5 August 2026

GRESHAM HOUSE RENEWABLE ENERGY VCT 2 PLC

(the "Company" or "VCT 2")

Publication of Circular and Notice of General Meeting

Further to the announcement made by Gresham House Renewable Energy VCT 2 plc (the "Company") on 23 June 2026, the Company has today published a circular (the "Circular") to the Company's Shareholders setting out a recommended proposal (the "Proposal") for a members' voluntary liquidation of the Company.

The Proposal is subject to Shareholder approval and the Circular contains a notice convening a general meeting of the Company to be held at the offices of JTC UK Limited, The Scalpel, 18th Floor, 52 Lime Street, London, EC3M 7AF at 4.00 p.m. on 2 September 2026 (the "General Meeting").

Introduction

Shareholders voted to place the Company into a managed wind-down and approved associated amendments to the Company's investment policy at a General Meeting held on 13 July 2021. Since then, the Company has conducted an orderly realisation of the Company's assets in a manner that sought to achieve a balance between maximising the value of the Company's investments and progressively returning cash to Shareholders. As noted in the announcement released by the Company on 23 June 2026, the Company has now sold all its remaining Solar Assets and as noted in the announcement released on 23 July 2026, the Company has announced an interim dividend of 17.0 pence per Ordinary Share (0.0 pence per A Share), which will be paid on 21 August 2026 to Shareholders on the Register as at 6.00 p.m. on 31 July 2026 (the "Interim Dividend") in order to distribute the majority of the sales proceeds.

Since 13 July 2021 the Company has returned to Shareholders 26.0 pence per 'pair' of Shares (one Ordinary Share and one 'A' Share), equating to £6,794,589 in aggregate, by way of dividend and as at 29 July 2026 the Company had an unaudited Net Asset Value of £5,690,261 (before accounting for the Interim Dividend), equating to a NAV per 'pair' of shares (one Ordinary Share and one 'A' Share) of 21.7 pence. Following the payment of the Interim Dividend, the Company is expected to have returned to Shareholders 43.0 pence per 'pair' of Shares (one Ordinary Share and one 'A' Share), equating to £11,237,205 in aggregate, by way of dividend since 13 July 2021.

Accordingly, the Directors are recommending to Shareholders that the Company should now be placed into members' voluntary liquidation. The Circular provides Shareholders with further details of the Proposal and contains a notice of general meeting in order to convene the General Meeting at which Shareholders will be asked to approve the Proposal.

The Board believes that the Proposal is in the best interests of the Company and Shareholders as a whole and recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting.

Background to the Proposal

Following implementation of the managed wind-down strategy in 2021, the Company's assets co-owned with Gresham House Renewable Energy VCT 1 plc ("GHRE VCT 1") were marketed. In April 2023, the Board announced that the sale of two ground-mounted solar sites and approximately 1,600 commercial and residential solar installations to Downing Renewables & Infrastructure Trust plc, for a total cash consideration of £12.6 million, had concluded. The sale resulted in a NAV uplift of £0.7 million for the Company (2.7 pence per 'pair' of Shares), before taking into account the costs associated with the sale that amounted to £0.4 million per VCT, compared with the value held as at 30 September 2022.

As noted in the 2025 Interim Report, the Board appointed Jones Lang LaSalle in late 2023 to assist with the sale of the Company's remaining assets. The sale process was challenging, given difficult market conditions and the attributes of the assets being sold. At the end of June 2025, the Company entered into exclusivity with a potential buyer of the remaining Solar Assets and the necessary due diligence streams were commenced.

As announced on 6 March 2026, the Company's Small Wind Assets co-owned with GHRE VCT 1 were sold on 23 February 2026 for cash consideration and loan repayments totalling £559,000 in aggregate. This compares with the Company's last published NAV valuation (excluding cash) of £552,000 as at 31 March 2025 (with, for the avoidance of doubt, 50 per cent. of this attributable to the Company and 50 per cent. attributable to GHRE VCT 1).

As noted in the announcement released by the Company on 23 June 2026, the Company has now sold all its remaining Solar Assets to a UK entity managed by True Green Capital Management LLC, a specialist renewable energy infrastructure fund manager. The sale completed in June 2026 and following repayment of certain outstanding loan balances, this sale generated net proceeds of approximately £6.3 million for the Company. This compares with the Company's last published NAV valuation of £8.5 million as at 31 March 2025. As noted, the divestment process proved significantly more challenging and time-consuming than originally anticipated. The portfolio comprised a relatively small number of mature assets with complex financing arrangements and a range of legal, property and administrative matters that required attention as part of the sale process. These factors contributed to an extended timetable, increased transaction costs and some material price adjustments. This included a consortium relief tax repayment (plus interest); a loan prepayment to de-lever the portfolio; the impact of the Government's switch in the indexation consultation from RPI to CPI with effect from 1 April 2026; and cable reburial costs at the Parsonage solar farm.

