manager’s update - hgcapital trust

Sector expert investors supporting management to grow industry champions

Manager’s updateto HgCapital Trust plc and its shareholders – December 2012

LONG-TERM RECORD Strong returns across the cycle with 111 investments made, 90 fully or substantially realised since 1990 producing gross returns of 2.5x original cost

TRUST PERFORMANCE

The Trust has delivered a total return of 19.3% p.a. over the past 10 years to 30 November 2012, versus 8.1% from the FTSE All-Share Index In November 2012, the Trust raised £35.5 million through the exercise

of over 3.7 million subscription shares. Net assets now stand at £423.8 million

Deep sector expertise used to identify the highest quality growth companies in market niches, typically growing at 2-3x GDP, driven by fundamental long-term factors

INVESTMENT STRATEGY

GROWTH PORTFOLIO Over the last 12 months to 31 October 2012, the top 20 companies in aggregate have seen growth of 10% in sales and 10% in EBITDA


HIGHLIGHTS

Important information: Past performance is not necessarily a reliable indicator of future results. 02

OUR APPROACH TO INVESTING

OUR INVESTMENT STRATEGY AND TACTICS

INVESTMENT ENVIRONMENT

The macro-economic environment across Western Europe has weakened again in the last six months, heading downwards from a position which we already regarded as poor across most of the region. We believe that the underlying numbers and data for mid-cap companies in general are probably worse than those being discussed by governments, economists or market commentators.

We have consistently reported our cautious view of Western European economic prospects since 2009, assuming minimal levels of GDP growth and high volatility, generally taking a more bearish stance than most economic commentators over the last four years, which has not changed. As a result, whilst the lack of economic growth is disappointing it is not a surprise and it does not fundamentally effect our ability to make good investment returns for our clients. Since 1990, 99% of our buyout investments have been in Northern Europe and our exposure to the weakness in Southern Europe and to the Euro-zone itself is therefore much lower than most of our peers.

We continue to believe, that macro-economic factors have relatively little bearing on our performance over the medium and long-term. This is because our investment strategy is focused on using deep sector expertise to identify market niches that exhibit strong secular growth despite a weak overall economy and provide consistent opportunities to make multiple investments that benefit from these fundamental growth trends. Our sector expertise, developed over 10-15 years, is used to identify the highest quality, growth companies in market niches which are growing at typically 2-3x GDP, driven by fundamental long-term factors. An example we have often cited is the increasing penetration of internet-based transactions for businesses, a trend we identified many years ago and exploited in several different sectors. Companies such as Visma, Achilles, Epyx, Lumesse and Group NBT, all benefit from this and have produced consistent aggregate growth in revenue and profit in excess of 10% p.a. since 2008. Less obvious examples include JLA and ATC both companies providing business critical services to a fragmented customer base and both delivering robust growth.

We believe that such companies are more attractive to both trade and financial acquirers when the time comes to realise these investments. Our recent realisations of SHL, Mercury Pharma and part of our UK wind renewables portfolio amply demonstrate this, high quality, growth businesses which were coveted by strategic trade and financial acquirers – in aggregate these three investments returned over £500 million to clients (and £67.2 million to HgCapital Trust) at an average IRR of 38% in the last five months.

HgCapital has identified this space as our target due to the number of high quality companies to invest in and our ability to generate strong, repeatable returns.

Once we have found a successful niche or business model we will seek to make multiple investments in the area, using our knowledge and networks.

HgCapital’s five sector teams combine the domain knowledge and expertise of a trade buyer – giving them superior credibility and the ability to make confident decisions – with the speed of execution and discipline of a financial investor – leading to high conversion rates on deals.

This deep sector focus is channelled through a rigorous, research-based, thematic investment process, to identify systematically the most attractive sub-sectors of the European mid-market and then repeatedly invest in them with the intention of optimising deal flow and improving returns.

Following each investment, HgCapital’s dedicated portfolio management team works to protect and enhance value by adopting clear strategies for growth and ultimate exit.

With experienced people and an approach that focuses on delivering value, HgCapital has the capability and commitment to deliver strong investment returns to investors.

