Downing TWO VCT plc - Circ re. Voluntary Winding-up

Downing TWO VCT plc
LEI: 213800HJGTPW7F8YEY55
Publication of Circular re. Voluntary Winding-up
26 February 2021

Voluntary Winding-Up Circular
It was announced on 30 September 2020 that the Board intended to put to Shareholders a proposal to commence a solvent winding-up of the Company (the "Winding-Up").

A circular explaining the proposal for the winding-up and the actions which are required for its implementation, containing details of a proposed related party transaction, has been issued and will be posted to shareholders shortly, together with a notice of the General Meeting of the Company to be held at 11.00 a.m. on 30 March 2021 (the "General Meeting").

If the resolutions are passed at the General Meeting, this will result in the cancellation of the listing of the Company's Shares on the Official List, which is expected to take place on 31 March 2021, and the Shares ceasing to trade on the London Stock Exchange.

Expected Timetable

Latest time and date for receipt of Form of Proxy for the General Meeting	11.00 a.m. on 26 March 2021
Record date/register of members closed	7.30 a.m. on 30 March 2021
Suspension of the listing of the Shares on the Official List	7.30 a.m. on 30 March 2021
General Meeting	11.00 a.m. on 30 March 2021
Expected date of cancellation of the listing of the Shares on the Official List	8.00 a.m. on 31 March 2021

In connection with the Winding-Up, the Company and its investment manager, Downing LLP (the "Manager"), have agreed that the Company's investment management agreement shall continue notwithstanding the Winding-Up, until terminated on the earlier of (i) 12 months written notice from either the Company or the Manager to the other or (ii) the final distribution by the Company to its shareholders pursuant to the Winding-Up (the "IMA Continuation"). During the IMA Continuation, in consideration for providing investment management services to the Company, the Manager will continue to receive an annual fee equal to 1.8% of the net assets attributable to the Company's F shares and 2.0% of the net assets attributable to the G shares and in consideration for providing administration services to the Company the Manager will receive a fee of £33,603 per annum (being a 50% reduction on the current fee). (No investment management fees will be charged in respect of the K Share pool.) The IMA Continuation constitutes a smaller related party transaction within Listing Rule 11.1.10 R.

Documents
A copy of the circular has been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Enquiries
Grant Whitehouse, Company Secretary 0207 416 7780