Half Yearly Report

Maven Income and Growth VCT 2 PLC

Interim Management Report for the six months ended 31 July 2015 (unaudited)

The Directors announce the unaudited Interim Management Report for the six months ended 31 July 2015.

Highlights

· NAV total return of 95.07p per share at 31 July 2015, up from 91.12p at 31 January 2015

· NAV at period end of 62.60p per share after payment of the final dividend of 2.15p per share

· Five new investments added to the portfolio

· Realisation of Steminic for a total return of 3.3 times cost

· Exit from Six Degrees Group generating a total return multiple of 2.1 times cost

· Increased interim dividend declared of 2.00p per share (2014: 1.85p) along with a special dividend of 10.00p per share.

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 2015, this strategy has delivered a further increase in NAV total return, to 95.07p per share.

During the reporting period the Maven team has continued to source suitable investment opportunities in profitable businesses across the UK and the asset base now includes 45 private companies, the majority of which are trading in line with 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 an increased interim dividend of 2.00p per share at the half-year.

In June 2015, Maven was named as Private Equity House of the Year at the 2015 M&A Awards, one of the leading events in the corporate finance calendar. This category recognises private equity managers that have displayed the keenest judgement and opportunism in completing acquisitions or exit transactions during the year, including an acknowledgement of their contribution in increasing the value of investee businesses.

Maven has also been shortlisted at the 2015 unquote" British Private Equity Awards in the VCT House of the Year category, whilst the 3.8 times cost exit from EFC Group achieved for your Company has been nominated for VCT Exit of the Year.

Dividends

The Board has declared an increased interim dividend of 2.00p per Ordinary Share, comprising 0.80p of revenue and 1.20p of capital, to be paid on 30 October 2015 to Shareholders on the Register at 2 October 2015. Following a number of profitable recent realisations, the Directors are pleased to declare a special dividend of 10.0p for payment alongside the interim dividend.

Since the Company's launch, and after receipt of the interim and special dividends, Shareholders will have received 44.47p per share in tax-free dividends. The effect of paying these dividends will be to reduce the NAV of the Company by the total cost of the distributions.

Portfolio Developments

The private equity portfolio has generally performed well, and strong trading results have led to valuation uplifts for a number of companies operating in a range of sectors.

The financial performance of cash management specialist Cash Bases Group improved significantly in 2013 on the back of a multi-million pound contract from Tesco PLC for the company's innovative SMARTtill product, which provides automated cash management technology and real-time transaction monitoring. Profitability levels were maintained throughout 2014, and several SMARTtill trials and pilots are taking place in both the UK and Europe which management are confident will result in further customers being secured. An offer for the business, the sale of which completed subsequent to the period end, resulted in an uplift in the valuation of the investment.

Westway Services Holdings, a provider of technical facility services, has a proven track record of delivering a reliable and quality service to its clients across a broad range of planned and reactive maintenance projects. The business enjoys a longstanding relationship with M&S and, in light of recent contract wins, the directors expect revenues in the current financial year to exceed £55 million, compared to £39 million in the prior year.

Maven clients first invested in Just Trays (JT), the UK's leading manufacturer of shower trays and related accessories, in June 2014 and subsequently the business has increased its customer base and extended its product range. The JT brand has received a number of industry awards, including being recognised as Shower Brand of the Year at the inaugural BKU awards in July 2015.

SPS (EU), the UK's largest provider of promotional merchandise, has experienced excellent growth under private ownership since Maven clients supported the management buy-out in February 2014. In June 2015 SPS completed the self-funded complementary acquisition of High Profile, a manufacturer of bespoke products, increasing the product range and production capability of the business.

A follow-on investment was made in May 2015 to support the expansion strategy of Claven Holdings, which is now the largest provider of field support services in the UK. The group has a network of 250 field agents who undertake personal customer visits, using a state-of-the-art case management system, and enable lenders to engage directly with customers to resolve payment arrears.