Enterprise values of £20 - £500 million

• Controlbuyoutsacross thehealthcare,industrials,servicesandTMTsectors

• PrimarilyNorthernEurope

• Specialistinfrastructurethroughrenewable energyprojects

BEHAVE MORE

TRADE THAN

FINANCIAL

BUYER

Decadesof sub-sector

understanding

BRING BENEFIT

OF LEARNING

CURVE

Priorexperience acrossmultiple dealsinthesame

sub-sector THEMATIC

SECTOR

EXPERT INVESTOR

BRING INTERNATIONAL

INDUSTRY PERSPECTIVE

butwithlocalknowledge


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PORTFOLIO TRADING OVERVIEW

Notwithstanding the fact that economic weakness has taken a tighter grip on Europe and the United Kingdom with continued sluggish growth in the last year, the top 20 buyouts have delivered aggregate sales and EBITDA growth of 10% over the last 12 months (LTM) to 31 October 2012.

PORTFOLIO TRADING AND GROWTH


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Investing in HgCapital Trust plc gives you access to a portfolio where the current top 20 companies have aggregate sales of £2 billion, profits of c. £450 million, margins of 22%.

Of these top 20 investments, nine (47% by value) increased sales by greater than 10%, including one by more than 20%. Whilst this category is down by one company compared to the portfolio trading update as at 31 May 2012, this trend is skewed by the recent sale of two fast growing companies, namely SHL and Mercury Pharma. Only three companies (6% by value) reported a decline in year-on-year sales.

Seven out of the 20 companies (43% by value) increased EBITDA by more than 10%. The top three fastest growing companies (Visma, Achilles and ATC) have seen EBITDA growth of more than 15% over the last 12 months. The latter two are clearly benefiting from the more global nature of their business.

Of these top 20 investments, seven have reported a decline in EBITDA year-on-year. For some of the investments, this decline

in profit is explained by their direct exposure to a weakening consumer sector, such as Teufel and Schleich, or to a belt tightening public sector, such as Frösunda and Mainio Vire. Other companies, such as Group NBT have seen profits temporarily depressed as they continue to invest in longer term growth initiatives, such as marketing, product innovation or international expansion.

We believe that maintaining our focus on the acquisition of sustainable growth businesses with high levels of repeat revenues from a large number of customers and high level of intellectual property in spite of a generally weak and unstable economy, will help position the portfolio well to continue to grow and present opportunities for those companies that are leaders in their sectors.

£’00

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LTM Sales % of top 20 portfolio by value within associated band

(5%) - 0% pa 0% - 5% pa 5% - 10% pa 10% - 15% pa >15 % pa

6% 19% 28% 40% 7%

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TOP 20 LTM SALES GROWTH

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LTM Sales % of top 20 portfolio by value within associated band

(5%) - 0% pa 0% - 5% pa 5% - 10% pa 10% - 15% pa >15 % pa

6% 19% 28% 40% 7%

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EBITDA growth bandsNumber of investments within associated band

9%

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38%

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TOP 20 LTM PROFIT GROWTH

Important information: Past performance is not necessarily a reliable indicator of future results.

NEW INVESTMENT ACTIVITY IN THE SECOND HALF OF 2012

INVESTMENT ACTIVITY

NEW INVESTMENT ACTIVITY

2012 has been a quiet period for new acquisitions. Attention has continued to be focused on bedding in the 2010 and 2011 acquisitions in the portfolio, looking for value enhancing bolt-on acquisitions and refreshing our sector based research for new opportunities.

In the last six months, HgCapital has completed two new buyout investments, one on behalf of clients of the Hg Mercury fund and another in the Services space where we have made a series of small acquisitions as part of a roll-up of businesses in this area.

Valueworks Limited, a B2B electronic marketplace, was the first investment made by the Hg Mercury Fund, launched in 2011. The Trust’s share of this investment is £2.5 million. This investment fits HgCapital’s thematic sector driven strategy with strong defensible market positions in growth areas.

Further information on the Valueworks acquisition can be seen on the following page.

Over the last four months the Services team have completed three small acquisitions in the UK automotive after-market car parts distributor sector as part of a roll-up of businesses in this area.

