Half Yearly Report

Maven Income and Growth VCT 2 PLC

Interim Management Report for the six months ended 31 July 2014 (unaudited)

The Directors announce the unaudited Interim Management Report for the six months ended 31 July 2014.

Overview

The continuing objective for your Company is to achieve long term capital appreciation and generate maintainable levels of income for Shareholders, by investing in a diversified portfolio of later-stage private businesses and AIM/ISDX quoted companies with established revenue streams and strong growth potential.

During the six month period to 31 July 2014, a combination of valuation uplifts, investment returns and realisation proceeds has resulted in a further increase in NAV total return, to 87.67p per share.

During the reporting period the Maven team has continued to source suitable investment opportunities in profitable UK businesses, and the asset base now includes 45 private companies, the majority of which are trading in line with or ahead of plan, and paying a regular yield. This revenue is an important component in your Company's ability to sustain an attractive level of tax-free distributions to Shareholders, and consequently your Board is pleased to declare a maintained interim dividend of 1.85p per share at the half-year.

Several significant new private companies were added to the portfolio during the six month period. In February 2014, Maven supported the management buy-out of SPS (EU) from 4imprint Group, and in March 2014, an investment was completed in ISN Solutions Group, an IT support and services business. Maven supported the buy-in/management buy-out of RMEC Group in April 2014 and, in the following month, led a secondary buy-out of Just Trays from Gresham Private Equity. Drawdowns also commenced on the committed first ranking secured mezzanine loan

to Maven Capital (Llandudno), and this project is progressing in line with plan.

Highlights

· NAV Total return of 87.67p per share at 31 July 2014, up from 87.17p at 31 January 2014;

· NAV at period end of 59.20p per share after payment of the final dividend of 2.00p;

· Four new investments added to the portfolio;

· Interim dividend declared of 1.85p per share (2013: 1.85p).

Dividends

The Board has declared an interim dividend of 1.85p per share, to be paid on 31 October 2014 to Shareholders on the Register at 10 October 2014. After receipt of the interim dividend, Shareholders who invested in the Company at the outset will have received 30.32p per share in tax-free dividends. The effect of paying the dividend

will be to reduce the NAV of the Company by the total cost of the distribution.

Portfolio Developments

The private equity portfolio has generally performed well, and a number of companies, including several of the most recent investments, are performing ahead of plan and already becoming valuable assets for your Company. Following the initial investment in December 2013, additional funding has been provided to D Mack to develop its range of passenger car tyres. The company's profile has been boosted by exceptional performances at the 2014 World Rally Championship events.

Maven Co-invest Exodus, which is invested in Six Degrees Group, was established in 2011 to implement a buy & build strategy, and the group has now completed 13 acquisitions in the telecommunications and IT sectors. This broadly based business, centred on the converging of mobile, fixed-line, broadband, internet and IT

technology businesses, delivered annual sales of £51.5 million for the year ended 31 March 2013.

Nenplas Holdings has continued to perform ahead of plan due to operational efficiencies achieved following the integration of Polyplas, increased sales volumes and favourable market conditions. This has led to an uplift in the valuation.

A follow-on investment was made in Glacier Energy Services Group, an oil & gas service business headquartered in

Aberdeen that is focused on growth within its core UK market. This investment funded the acquisition of Professional Testing Services, a business which provides a comprehensive range of non-destructive testing services to the oil & gas and renewable sectors.

Conversely, some companies have seen trading below plan and, in light of current performance, your Board has taken the prudent step of reducing the valuation of the holdings in CHS Engineering Services and DPP.

New Investments

During the period your Company participated in four new private equity transactions, alongside follow-on investments

supporting the development of existing portfolio companies:

· SPS (EU), the UK's market leading supplier of branded promotional merchandise, operating from a modern, well invested site in Blackpool. The company is well placed to expand by developing new products into an improving economy;

· ISN Solutions Group, a business headquartered in London providing consultancy, project management and outsourced IT services to a niche client base in the upstream exploration and production oil & gas sector;

· RMEC Group, a specialist provider of engineering solutions and pressure control equipment to multinational oil service companies; and

· Just Trays, the UK's leading manufacturer of shower trays and related accessories, with all product design, development and production undertaken at its main facility in Leeds.