In light of strong trading performance across the larger and more valuable assets, your Board has taken the opportunity to apply some prudent minor provisions against a small number of investments within the portfolio. Your Board and the Manager continue to be mindful of the possible effects of the enduring low oil price on those companies that operate in the oil & gas market and believe that the valuations of such companies remain fair and reasonable. Following the profitable sale of Steminic during the reporting period your Company's exposure to this sector has been reduced.

New Investments

During the period, alongside the provision of funding to support the development of an existing portfolio asset, your Company participated in two new investments in established private companies:

• Flow UK Holdings, a specialist IT security business based in Hertfordshire that provides flexible networking security solutions to customers throughout the UK and Ireland. The business aims to grow organically, by increasing its sales team, and to add scale through a buy & build strategy; and

• Cursor Controls, a manufacturer of trackball pointing solutions which are utilised in a number of industrial applications. Based in Nottinghamshire, Cursor is widely recognised as a global market leader, with over 1,200 trackball variants in its product portfolio.

Additionally, your Company invested in three businesses incorporated by Maven in the food producers & processors, telecommunication service and technology sectors.

The following investments have been completed during the period:

At the period end, the portfolio stood at 58 unlisted and quoted investments at a total cost of £14.4 million.

Realisations

In June 2015, Steminic (trading as MSIS) was sold to UK private equity house Primary Capital, achieving a 3.3 times total return on cost over the life of the investment. Maven clients first invested in Steminic in 2007 and provided additional funding in subsequent years to facilitate growth, enabling the business to more than double its revenues and increase profitability threefold during the period of investment.

Also in June, funds affiliated with Boston-based private equity firm Charlesbank Capital Partners entered into an agreement to acquire Six Degrees Group; exit proceeds were received just prior to the period end, achieving a 2.1 times total return over the holding period.

As at the date of this report, the Manager is engaged with several other investee companies and prospective acquirers at various stages of a potential exit process. This realisation activity reflects the increasing maturity 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 and deferred considerations received during the reporting period:

¹Proceeds exclude yield and redemption premiums received, which are disclosed as revenue for financial reporting purposes.

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

One unlisted investment was struck off the Register during the period, resulting in a realised loss of £198,000 (cost £198,000). This had no effect on the NAV as a full provision had been made in earlier periods.

Material Developments Since the Period End

In August 2015, Maven realised the investment in Cash Bases Group following its merger with US company APG Cash Drawer LLC (APG), achieving a 7.1 times total return over the holding period. Maven clients funded the management buy-out of Cash Bases in 2004 and the Manager has worked closely with the management team to accelerate the company's growth by targeting new customers and expansion into overseas markets. The union with APG has created a global and market leading cash management solutions business that will be able to deliver innovative technologies to an international client base. The aggregate proceeds received have been reflected in the NAV as at 31 July 2015.

Principal Risks and Uncertainties

The principal risks and uncertainties facing the Company were set out in full in the Strategic Report contained within the 2015 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 the Audit and Risk Committees and reported to your Board. The Board has confirmed that all tests, including the criteria for VCT qualifying status, continue to be met.

Fund Raising

In October 2014 the Company announced that it planned to raise up to £4 million in an Offer for Subscription alongside Offers by four other Maven VCTs. All of the Offers reached their fund raising target ahead of schedule and have now closed. The first allotment under the Offer took place on 20 February 2015, when 6,125,498 new Ordinary Shares were issued, and a further allotment of 675,940 new Ordinary Shares took place on 13 April.

Under existing legislation, the Company may use the money raised under the Offer to pay dividends (subject to meeting the requirements of the return of capital legislation effective from 6 April 2014) and general running costs, thereby preserving 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 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 Ordinary 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, Ordinary Shares will be bought back at prices representing a discount of between 10% and 20% to the prevailing NAV per share. No Ordinary Shares were bought back during the period under review.

VCT Regulatory Developments

The March 2015 Budget announced a package of changes to the VCT scheme, including a new age limit on companies qualifying for investment and a new cap on total EIS/VCT investment that a company can receive. As the limits proposed are higher than those provided for under European Union (EU) requirements, and are therefore subject to State Aid approval, the legislation has not been published in the Finance Bill 2015. A consultation period for comments on the draft legislation closed on 15 May 2015.