The £4.5 billion UK market is the amongst the most fragmented in Europe with over 1500 participants and is characterised by more owner management in the sector than in other EU countries and we believe that there are several market, regulatory and commercial catalysts that will encourage consolidation of this sector in both the UK and Europe offering a number of interesting investment opportunities.

The acquisitions of CES, Allparts and SC Motor Factors have combined turnover in excess of £90 million and we are continuing to look at further opportunities in this space. To date we have deployed a total of £37 million of client capital, of which the Trust’s share is £5.6 million. The individual businesses are in the process of being integrated and we will be providing further detail on this in the Trust’s full year Report and Accounts.

Investment by Company Sector Geography Activity Deal type Fund HgCapital Trust plc £’000

UK parts distribution roll-up Services UK After-market car parts distributor Buyout Hg6 5,569

Valueworks TMT UK Electronic marketplace for goods & services procurement Buyout Mercury 2,474

TotalinvestmentbytheTrust 8,043


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PORTFOLIO ACTIVITY

As we stated earlier in the year, 2012 has seen an emphasis on working with the management teams to help them to deliver their strategic plans to grow their businesses. In total £12.6 million has been invested by the Trust over the course of the second half of the year, comprising £8.0 million in new investments and £4.6 million in further investments into our portfolio.

In the second half of the year we took the opportunity to increase our investment in SimonsVoss by buying a minority position held by the founder of the business. SimonsVoss, a provider of digital locking and access control systems, continues to offer attractive growth potential. The Trust’s share of this further investment was £4 million.

Over the course of the last five months £0.6 million of the Trust’s assets have been deployed in renewable power assets, including more investment into RPP2.

BUSINESS DESCRIPTION

Valueworks provides a private B2B electronic marketplace through which c. 300 buyers (principally social housing organisations), procure goods and services, primarily relating to social housing planned repair and maintenance. The business operates a sophisticated network and catalogue which enables buyers to specify procurement requirements in detail and capture precise supplier data.

The network aggregates buyer demand, captures transaction spend, monitors contractor activity, manages rebates and delivers operational efficiencies for both buyers and suppliers using the network.

WHY WE INVESTED

Valueworks represents a continuation of HgCapital’s TMT theme of partnering with market-leading industry champions in

electronic marketplaces and private networks (e.g. Achilles (HgCapital 5), Epyx (HgCapital 6) and Visma’s Proceedo division (HgCapital 5)).

Valueworks is a highly scalable B2B platform with a proven historic track record of driving spending growth from new landlords and new markets (e.g. contractors).

There is substantial headroom for further growth through expanding the business within the current market (landlords) and adjacent segments (contractors / private construction), as well as regionally. There is also the opportunity to launch networks in adjacent categories such as healthcare and education.

Valueworks provides a unique, best-in-class product in the social housing market and has a strong regional presence in Northern England.

The business benefits from a supportive social housing market environment characterised by increasing need for regulation, efficiency and transparency.

HOW WE INTEND TO CREATE VALUE

A core part of the investment thesis is to focus substantial resources on the company’s sales & marketing operations to accelerate the growth of the business in the social housing space with the aim of supporting the creation of the pre-eminent UK construction-procurement-network, targeting social housing landlords and contractors.

In addition, HgCapital will support Valueworks’ professionalisation of the business, improving financial forecasting processes and using our proven experience in the electronic networks segment for the benefit of the business.

HOW WE PLAN TO CRYSTALLISE VALUE

We believe the exit options for Valueworks will be attractive, with a trade sale or secondary buyout being viable exit options.

VALUEWORKS

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Website: www.valueworks.co.uk

Sector: TMT

Geography: UK

Investments in small-cap TMT

Total Net valuation assets £’000 %

Valueworks 2,474 0.6

TotalMercury investments 2,474 0.6

In 2011, the Trust made a £60 million commitment to HgCapital’s new Mercury Fund, specialising in lower mid-market TMT investments with an Enterprise Value of between £20 million and £80 million. This is an area where HgCapital has historically made many profitable investments and has now set up a dedicated team of investment professionals focused on this niche.