Following these sales, the Company has now concluded its managed wind-down strategy and as at 29 July 2026 had an unaudited Net Asset Value of £5,690,261 (before accounting for the Interim Dividend). The Company's portfolio is comprised almost entirely of cash, which, as at 29 July 2026, stood at £5,678,445. There is also an amount being held in escrow relating to the sale of Solar Assets. This is held by JP Morgan Chase Bank N.A. and totals £284,031 (with 50 per cent. of this attributable to the Company and 50 per cent. attributable to GHRE VCT 1). This amount is being held in escrow to cover possible (but unlikely) penalties relating to the consortium relief tax repayment noted above. This escrow ends by 30 April 2027.

Given the managed wind-down strategy has now reached its end, the Board has determined that it is now the appropriate time to put proposals to Shareholders to undertake a members' voluntary liquidation of the Company.

The Proposal

The Board is proposing that the Company be placed into members' voluntary liquidation. This requires the approval of Shareholders at the General Meeting.

It is proposed that James Fennessey and Jonathan Amor, both licensed insolvency practitioners of Azets Holdings Limited, be appointed as joint liquidators of the Company (the "Liquidators"). The winding up of the Company will be a solvent winding up in which it is intended that all creditors will be paid in full. The appointment of the Liquidators becomes effective immediately upon the passing of Resolution 1 at the General Meeting.

Support Services Agreement with GHAM and Relevant Related Party Transaction

The existing Investment Advisory Agreement between the Company and Gresham House Asset Management Limited ("GHAM") will terminate on the Liquidators' appointment. However, the Company, the Liquidators and GHAM have entered into a separate Support Services Agreement which will take effect on the Company's entry into members' voluntary liquidation and through which it is agreed that GHAM will provide support to the Liquidators during the liquidation process as required. Services to be provided under the Support Services Agreement include but are not limited to: (i) assisting the Liquidators with any queries received in relation to the investments previously held by the Company; (ii) assisting the Liquidators in considering and adjudicating on any creditor claims received during the liquidation; (iii) assisting the Liquidators with any queries received in relation to the escrow account, reconciling any payments due thereunder and assisting in realising any balance for the benefit of the Company and its Shareholders; and (iv) providing input when requested to assist the Liquidators in connection with their maintaining records, books of account, transaction records, and related documents.

GHAM will charge for its time incurred under this agreement based on its usual hourly rates, but with each monthly fee subject to a maximum of £7,500 (plus VAT, if applicable).

The Support Services Agreement will automatically terminate on the date on which the Liquidators submit to the Registrar of Companies in England and Wales the final report in respect of the Company in accordance with section 94 of the Insolvency Act 1986 i.e. the close of the liquidation. However, the Company may also terminate the Support Services Agreement at any time by giving one month's written notice to GHAM and GHAM may terminate the agreement at any time by giving four months' written notice to the Company.

The entry into the Support Services Agreement with GHAM by the Company constitutes a Relevant Related Party Transaction under Chapter 11 of the FCA's UK Listing Rules. The Board, having been so advised by Dickson Minto Advisers LLP, believes that the entry into the Support Services Agreement by the Company is fair and reasonable as far as the Shareholders are concerned. In making its assessment, Dickson Minto Advisers LLP has taken into account the Directors' commercial assessments.

Proposed Change of Name

Shareholders should note that, following a request from the Investment Adviser (on the basis it will no longer be managing the Company's investments, responsibility for which will instead lie with the Liquidators), the Company wishes to change its name to "The Renewable Energy VCT 2 plc" as soon as possible following the Company's entry into members' voluntary liquidation. As set out further below, this proposed change of name requires shareholder approval by way of special resolution at the General Meeting.

The Liquidators and the Liquidation Fund

On the passing by Shareholders of Resolution 1, the Liquidators will assume responsibility for the winding up of the Company, including realisation of any remaining assets, finalisation of the tax affairs, payment of fees, costs and expenses, discharging any remaining liabilities of the Company and the distribution of surplus assets to Shareholders. The Liquidators will retain sufficient funds to meet the current, future and contingent liabilities of the Company, including the costs and expenses (inclusive of VAT, if applicable) of the Proposal not already paid at the point of liquidation and an additional retention (the "Liquidators' Retention") of £100,000 for any unascertained, unknown or contingent liabilities (altogether, the "Liquidation Fund"). Based on analysis as at 29 July 2026, the value of the Liquidation Fund, including the Liquidators' Retention, at the point of the Company's entry into members' voluntary liquidation is estimated to be approximately £974,000.