The following investments have been completed during the period:

1 Secured loan notes in respect of deferred consideration.

At the period end, the portfolio stood at 59 unlisted and quoted investments at a total cost of £14.8 million.

Realisations

In March 2014, Llanllyr Water Company was sold to US private equity companies for a combination of cash and secured loan notes, and the mezzanine loan provided to Tuscola (FC100) was repaid in full during May 2014. In the following month your existing portfolio company Kelvinlea acquired Moriond in a transaction that will create synergies in the marketing process as the remaining residential properties held by both companies are sold.

The Manager is currently engaged with several investee companies and prospective acquirers at various stages of a potential exit process. This realisation activity reflects the increasing maturity and strong trading performance of a number of holdings, but it should be noted that there can be no certainty that these discussions will lead to profitable sales.

The table below gives details of all realisations during the reporting period:

1 Holding acquired and realised during the period.

The table includes the redemption of loan notes by a number of investee companies.

Material Developments Since the Period End

Since 31 July 2014, two follow-on investments have been completed in existing portfolio companies, and a profitable

realisation was achieved in September 2014 when Adler and Allan Holdings was acquired by UK private equity house,

LDC, for a 2.6 times return on cost.

Principal Risks and Uncertainties

The principal risks and uncertainties facing the Company were set out in full in the Strategic Report contained within

the 2014 Annual Report, and are the risks associated with investment in small and medium sized unlisted and AIM/ISDX

quoted companies, which by their nature, entail a higher risk and lower liquidity than investments in large quoted companies. The valuation of investee companies may be affected by economic conditions and the credit environment,

and other risks include legislation, regulation, adherence to VCT qualifying rules and the effectiveness of the internal

controls operated by the Company and the Manager. These risks and procedures are reviewed regularly by your Board

and monitored continually by the Manager, and the Board has confirmed that all tests, including the criteria for VCT

qualifying status, continue to be met.

Fund Raising

In September 2013, the Company announced that it planned to raise up to £4 million in a joint Offer for Subscription

alongside the other Maven VCT s. The first allotment under the Offer took place on 3 February 2014 when 4,224,158

new Ordinary Shares were issued. The Offer was fully subscribed by 4 April 2014, and closed on 5 April 2014 in

relation to the tax year 2013/14. A further allotment of 2,035,763 new Ordinary Shares took place on 5 April 2014.

In consideration of certain provisions contained within The Finance Bill 2014, which could have had adverse tax

consequences for the Company and its Shareholders, the Board decided to postpone the issue of new shares under

the Offer in respect of the 2014/15 tax year until there was certainty that the allotments could take place without

contravening the new rules. HM Treasury has now clarified the operation of the proposed changes to regulations, and

the Offer was subsequently closed on 30 May 2014, with a final allotment of 867,677 new Ordinary Shares taking place

on 1 July 2014, using the over-allotment facility set out in the Prospectus.

The Company may use the money raised under the Offer to pay dividends and general running costs, thereby reserving

for investment purposes an equivalent sum of more valuable 'old money' which operates under more advantageous VCT regulations. The proceeds of the Offer will also provide additional liquidity for the Company to make further later-stage investments, and enable it to spread its costs over a larger asset base to the benefit of all Shareholders.

Share Buy-backs

Shareholders have given the Board authority to buy back Shares for cancellation or to be held in treasury, subject

always to such transactions being in the best interests of Shareholders. It is intended that, subject to market conditions, available liquidity and the maintenance of the Company's VCT status, Shares will be bought back at prices representing a discount in the range of 10% to 20% to the prevailing NAV per Share. During the period under review, 360,000 Shares were bought back at a total cost of £190,000.

VCT Regulatory Developments

The AIFM Directive came into force on 21 July 2011 and was implemented within the UK on 22 July 2013. The Board

and the Manager engaged legal advisers to ensure that the impact of the legislation has been considered fully, and the

Board has taken the decision to register Maven Income and Growth VCT 2 PLC as a self-managed small registered AIFM.

