMRC. It is expected that a further amount may, therefore, become receivable, and again this will be allocated to revenue and capital in accordance with the underlying accounting policy once the amount has been agreed. The Company will continue in its endeavours to work with the Manager, Aberdeen and HMRC to recover further VAT where possible for the period prior to October 2005.

Linked top-up fundraising

Between January and April 2010 the Company participated in a successful linked VCT top-up offer in conjunction with the other three Maven Income and Growth VCTs. In November 2010, the Board decided to raise further top-up funds through a similar linked offer across the same four Maven Income and Growth VCTs. The £6.4m Maven Linked VCT Offer 2 allows the Company to raise new funds, without incurring the higher costs associated with a full prospectus, which can be used to make further new private company investments and take advantage of the significant levels of deal flow being seen across the UK by the Manager. The increased funds will also enable the Company to spread its costs over a larger asset base to the benefit of all Shareholders. Investors will benefit from up to 30% income tax relief on their subscriptions, for one or both of the tax years 2010/11 and 2011/12.

Continuation vote

The Company's Articles of Association provide that the Board shall, at the AGM to be held in 2011, propose an Ordinary Resolution to the effect that the Company shall continue in being as a venture capital trust. If, at that Meeting, such a Resolution is not passed, the Board shall, within 12 months, convene an Extraordinary General Meeting to propose a Special Resolution for the reorganisation or reconstruction of the Company and, if that Resolution is not passed, a Special Resolution to wind up the Company voluntarily.

If the Shareholders resolve that the Company is to continue as a venture capital trust, similar Resolutions will be proposed at every fifth subsequent AGM, commencing with the AGM to be held in 2016. In considering the continuation of the Company as a venture capital trust, the Directors draw Shareholders' attention to the following:

·; a decision to wind up the Company will crystallise any capital gains deferred by Shareholders at the point when they first invested;

·; the costs of liquidation would reduce the amount available to Shareholders;

·; it is unlikely that the unlisted portfolio can be realised at its book value in the short term; and

·; the level of liquidity in the AIM and PLUS quoted stocks may mean that, in order to realise the holdings, assets would have to be disposed of in a forced sale, possibly in a falling market, and this would further reduce the proceeds available to Shareholders.

The Board believes the continuation of the Company to be beneficial to Shareholders as it allows them to:

·; participate fully in the long-term prospects for the Company;

·; continue to have access to unlisted assets at a time when there are a number of opportunities emanating from the fund management team; and

·; retain their existing capital gains tax and income tax benefits.

In addition, it should be noted that one of the key attractions of investing in new shares in a venture capital trust at the time of the Company's launch was the opportunity for investors to defer capital gains tax liabilities. In considering the vote to continue, Shareholders should be aware that, if the Resolution is not passed, the Company will ultimately lose its venture capital trust status. This would mean that the tax advantage of sheltering capital gains would cease and that capital gains tax liabilities may arise. Shareholders should also be aware that a decision not to continue may set in train a disposal of the portfolio and a subsequent winding up of the Company, which would expose them to the significant risk that the value achieved for their assets may not be sufficient to meet any capital gains tax liabilities due on a capital gain deferred at the point of initial investment.

Further information relating to the continuation of the Company is included in the Directors' Report. The Board believes that the long term continuation of the Company as a venture capital trust is in the best interests of the Shareholders as a whole and recommends to Shareholders that they vote in favour of the Resolution at the AGM.

Outlook

During the year under review, global markets have experienced a period of relative stability. However, doubts remain about the possibility of near-term interest rate rises, as inflationary pressures build and high levels of consumer debt persist, and there does seem to be a consensus that in the short to medium term the UK faces fragile economic growth at best as the country sees the early impact of the coalition Government's austerity measures.

Despite this uncertain outlook for the UK, your Company continues to generate positive Shareholder returns through a policy of investing in a wide range of later stage UK businesses with strong balance sheets and robust business models. Many of the portfolio companies operate in defensive sectors, and have a significant global dimension to their business activities.

The Board continues to be encouraged by the ability of the Manager to source and execute a range of attractive

Transactions throughout the UK, based on high levels of deal flow across the key regional markets. Many private companies are seeking capital from alternative sources, such as VCT managers, as a direct consequence of the lending policies adopted by banks in the aftermath of the credit crisis.

Additionally, whilst the difficult economic conditions have continued to suppress merger and acquisition activity, the Manager has seen an increase in the level of trade and private equity approaches throughout the year for portfolio businesses that have continued to grow turnover and earnings.

Your Board is highly satisfied with the recent sustained improvement in performance achieved by the Manager, both in terms of increasing total return and the quality of the underlying assets. The Directors are confident that the Company will continue to meet its investment objectives and produce attractive returns for Shareholders.

A Statement of Total Recognised Gains and Losses has not been prepared as all gains and losses are recognised in the Income Statement.