This dedicated fund is intended to target smaller buyouts in the same thematic TMT sub-sectors but with significant incremental resources added to the existing HgCapital sector team. The addition of Mercury alongside the existing TMT team further reinforces the scale and capability of HgCapital within this sector.

Investments in renewable energy

All figures as at 30 November 2012

07

HgCapital’s specialist team seeks to identify and acquire control positions in high quality European renewable energy infrastructure projects with minimal GDP risk, favourable inflation links and using proven technologies. Our gross target return on investment is 17-20% p.a.

Renewable energy is the fastest growing segment of the power sector and it is increasingly cost-competitive as technology improves and the costs of traditional fuels rise.

HgCapital’s value creation model combines an ability to independently source deals and finance them with prudent levels of leverage with active asset management. In addition, we aim to build utility-scale power platforms with our assets to drive operational cost synergies and maximise exit options.

The Trust holds an investment via limited partnership interests in the Manager’s two renewable energy funds, RPP1 and RPP2.

RPP1

HgCapital’s first renewable energy fund (fund size €303 million) began in 2006 and has since built a number of utility-scale power platforms across Europe using “A-grade” assets (superior renewable resource, proven technologies and robust contractual structures) and optimising them using our proven specialist experience. HgCapital Trust’s commitment to the Fund is €21.6 million. These platforms are:

• UK onshore wind: two projects of 45MW in construction

• Nordic onshore wind: one operating project of 95MW

• Spanish solar PV: seven operating projects of 61MW

In addition, the UK onshore wind platform has 132MW of projects with planning permission and another 32MW in planning

RPP2

The second fund (fund size €542 million)began in 2010 with the plan to replicate the strategies of the first. HgCapital Trust’s commitment to the Fund is €40 million.

The following platforms are under way:

• Nordic onshore wind: one operating project of 44MW with a further 52MW project in construction

• Spanish mini-hydro: 34 operating projects of 120MW

• Irish onshore wind: one 45MW project in construction and a further 131MW of projects in pre-construction

EXIT

In August 2012, RPP1’s UK Onshore Wind operating portfolio, consisting of three operating wind farms with a combined capacity of 102MW, was sold to the asset management arm of Munich Re, MEAG, at an investment multiple of 2.0x and a gross IRR of 20% p.a. The proceeds from the sale returned £5.3 million to the Trust. The sale represents a significant realisation for RPP1. MEAG’s acquisition was in line with our investment strategy of building utility-scale platforms of high quality power generation assets with strong operating track records that are attractive for institutional investors seeking long-term rewards.

Total valuation Net assets £’000 %

UK Wind Development 3,944 0.9

Spanish Solar 3,528 0.8

Nordic Wind 2,341 0.6

Other 209 0.1

RPP1Fund 10,022 2.4

Nordic Wind 3,779 0.9

Spanish Hydro 3,043 0.7

Irish Wind 1,476 0.3

Other 168 0.1

RPP2Fund 8,466 2.0

Totalrenewable energyinvestments 18,488 4.4

Diversification by value

Resource

64% Onshore wind

19% Solar

17% Hydro

Geography

36% Spain

34% Nordic

22% UK

8% Ireland

RENEWABLE ENERGY

EXITS AND REALISATIONS

SHL MERCURY PHARMA

In the last five months, HgCapital has returned in excess of £500 million to its clients, including £67.2 million to the Trust, a record for the firm in such a period.

The two 2012 buyout realisations were each at a significant premium to the December 2011 carrying value and demonstrate the benefits of acquiring premium quality companies which are attractive to a range of suitors in any economic environment because of their superior financial return characteristics, their defensibility exemplified by growth through the last three years’ recession, and their strategic positions as champions in their respective sectors.

In July we announced the sale of SHL, the global leader in talent management, to a US trade buyer, The Corporate Executive Board Company, for $660 million. The sale represents an investment multiple of 3.1x original cost and a gross IRR of 26% p.a. over the investment period. The Trust received proceeds of £26.5 million on exit.