Once the Liquidators are satisfied that the Company's tax record is complete with no outstanding returns or liabilities due to HMRC, the escrow amount has been realised, the claims of any remaining creditors of the Company have been discharged and the costs and expenses of the Proposal have been paid, the Liquidators may make a final distribution to Shareholders. Such final distribution, if any, will not be made until the Liquidators have completed their statutory duties to seek out, adjudicate and pay creditors' claims and HMRC has confirmed either verbally or in writing its agreement to the Company's tax returns and that it has no objection to the closure of the liquidation, and will be made in accordance with the terms of the Articles. Accordingly, there can be no certainty as to the timing and quantum of the final distribution, if any. Shareholders on the Register of Members as at 6.00 p.m. on 1 September 2026 will be entitled to any distribution(s) during the liquidation.

Service Providers

As noted above, the existing Investment Advisory Agreement will terminate on the appointment of the Liquidators and, subject to the passing of Resolution 1 at the General Meeting, the Company will enter into the Support Services Agreement with GHAM.

If Resolution 1 is passed, it is also intended that Christian Yates and Andrew Donovan, given their knowledge of the Company and the asset sale process, will assist the Liquidators as required during the course of the liquidation. Each of Mr Yates and Mr Donovan will be paid a fee of £1,000 (plus VAT if applicable) per month for all such assistance (with such assistance not expected to be required for more than 12 months).

In addition, the Company's Registrar will be retained by the Company during the liquidation period.

Save as set out above, the Company is taking steps to ensure that the appointment of its other service providers will terminate should Resolution 1 be passed.

Suspension and Cancellation of Listing

In order to facilitate the implementation of the Proposal, the Shares will be suspended from listing on the Official List and from trading on the London Stock Exchange with effect from 7.30 a.m. on 2 September 2026, being the date of the General Meeting.

If Resolution 1 is passed at the General Meeting, the cancellation of the listing of the Shares on the Official List and the Shares ceasing to trade on the London Stock Exchange would take effect as soon as practicable thereafter.

Costs and expenses of the Proposal

If appointed, the Liquidators will be entitled to receive remuneration for their services by reference to the time properly given by them and their staff, as well as to raise and draw invoices in respect of disbursements, on the terms set out in the Liquidators' Engagement Letter and in Resolution 1.

The fixed costs of the winding up of the Company, including advisory costs and the costs involved with the preparation of the Circular and the convening of the General Meeting, but excluding the costs of the Liquidators incurred during the course of the liquidation, are estimated to be approximately £141,500 plus VAT (and any IPT).

As noted above and based on analysis as at 29 July 2026, the value of the Liquidation Fund, including the Liquidators' Retention, at the point of the Company's entry into members' voluntary winding up is estimated to be approximately £974,000 with an additional amount of £142,016 held in the escrow account.

Summary of the Resolutions to be proposed at the General Meeting

Resolution 1: The implementation of the members' voluntary liquidation will require Shareholders to pass Resolution 1 to be proposed at the General Meeting. Resolution 1 will be proposed as a special resolution and, accordingly, will require at least 75 per cent. of the votes cast to be cast in favour in order to pass. Resolution 1 relates to the approval of the Company being wound up voluntarily and the appointment of the Liquidators for the purpose of the winding up. It grants the Liquidators authority to make distributions in cash to the Shareholders (after payment of the Company's liabilities and after deducting the costs of implementation of the Company's winding up), in proportion to their holdings of Shares in accordance with the provisions of the Articles. It also grants the Liquidators authority to exercise certain powers laid down in the Insolvency Act 1986 and determines the remuneration of the Liquidators by reference to the time spent attending to matters.

Resolution 2: The Company wishes to change its name to "The Renewable Energy VCT 2 plc" as soon as possible following the Company's entry into members' voluntary liquidation. Under the Companies Act, Shareholders are required to approve, by way of special resolution, any change of name of the Company. Accordingly, in order to effect the change of name, Shareholders are required to pass Resolution 2 to be proposed at the General Meeting. The proposed change of name is conditional on the Company being placed into member's voluntary liquidation and therefore Resolution 2 is stated to be conditional on the passing of Resolution 1. Resolution 2 will be proposed as a special resolution and, accordingly, will require at least 75 per cent. of the votes cast to be cast in favour in order to pass.

The Notice of General Meeting contained in the Circular sets out the full text of each Resolution.

Expected Timetable

Note: All references to time in this announcement are to London (UK) time. The above times and/or dates may be subject to change and, in the event of such change, the revised times and/or dates will be notified to Shareholders by an announcement through a Regulatory Information Service.

General

This announcement does not contain all the information which is contained in the Circular and Shareholders should read the Circular before deciding what action to take in respect of the Proposal.

Defined terms used in this announcement have the meanings given in the Circular unless the context otherwise requires.

A copy of the Circular will be submitted to the Financial Conduct Authority and will be available for inspection at the National Storage Mechanism which is located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website at https://greshamhouse.com/real-assets/energy-transition-investment/gresham-house-renewable-energy-vct-2-plc.

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