All items in the above statement are derived from continuing operations. The Company has only one class of business and

derives its income from investments made in shares, securities and bank deposits.

The total column of this statement is the Profit and Loss Account of the Company.

Notes

Accounting Policies - UK Generally Accepted Accounting Practice

(a) Basis of preparation

The Financial Statements have been prepared under the historical cost convention, modified to include the revaluation of investments, and in accordance with the Statement of Recommended Practice 'Financial Statements of Investment Trust

Companies and Venture Capital Trusts' (the SORP) issued in January 2009. The disclosures on going concern in the Directors' Report form part of the Financial Statements.

(b) Income

Dividends receivable on equity shares and unit trusts are treated as revenue for the period on an ex-dividend basis. Where no ex-dividend date is available dividends receivable on or before the year end are treated as revenue for the period. Provision is made for any dividends not expected to be received. The fixed returns on debt securities and non-equity shares are recognised on a time apportionment basis so as to reflect the effective interest rate on the debt securities and shares. Provision is made for any fixed income not expected to be received. Interest receivable from cash and short term deposits and interest payable are accrued to the end of the year.

(c) Expenses

All expenses are accounted for on an accruals basis and charged to the Income Statement. Expenses are charged through the revenue account except as follows:

·; expenses which are incidental to the acquisition and disposal of an investment are charged to capital; and

·; expenses are charged to realised capital reserves where a connection with the maintenance or enhancement of the value of the investments can be demonstrated. In this respect the investment management fee has been allocated 10% to revenue and 90% to realised capital reserves to reflect the Company's investment policy and prospective income and capital growth.

(d) Taxation

Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date, where transactions or events that result in an obligation to pay more tax in the future or right to pay less tax in the future have occurred at the balance sheet date. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the underlying timing differences can be deducted. Timing differences are differences arising between the Company's taxable profits and its results as stated in the Financial Statements which are capable of reversal in one or more subsequent periods.

Deferred tax is measured on a non-discounted basis at the tax rates that are expected to apply in the periods in which timing differences are expected to reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

The tax effect of different items of income/gain and expenditure/loss is allocated between capital reserves and revenue account on the same basis as the particular item to which it relates using the Company's effective rate of tax for the period.

(e) Investments

In valuing unlisted investments the Directors follow the criteria set out below. These procedures comply with the revised International Private Equity and Venture Capital Valuation Guidelines (IPEVCV) for the valuation of private equity and venture capital investments. Investments are recognised at their trade date and are designated by the Directors as fair value through profit and loss. At subsequent reporting dates, investments are valued at their fair value, which represents the Directors' view of the amount for which an asset could be exchanged between knowledgeable and willing parties in an arm's length transaction. This does not assume that the underlying business is saleable at the reporting date or that its current shareholders have an intention to sell their holding in the near future.

A financial asset or liability is generally derecognised when the contract that gives rise to it is settled, sold, cancelled or expires.

1. For Investments completed within the 12 months prior to the reporting date and those at an early stage in their development, fair value is determined using the Price of Recent Investment Method, except that adjustments are made when there has been a material change in the trading circumstances of the company or a substantial movement in the relevant sector of the stock market.

2. Whenever practical, recent investments will be valued by reference to a material arm's length transaction or a quoted price.

3. Mature companies are valued by applying a multiple to their fully taxed prospective earnings to determine the enterprise value of the company.

3.1 To obtain a valuation of the total ordinary share capital held by management and the institutional investors, the value of third party debt, institutional loan stock, debentures and preference share capital is deducted from the enterprise value. The effect of any performance related mechanisms is taken into account when determining the value of the ordinary share capital.

3.2 Preference shares, debentures and loan stock are valued using the Price of Recent Investment Method. When a redemption premium has accrued, this will only be valued if there is a reasonable prospect of it being paid. Preference shares which carry a right to convert into ordinary share capital are valued at the higher of the Price of Recent Investment Method basis and the price/earnings basis, both described above

4. Where there is evidence of impairment, a provision may be taken against the previous valuation of the investment.

5. In the absence of evidence of a deterioration, or strong defensible evidence of an increase in value, the fair value is determined to be that reported at the previous balance sheet date.

6. All unlisted investments are valued individually by the Portfolio Management Team of Maven Capital Partners UK LLP. The resultant valuations are subject to detailed scrutiny and approval by the Directors of the Company.

7. In accordance with normal market practice, investments listed on the Alternative Investment Market or a recognised stock exchange are valued at their bid market price.

(f) Fair value measurement

Fair value is defined as the price that the Company would receive upon selling an investment in a timely transaction to an independent buyer in the principal or the most advantageous market of the investment. A three-tier hierarchy has been established to maximise the use of observable market data and minimise the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on best information available in the circumstances

The three-tier hierarchy of inputs is summarised in the three broad levels listed below:

·; Level 1 - quoted prices in active markets for identical investments;

·; Level 2 - other significant observable inputs (included quoted prices for similar investments, interest rates, prepayment speeds, credit risk etc); and

·; Level 3 - significant unobservable inputs (including the Company's own assumptions in determining the fair value of investments).

