Neptune-Calculus Income & Growth Regulatory News (NEP)

SPECIAL Resolutions

 of

NEPTUNE-CALCULUS INCOME AND GROWTH VCT PLC(the "Company")

Passed on 19 May 2015

At the Annual General Meetingduly convened and held at 104 Park Street London, W1K 6NF at 12.00 noon on 19 May2015. All the resolutions were passed by the requisite majority.

The full text of the resolutions was included in the notice of the Annual General Meeting contained within the Company's Annual Report for the year ended 31 December 2014, a copy of which is available on the Company's website which can be found at http://www.calculuscapital.com/cms/media/Neptune-VCT-Report-and-Accounts-2014-23.03.15.pdf

In accordance with the Company's obligations under Listing Rule 9.6.2, a copy of the special resolution (resolution 8) passed by the Company which is set out below, has been submitted to the National Storage Mechanism and will shortly be available for viewing at www.hemscott.com/nsm.do.

SPECIAL RESOLUTION

Market purchase of own shares

THAT the Company be authorised to make market purchases (within the meaning of section 693(4) of the Company's Act 2006) of Ordinary Shares of 10 pence each in the capital of the Company ("Ordinary Shares") provided that:

(i) the maximum aggregate number of Ordinary Shares authorised to be purchased is an amount equal to 10 per cent of the Ordinary Shares in issue at the date of the resolution;

(ii) the minimum price, exclusive of any expenses, which may be paid for an Ordinary Share is 10 pence;

(iii) the maximum price, exclusive of any expenses, which may be paid for any such share is an amount equal to 105 per cent of the middle market prices shown in the quotations for an Ordinary Share, in the Official List for the five business days immediately preceding the date on which the Ordinary Share is to be purchased;

(iv) unless previously revoked or substituted, the authority hereby conferred shall expire on conclusion of the next annual general meeting of the Company (expected to be June 2016); and

(v) the Company may make a contract for the purchase of Ordinary Shares under this authority before the expiry of this authority which would or might be executed wholly or partly after the expiry of such authority, and may make purchases of Ordinary Shares in pursuance of such a contract as if such authority had not expired.

Lesley Watkins

Company Secretary

Neptune-Calculus Income and Growth VCT PLC

104 Park Street, London W1K 6 NF