On 15 April, HM Revenue & Customs (HMRC) published guidance on how it intends to apply the proposed new EU rule changes to investments made between 6 April 2015 and the date the EU grants State Aid approval, which involves new procedures in particular circumstances where investments exceed the basic EU limits of seven years and €15 million in total.

This, combined with the statements made in the July 2015 budget, has resulted in a degree of uncertainty as to whether or not specific new investments made after 6 April will be VCT qualifying, and may restrict the number and range of later-stage small and medium sized enterprises that are available for your Company to invest in. The Manager is engaged in a consultation process with HM Treasury alongside other leading VCT managers and the AIC.

Management and Administration Fees

HMRC has confirmed that VAT is no longer payable on performance and secretarial fees. The Manager has pursued the recovery of amounts paid previously and the total of £181,000 received has been reflected in the Financial Statements.

Distribution of Annual and Interim Reports

Shareholders are able to elect to receive postal or e-mail notification that documents, including Annual and Interim Reports, are available on the Company's website as an alternative to receiving hard copies by post. A letter of request was provided with the 2014 Interim Report, which Shareholders could complete to confirm whether or not they wished to take advantage of this facility. In the absence of a letter being returned, a Shareholder will have been deemed as having given their consent to receiving only postal notification that documents are available on the website. Therefore, Shareholders who have previously made an election for postal notification, or who elected not to respond, will have received notification by post of the publication of this Interim Report on the Company's website. Shareholders who wish notification to be sent by e-mail rather than by post should advise the Registrar via www.capitashareportal.com. Hard copies of all documents are available on request.

Dividend Investment Scheme (DIS)

On 24 August 2015 the Board announced that, under the Terms and Conditions of the Company's DIS which allow the Directors to suspend or terminate its operation without prior notice and revert to making monetary payments to all Participants, the Directors had resolved that, in light of the investment restrictions proposed in the Government's July 2015 Budget, the DIS was to be suspended with immediate effect. This will allow the Directors and the Manager to review the final changes to the VCT legislation and to consider the full potential impact of these on the Company's future investment strategy. As a result, until further notice, all future dividends will be paid to Shareholders by either cheque or direct bank transfer using existing mandate instructions.

Board of Directors

Your Board has previously intimated its intention to implement a succession plan and, having confirmed his intention to do so in the 2015 Annual Report, Charles Nicolson stood down as a Director at the conclusion of the Annual General Meeting held on 17 June 2015, with John Lawrence succeeding him in the role of Chairman. David MacLellan stood down as a Director with effect from 16 September 2015, with Peter Linthwaite being appointed in his place. Peter is managing partner of 350 Investment Partners LLP, an FCA authorised and regulated venture capital fund management company, and is also advisor to The Royal London Mutual Insurance Society Limited for its private equity investments. Previously, he held a consultancy role advising the British

Venture Capital Association and was its chief executive from 2005 to 2007. Peter will stand for re-election at the AGM to be held in 2016, being the first following his appointment.

Your Board and the Manager would like to take this opportunity to thank Charles and David for the valued contributions that they have made since the inception of your Company, and to wish them both well for the future.

Outlook

Your Company will continue to focus on investing principally in established UK businesses, which are each capable of generating a high level of income and offer the potential to achieve capital appreciation on realisation. The Board and the Manager believe that this strategy, which has been employed over a number of years, will continue to deliver steady growth in Shareholder value and support a progressive dividend programme.

On behalf of the Board

Maven Capital Partners UK LLP

Secretary

30 September 2015

Reconciliation of movements in Shareholders' Funds

The accompanying Notes are an integral part of the Financial Statements.

The accompanying notes are an integral part of the financial statements.

Notes to the Financial Statements

1. Accounting policies

The financial information for the six months ended 31 July 2015 and the six months ended 31 July 2014 comprises non-statutory accounts within the meaning of S435 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 2015, which have been filed at Companies House 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. Return 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 2015 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 2016; 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 2015 of 41,089,617.

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 2015