In August, Mercury Pharma was sold to Cinven, a private equity investor, for £465 million. The initial proceeds from the sale realised £35.4 million in cash for the Trust. This represented a total return of 4.1x original cost (potentially rising to 4.3x) and a gross IRR of 67% p.a. over the investment period. More detail on these exits can be found over the next few pages.

OUTLOOK

We remain relatively cautious about new investment, although within our sectors of expertise we continue to find pockets of opportunity to acquire sector-leading businesses at reasonable prices, often where we have had the opportunity to build relationships with such companies over many years before making an investment.

We continue to see an active interest from outside parties looking to acquire a number of our portfolio companies, as a result of their growth and market positions, and we therefore expect to continue to realise investments and

return capital to clients at a rate consistent with that we have delivered over the last few years. That rate is considerably ahead of our private equity peers demonstrating two things:

a) we have a relatively young and fast growing portfolio – a “store of value” for the future and

b) “cash is king” – good companies will be sold for good prices even in tough times, and we have a portfolio of very good companies that attract interest from both strategic and financial players.


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Global market leader in objective psychometric assessment

Sector: Services

Geography: UK

Investment date: October 2006

Exit Route: Trade sale

3.1xInvestment return multiple of cost:

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£m

Gross IRR: 26% p.a.

Niche pharmaceutical company

Sector: Healthcare

Geography: UK

Investment date: December 2009

Exit Route: Financial buyer

4.1xInvestment return multiple of cost:

40353025201510

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Totalreturn

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£8.5m

121% uplift

£19.4m

Gross IRR: 67% p.a.Please note that the figures provided in the charts above relate to HgCapital Trust’s share of these transactions.


BUSINESS DESCRIPTIONSHL is the global market leader in talent assessment, driving improved business results for its clients by providing better intelligence about their people - from recruiting to employee development and succession planning. In January 2011, SHL merged with PreVisor, a leading provider of on-demand employment assessments in North America. The merger gave SHL improved access to the North American market as well as access to a new set of complementary products.The SHL Group carries out more than 25 million assessments per year, in 150 countries and 30 languages for over 10,000 clients. SHL Group provides behavioural and ability assessments and tools and services to enterprises and governments globally. Its solutions include over 1,000 assessments delivered by Software-as-a-Service based solutions, PC, paper-and-pencil and face-to-face.

INVESTMENT RATIONALESHL’s market was growing at over 9% p.a. as psychometric testing became more viable and penetrated further into the corporate world, driven by a move to online testing. SHL had opportunities to expand into new markets through acquisitions and organic growth.Protected repeat revenue came from high levels of intellectual property and customer loyalty as a result of SHL training programmes.There was the opportunity to increase operating efficiencies and cost control (the reason for poor performance in the early 2000s).

The disposal of non-core assets provided the opportunity for a quick cash repayment.

THE DEALHgCapital originally met the company in 2002 and continued to monitor the company closely over the next four years.The adviser appointed to sell the business had a strong relationship with HgCapital, which ensured an early invitation to the auction process. Management were attracted to HgCapital due to its speed in completing the transaction, its credentials, up front work and active portfolio management approach.

HOW HgCAPITAL SUPPORTED SHL• Accelerated the company’s focus on web-

based products, investing in technology and implementing best in class sales processes

• Took advantage of EBITDA margin improvement opportunities as the business moved away from low margin Assessment to Product

• Increased focus on operating efficiency• Sold non-core assets• Introduced strategic business planning• Successfully implemented a cost

reduction exercise• Recruited a new Chairman, CEO, Sales

Director, Chief Commercial Officer and Chief Technology Officer

• Merger completed with PreVisor, a leading provider of on-demand employment assessments in the North American market,

helping to expand geographically while also bringing a new range of products into the business

• Undertook an acquisition market-mapping and a pricing study was created

• The creation of a shared service centre delivered a more centralised approach to both the front and back office

PERFORMANCE IMPROVEMENTDespite experiencing challenging trading conditions during 2009 (and being written down to 0.4x), SHL performed well overall during HgCapital’s investment period, delivering revenue and EBITDA growth of 80% and 200% respectively, both organically and via acquisition.

THE EXIT SHL was sold to a listed US trade buyer, The Corporate Executive Board Company in July 2012, for $660 million returning 3.1x original cost and a gross IRR of 26% p.a.