(g) Gains and losses on investments

When the Company sells or revalues its investments during the year, any gains or losses arising are credited/charged to the Income Statement.

Movement in reserves

 Return per Ordinary Share

The returns per Ordinary Share are based on the following figures:

Net asset value per Ordinary Share

Net Asset Value per Ordinary Share as at 31 January 2011 has been calculated using the number of Ordinary Shares in issue at that date of 23,834,294 (2010: 22,483,497).

Principal risks and uncertainties

The Board has reviewed the principal risks and uncertainties facing the Company for the financial year.

The principal risks facing the Company relate to its investment activities and include market price, interest rate, liquidity and credit risk. The Company's financial instruments comprise equity and fixed interest investments, financial commitments and guarantees, cash balances and debtors and creditors that arise directly from its operations, for example, in respect of sales and purchases awaiting settlement, and debtors for accrued income. The Company holds financial assets in accordance with its investment policy of investing mainly in a portfolio of VCT qualifying unlisted and AIM or PLUS quoted securities. The Company may not enter into derivative transactions in the form of forward foreign currency contracts, futures and options without the written permission of the Directors. No derivative transactions were entered into during the period.

The main risks the Company faces from its financial instruments are: (i) market price risk, being the risk that the value of investment holdings will fluctuate as a result of changes in market prices caused by factors other than interest rate or currency movement; (ii) interest rate risk; and (iii) liquidity risk. In line with the Company's investment objective, the portfolio comprises UK securities and therefore has no exposure to foreign currency risk.

The Manager's policies for managing these risks are set out in the Annual Report and have been applied throughout the year. In order to reduce the exposure to investment risk, the Company has invested in a broadly-based portfolio of investments in private and AIM/PLUS quoted companies in the United Kingdom. Additional risks faced by the Company, and the mitigation approach adopted by the Board, are as follows:

·; investment objective: the Board's aim is to maximise absolute returns to Shareholders while managing risk by ensuring an appropriate diversification of investments;

·; investment policy: inappropriate stock selection leading to underperformance in absolute and relative terms is a risk which the Manager mitigates by operating within investment guidelines and regularly monitoring performance against the peer group. The regulations affecting venture capital trusts are central to the Company's investment policy;

·; discount volatility: due to the lack of liquidity in the secondary market, venture capital trust shares tend to trade at a discount to net asset value, which the Board seeks to manage by making purchases of shares in the market from time to time; and

·; regulatory risk: the Company operates in a complex regulatory environment and faces a number of related risks. A breach of Section 274 of the Income Tax Act 2007 could result in the Company being subject to capital gains tax on the sale of its investments. A breach of the VCT Regulations could result in the loss of VCT status and consequent loss of tax reliefs currently available to Shareholders. A serious breach of other regulations, such as the UKLA Listing Rules or the Companies Acts, would lead to suspension of its shares from the Stock Exchange, loss of VCT status and reputational damage. The Board receives quarterly reports from the Manager in order to monitor compliance with regulations.

The Board considers all of the above risks and the measures in place to manage them at each Board Meeting.

Other information

The Annual General Meeting will be held on 2 June 2011, commencing at 10.30 a.m.

This Announcement has been prepared on the same basis as the Annual Report and Financial Statements for the year ended 31 January 2010. The Annual Report and Financial Statements for the year ended 31 January 2011 will be filed with the Registrar of Companies and issued to Shareholders in due course.

The financial information contained within this Announcement does not constitute the Company's statutory Financial Statements as defined in the Companies Act 2006. The statutory Financial Statements for the year ended 31 January 2010 have been delivered to the Registrar of Companies and contained an audit report which was unqualified and did not constitute statements under Sections 237(2) or (3) of the Companies Act 1985.

Copies of this announcement, and of the Annual Report and Financial Statements Annual Report and Financial Statements for the year ended 31 January 2011, will be available to the public at the office of Maven Capital Partners UK LLP, 149 St Vincent Street, Glasgow G2 5NW; at the registered office of the Company, 9-13 St Andrew Street, London EC4A 3AF and on the Company's website at www.mavencp.com/migvct2.

Neither the content of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

Directors' responsibility statement

The Directors believe that, to the best of their knowledge:

·; the Financial Statements have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets, liabilities and financial position and profit or loss of the Company as at 31 January 2011 and for the year to that date; and

·; the Directors' Report includes a fair review of the development and performance of the Company, together with a description of the principal risks and uncertainties that it faces.

By Order of the Board

Maven Capital Partners UK LLP

Secretary

4 May 2011