This will enable the Company to take advantage of the reduced reporting requirements and avoid the direct and

indirect costs of appointing a depositary. The Company was registered on 22 July 2014; governance and procedures are in place to ensure compliance with the Directive.

The Association of Investment Companies (AIC) has participated in a consultation process aimed at ensuring the Government's continued long-term support for the VCT sector by addressing concerns from HM Treasury that

enhanced share buy-back (EBB) schemes conflict with the public policy objectives of VCT s. Whilst the buy-back and

cancellation of shares will continue to be permitted, EBBs are now prohibited.

HM Treasury had published draft legislation to address its concerns about the use of share premium accounts to return

capital to investors, which will prevent VCTs returning capital within three years of the accounting period in which the

shares were issued. These changes are effective from 6 April 2014 but, as the provisions may have affected the ability to pay dividends out of reserves created from the reduction of share premium or capital where the VCT had issued shares of the same class before and after 5 April 2014, the AIC sought clarification on this matter. HM Treasury has confirmed that the new rule will apply only in respect of returns of capital from shares issued on or after 6 April 2014, and the draft legislation was amended prior to receiving Royal Assent in July 2014.

Distribution of Annual and Interim Reports

A number of Shareholders have expressed an interest in receiving notification, by post or e-mail, that documents, including annual and interim reports, are available on the Company's website as an alternative to receiving them by

post. The ability to do so is provided for under the Articles of Association, and a letter of request is included with this

Interim Report for Shareholders to complete and return to confirm whether or not they wish to take advantage of

this facility. It should be noted that the option to receive documents by post will still be available. However, should

no letter of request be received advising to the contrary, Shareholders will be deemed as having given their consent

to receiving only postal notifications that documents are available on the website.

Dividend Reinvestment Scheme

The Directors intend to implement an optional Dividend Reinvestment Scheme through which Shareholders may elect to have their entitlement to dividend payments used to apply for additional Ordinary Shares issued by the Company under the standing authority requested from Shareholders at Annual General Meetings. Details of the scheme and an application form will be issued in advance of the payment of the final dividend for the year ending 31 January 2015.

Outlook

Your Company will continue to focus on investing at attractive entry values in established UK businesses that are

capable of generating income and have significant potential for capital appreciation. The Board and the Manager believe

that this strategy continues to be the optimal approach for supporting a progressive dividend programme and delivering

consistent growth in Shareholder value.

On behalf of the Board

Maven Capital Partners UK LLP

Secretary

30 September 2014

Notes to the Financial Statements

1. Accounting policies

The financial information for the six months ended 31 July 2014 and the six months ended 31 July 2013 comprises non-statutory accounts within the meaning of the Companies Act 2006. The financial information contained in this report has been prepared on the basis of the accounting policies set out in the Annual Report and Financial Statements for the year ended 31 January 2014, which have been filed at Companies Houses and which contained an Auditor's Report which was not qualified and did not contain a statement under S498(2) or S498(3) of the Companies Act 2006.

2. Movement in reserves

3. Returns per Ordinary Share

The returns per Ordinary Share have been based on the following figures:

Directors' responsibility statement

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

· the Financial Statements for the six months ended 31 July 2014 have been prepared in accordance with applicable accounting standards and with the Statement of Recommended Practice "Financial Statements of Investment Trust Companies" issued in January 2009;

· the Interim Management Report includes a fair review of the information required by DTR 4.2.7R in relation to the indication of important events during the first six months, and of the principal risks and uncertainties facing the Company during the second six months, of the year ending 31 January 2015; and

· the Interim Management Report includes adequate disclosure of the information required by DTR 4.2.8R in relation to material related party transactions and any changes therein.

Other information

The NAV per Ordinary Share has been calculated using the number of Ordinary Shares in issue at 31 July 2014 of 34,338,964.

A full copy of the Interim Report and Financial Statements will be printed and issued to Shareholders.

Copies of this announcement will be available to the public at the office of Maven Capital Partners UK LLP, 205 West George Street, Glasgow G2 2LW and at the registered office of the Company: Fifth Floor, 1-2 Royal Exchange Buildings, London EC3V 3LF.

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.

By order of the Board

Maven Capital Partners UK LLP

Secretary

30 September 2014