Website: www.shl.com Sector : Services Geography: UK

REALISATION: SHL

09

“WereceivedgreatsupportfromtheHgCapitalteam,enablingustodrivesignificantpositivechangeandproducingastronger,moreattractiveandmorevaluablebusiness.Itwasarealpartnership.”

DavidLeigh CEO of SHL


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BUSINESS DESCRIPTION

Mercury Pharma is a highly profitable niche pharmaceutical company based in the UK. It distributes niche branded original and non-branded generic medicines. Although the product portfolio is well diversified, the company has particular strength in pain relief products and hospital supply.

It is primarily focused on serving the UK, where demand for its products benefits from attempts to reduce prescription costs. The principal growth drivers are the life-cycle management of its existing drugs as well as the targeted development, in-licensing, or acquisition of further products.

INVESTMENT RATIONALE

Mercury Pharma was a diversified business with interests in pharmaceuticals, OTC, property, and a call centre. Although underinvested, its core pharmaceutical business had good growth prospects, and demonstrated strong cash generation and high margins supported by an outsourced production model. It had low marketing costs and a company operated back office in India.

The investment case focused on three pillars. Firstly, we intended to sell all non-core businesses and re-focus the company on its pharmaceutical core. Secondly, we planned to increase overall investment into improving supply chain and regulatory processes. Thirdly, we wanted to invest into business

development, thereby accelerating organic revenue growth.

THE DEAL

The Healthcare Team had been looking for an attractively positioned niche pharmaceuticals business for three years:

• Mercury Pharma was actively monitored as part of this deal sourcing effort

• Management had been planning to take the business private and chose HgCapital as their partner, based on HgCapital’s track record in healthcare and in P2P transactions

HOW HgCAPITAL SUPPORTEDMERCURY PHARMA

HgCapital first strengthened the management team to execute the investment strategy. A new Chairman, CEO and heads of Business Development and Operations were recruited.

With the team in place the plan to create a focused pharmaceutical business began. The consumer health division as well as other ancillary business parts were divested in line with our investment strategy. At the same time, we invested into both quality and business development which left a more successful pharmaceutical business to pursue higher revenue growth via in-licensing opportunities and international expansion alongside supply chain efficiency gains and procurement savings.

PERFORMANCE IMPROVEMENT

The business performed strongly during HgCapital’s ownership period, consistently ahead of investment case, nearly doubling EBITDA on an organic basis.

THE EXIT

In August 2012, HgCapital sold Mercury Pharma to Cinven, a private equity investor, for £465 million.

The initial proceeds from the sale represent an investment multiple of more than 4.1x (which could increase to 4.3x once all further potential proceeds have been received) and a gross IRR of 67% p.a. over the investment period. This sale was made at an uplift of £10.2 million to the June valuation of the Trust’s investment.

Website: www.mercurypharma.com Sector : Healthcare Geography: UK

REALISATION: MERCURY PHARMA

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“TheMercuryPharmastoryisoneofsuccessallround–forstaff,managementandinvestors.ThiswasinnosmallpartdownthepositiveattitudeandsupportgiventousbyourHgCapitalfriendsduringourtimetogether.Theyprovidedpracticaladviceandsupportthatreallyhelpedthecompanyperformbothonourdaytodayactivitiesandonexit.”

John Beighton CEO, Mercury Pharma


Performance

INVESTMENT OBJECTIVEHgCapital Trust plc (the “Trust”), which was established in 1989, is an investment trust listed on the London Stock Exchange (ticker : HGT.L). The Trust’s objective is to provide shareholders with long-term capital appreciation in excess of the FTSE All-Share Index by investing in unquoted companies.The Manager, HgCapital, seeks to meet the investment objective of the Trust using a business model that combines deep sector knowledge, a rigorous research-based approach and associated thematic investment origination and selection to systematically identify and repeatedly invest in the most attractive segments of the European mid-market, optimising deal flow and improving returns.HgCapital focuses on buyouts across the healthcare, industrials, services and TMT sectors and specialist infrastructure through renewable energy projects.

