Thames Ventures VCT 2 plc (“the Company")

LEI: 21380035MV1VRYEXPR95

13 October 2022

Publication of Healthcare Prospectus

The Company has today issued a prospectus (comprising a Securities Note, Registration Document and Summary) (the "Healthcare Prospectus") relating to offers for subscription (“Offers”) by the Company to raise up to £10 million (with an over-allotment facility for up to a further £15 million) Healthcare Shares of 0.1p each following the approval of the Healthcare Prospectus by the Financial Conduct Authority.

The maximum number of shares that may be allotted under the Offers (including the over-allotment facility and shares to be allotted to management pursuant to performance incentive arrangements) is 40 million Healthcare Shares.

Smaller Related Party Transaction

Under the terms of the sponsor and promotion agreement (“Promotion Agreement”), the Company will pay the Healthcare Promoter, Downing LLP, a fee in relation to monies subscribed under the Offers (which could total up to £25 million if the over-allotment facility is fully utilised): of 3.0% where intermediary commission is payable or the application is direct, or 0% otherwise (“Promoter’s Fee”). In addition, a trail commission of 0.25% per annum of the Net Asset Value (“NAV”) of the Shares subscribed under the Offer will be payable to the Promoter, from which it will be responsible for paying trail commission to eligible intermediaries, with any excess reimbursed to the Company. Out of the Promoter’s Fee, the Promoter will be responsible for paying all the costs of the Offers.

Downing LLP, the Healthcare Promoter is also the investment manager to the Company in respect of the Healthcare Share pool and is a related party of the Company for the purposes of the Listing Rules. The fees referred to above constitute a smaller related party transaction for the purposes of the Listing Rules and, as such, Listing Rule 11.1.10 applies. The Board considers the fees to be in line with market practice.

The Offers will open for applications on at 1 pm on 26 October 2022 and will close at 12 noon on 5 April 2023 for the 2022/2023 tax year and 3.00 pm on 31 May 2023 for the 2023/2024 tax year, or earlier if the Offers are fully subscribed. The Board of the Company reserves the right to close the Offer earlier, or to extend the Offer (to no later than 30 September 2023).

The Healthcare Prospectus has been approved by the Financial Conduct Authority and will shortly be available to view at the online viewing facility of the National Storage Mechanism at the following website address: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Copies of the Healthcare Prospectus and are available, free of charge from the Company's registered office, St. Magnus House, 3 Lower Thames Street, London EC3R 6HD and on Downing's website at www.downing.co.uk/existing-investor/thames-ventures-vct-2