WHY INVEST?The Trust provides investors with exposure to a diversified portfolio of private equity investments primarily in the UK and Continental Europe. HgCapital’s long standing investment in establishing and maintaining deep sector expertise is a key differentiator in the European Private Equity environment which has delivered superior returns over the past 10 years, with the Trust’s share price outperforming the FTSE All Share by 2.7x on a total return* basis.

FINANCIALHIGHLIGHTS(to30November2012)

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Share price NAV (diluted) FTSE All-Share Index

CUMULATIVEHISTORICPERFORMANCE%P.A. (totalreturn*to30November2012) HISTORIC TOTAL RETURN* PERFORMANCE (to30November2012)

Total return performance record rebased to 100 at 30 November 2002 Source: Factset. *Total return assumes all dividends have been reinvested. Source: Factset, HgCapital

YTD One Three Five Seven Ten 2012 year years years years years % % % pa % pa % pa % pa

Net Asset Value (diluted) 11.7 7.1 12.3 7.6 12.9 15.4

Net Asset Value (basic) 10.3 5.1 12.6 7.7 13.0 15.5

Share price 4.6 (1.0) 7.8 6.5 10.5 19.3

FTSE All Share Index 11.2 12.1 8.7 2.4 5.3 8.1

Share price performance vs FTSE All Share Index (6.6) (13.1) (0.9) 4.1 5.2 11.2

Based on the Company’s share price at 30 November 2012 and allowing for dividends to be reinvested, an investment of £1,000 ten years ago would now be worth £5,860. An equivalent FTSE All-Share Index return would be worth £2,171.

Ten year compound annual growth rate of the diluted NAV per share on a total return basis*+15.4%

10 year historic out performance of the FTSE All Share on a total return basis*2.7x

Ten year compound annual growth rate of the share price on a total return basis vs. 8.1% p.a. from the FTSE All-Share Index+19.3%

11Important information: Past performance is not necessarily a reliable indicator of future results. A copy of the annual and interim reports can be found on www.hgcapitaltrust.com.

OUTSTANDING COMMITMENTS

Based on the 30 November 2012 NAV, liquid resources (including a £40 million undrawn bank facility) are £160.6 million at 30 November 2012 (38% of the NAV).

The Trust’s undrawn commitment to HgCapital funds is £168.8 million (40% of the NAV) at 30 November 2012.

HgCapital Trust plc has the benefit of an opt-out provision in its commitment to invest alongside HgCapital 6, so that it can opt out of a new investment without penalty should it not have the cash available to invest.

*Including investment valuation and accrued interest.

Portfolio

NETASSETS(asat30November2012)

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Year of Total valuation* Net assetsAssets Sector Location investment £’000 %

Twentylargestprimarybuyoutinvestments 1 Visma TMT Nordic Region 2006 28,819 6.8%2 TeamSystem TMT Italy 2010 26,633 6.3%3 IAS TMT UK 2011 25,598 6.0%4 Lumesse TMT UK 2010 18,913 4.5%5 Achilles TMT UK 2008 17,698 4.2%6 ATC Services Benelux 2011 16,046 3.8%7 Group NBT TMT UK 2011 14,249 3.4%8 JLA Services UK 2010 13,402 3.2%9 Epyx TMT UK 2009 12,522 3.0%10 Voyage Healthcare UK 2006 12,482 2.9%11 SimonsVoss Industrials Germany 2010 12,324 2.9%12 Manx Telecom TMT UK 2010 11,744 2.8% 13 Qundis Industrials Germany 2012 11,504 2.7%14 Frösunda Healthcare Nordic Region 2010 8,305 1.9% 15 Schleich Consumer & Leisure Germany 2006 6,683 1.6%16 Sporting Index Consumer & Leisure UK 2005 6,029 1.4%17 Teufel Industrials Germany 2010 5,716 1.3%18 UK parts distribution roll-up Services UK 2012 5,567 1.3% 19 CSH TMT UK 2011 5,058 1.2% 20 Mainio Vire Healthcare Nordic Region 2011 4,755 1.1%

Toptwentyprimarybuyoutinvestments 264,047 62.3%Other primary buyout investments 14,261 3.4%Totalprimarybuyoutinvestments 278,308 65.7%

Secondarybuyoutinvestments 1 HgCapital E LP Fund UK 2011 10,191 2.4%Totalbuyoutinvestments 288,499 68.1%

RenewableEnergyinvestments 1 RPP1 Fund Renewable Energy Europe 2006 10,022 2.4%2 RPP2 Fund Renewable Energy Europe 2010 8,466 2.0%TotalRenewableEnergyinvestments 18,488 4.4%

Totalallinvestments 306,987 72.5%Cash and other liquid assets 120,565 28.4%Net current liabilities (3,740) (0.9%)Netassets 423,812 100.0%

Geographicspread byvalueoftheprimary buyoutportfolio†

55% UK

15% Nordic Region

14% Germany

9% Italy

6% Benelux

1% Switzerland

†Percentages are based on fixed assets and accrued interest and are shown by value††Percentages are based on net assets

Assetclass††

72% Unquoted

28% Cash & other assets

Vintagebyvalue oftheprimary buyoutportfolio†

7% 2012

24% 2011

35% 2010

5% 2009

8% 2008

21% pre 2008

Dealtypebyvalue†

94% Buyout

6% Renewable energy

Sectorbyvalue oftheprimary buyoutportfolio†

59% TMT

14% Services

12% Industrials

10% Healthcare

5% Consumer & Leisure

Fairvalueclassification†

54% Earnings

21% Price of recent investment

15% Written down

9% Fund net assets

1% Other

Portfolio

PORTFOLIOANALYSIS(asat30November2012)

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CALENDARYear end 31 DecemberResults published Full year : 8 March 2013IMS / AGM 8 May 2013

FINANCIALSASAT30NOVEMBER2012Index FTSE ALL ShareTicker Codes: Ordinary Shares HGT Subscription Shares HGTSOrdinary Shares in issue 35,564,185 Subscription Shares in issue 1,760,513 Market Capitalisation £357.1 millionNet Assets £423.8 millionNAV per Ordinary Share Diluted 1,183.8p Basic 1,191.7p Share Price Ordinary Shares 1,004.0p Ordinary share price discount to NAV (diluted) 15.2%Ordinary share price discount to NAV (basic) 15.8%Share Price Subscription Shares 38.8pContinuation Vote 2015

Unquoted investments were last valued at 30 June 2012, and will next be revalued at 31 December 2012.

Important information

This document is issued and approved by Hg Pooled Management Limited. Nothing in this document is intended to constitute advice and this document should not be taken as a recommendation to buy or sell shares in HgCapital Trust plc. If you are interested in HgCapital Trust plc, you should contact your financial advisor before making any investment decision. Remember that past performance is not necessarily a reliable indicator of future results, and that the value of shares can go down as well as up. HgCapital is the trading name for Hg Pooled Management Limited and HgCapital LLP, both of which are authorised and regulated by the Financial Services Authority.

BOARD OF DIRECTORS

Roger Mountford (Chairman)

Peter Gale (Deputy Chairman)

Richard Brooman (Chairman of the Audit and Valuation Committee)

Piers Brooke

Andrew Murison

Mark Powell

MANAGERHg Pooled Management Limited www.hgcapital.com

BROKERSJefferies Hoare GovettVintners Place, 68 Upper Thames StreetLondon EC4V 3BJ

Numis Securities Ltd The London Stock Exchange Building 10 Paternoster Square London EC4M 7LT

CONTACT DETAILSHgCapital Trust plc2 More London RiversideLondon SE1 2AP

+44 (0)20 7089 [email protected]

SUBSCRIPTION SHARES

Each Subscription Share entitles the holder to subscribe for one Ordinary Share. The final opportunity to exercise such right is on 31 May 2013 at a subscription price of £10.25 per Ordinary Share.

HgCAPITAL6ANDOTHERMANAGEMENT FEE ARRANGEMENTS

For more information on the structure and fee arrangements for HgCapital Trust plc, please refer to the latest edition of the HgCapital Trust report and accounts, available at www.hgcapitaltrust.com

Shareholder information

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manager’s update - hgcapital trust

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