Statement of Directors’ ResponsibilitiesThe directors are responsible for preparing the AnnualReport, Directors’ Remuneration Report and the financialstatements in accordance with applicable law andregulations.Company law requires the directors to prepare financialstatements for each financial year. Under that law thedirectors have elected to prepare the financial statementsin accordance with United Kingdom Generally AcceptedAccounting Practice (United Kingdom Accounting Standardsand applicable law). The financial statements are requiredby law to give a true and fair view of the state of affairs ofthe company and of the net return of the company for thatperiod. In preparing these financial statements, the directorsare required to:• select suitable accounting policies and then apply themconsistently• make judgments and estimates that are reasonable andprudent• state whether applicable UK Accounting Standardshave been followed, subject to any material departuresdisclosed and explained in the financial statements• prepare the financial statements on the going concernbasis unless it is inappropriate to presume that thecompany will continue in business.The directors are responsible for keeping proper accountingrecords that disclose with reasonable accuracy at anytime the financial position of the company and enablethem to ensure that the financial statements comply withthe Companies Act 1985. They are also responsible forsafeguarding the assets of the company and hence for takingreasonable steps for the prevention and detection of fraudand other irregularities.The directors are responsible for the maintenance andintegrity of the corporate and financial information includedon the company’s website. Legislation in the UnitedKingdom governing the preparation and dissemination offinancial statements may differ from legislation in otherjurisdictions.Responsibility of the Directors in respect of theAnnual Financial ReportWe confirm that, to the best of our knowledge, the financialstatements, prepared in accordance with the applicable setof accounting standards and set out on pages 30 to 44, givea true and fair view of the assets, liabilities, financial positionand profit or loss of the company; and the Directors’ Report,set out on pages 18 to 25, includes a fair review of thedevelopments and performance of the business and theposition of the Company together with a description of theprincipal risks and uncertainties that they face.By order of the Board28 <strong>Aberdeen</strong> <strong>Growth</strong> <strong>Opportunities</strong> <strong>VCT</strong> 2 <strong>PLC</strong>
Independent Auditors’ Report to the Members of<strong>Aberdeen</strong> <strong>Growth</strong> <strong>Opportunities</strong> <strong>VCT</strong> 2 <strong>PLC</strong>We have audited the financial statements of <strong>Aberdeen</strong><strong>Growth</strong> <strong>Opportunities</strong> <strong>VCT</strong> 2 <strong>PLC</strong> for the year ended 31December 2008 which comprise the Income Statement,the Balance Sheet, the Reconciliation of Movements inShareholders’ Funds, the Cash Flow Statement and therelated notes 1 to 18. These financial statements havebeen prepared under the accounting policies set outtherein. We have also audited the information in theDirectors’ Remuneration Report that is described ashaving been audited.This report is made solely to the company’s members, asa body, in accordance with section 235 of the CompaniesAct 1985. Our audit work has been undertaken so that wemight state to the company’s members those matters weare required to state to them in an auditors’ report and forno other purpose. To the fullest extent permitted by law, wedo not accept or assume responsibility to anyone other thanthe company and the company’s members as a body, forour audit work, for this report, or for the opinions we haveformed.Respective responsibilities of directors and auditorsThe directors’ responsibilities for preparing the AnnualReport, the Directors’ Remuneration Report and the financialstatements in accordance with applicable law and UnitedKingdom Accounting Standards (United Kingdom GenerallyAccepted Accounting Practice) are set out in the Statementof Directors’ Responsibilities.Our responsibility is to audit the financial statementsand the part of the Directors’ Remuneration Report to beaudited in accordance with relevant legal and regulatoryrequirements and International Standards on Auditing (UKand Ireland).We report to you our opinion as to whether the financialstatements give a true and fair view and whether thefinancial statements and the part of the Directors’Remuneration Report to be audited have been properlyprepared in accordance with the Companies Act 1985. Wealso report to you whether in our opinion the informationgiven in the Directors’ Report is consistent with thefinancial statements. The information given in the Directors’Report includes that specific information presented in theChairman’s Statement and the Investment Manager’s Reviewthat is cross referred from the Business Review section of theDirectors’ Report.In addition we report to you if, in our opinion, the companyhas not kept proper accounting records, if we have notreceived all the information and explanations we requirefor our audit, or if information specified by law regardingdirectors’ remuneration and other transactions is notdisclosed.We review whether the Corporate Governance Statementreflects the company’s compliance with the nine provisionsof the 2006 Combined Code specified for our review by theListing Rules of the Financial Services Authority, andwe report if it does not. We are not required to considerwhether the board’s statements on internal control cover allrisks and controls, or form an opinion on the effectiveness ofthe company’s corporate governance procedures or its riskand control procedures.We read the other information contained in the AnnualReport as described in the contents section and considerwhether it is consistent with the audited financialstatements. We consider the implications for our reportif we become aware of any apparent misstatements ormaterial inconsistencies with the financial statements. Ourresponsibilities do not extend to any further informationoutside the Annual Report.Basis of audit opinionWe conducted our audit in accordance with InternationalStandards on Auditing (UK and Ireland) issued by theAuditing Practices Board. An audit includes examination,on a test basis, of evidence relevant to the amounts anddisclosures in the financial statements and the part ofthe Directors’ Remuneration Report to be audited. It alsoincludes an assessment of the significant estimates andjudgments made by the directors in the preparation of thefinancial statements, and of whether the accounting policiesare appropriate to the company’s circumstances, consistentlyapplied and adequately disclosed.We planned and performed our audit so as to obtain allthe information and explanations which we considerednecessary in order to provide us with sufficient evidence togive reasonable assurance that the financial statements andthe part of the Directors’ Remuneration Report to be auditedare free from material misstatement, whether caused byfraud or other irregularity or error. In forming our opinion wealso evaluated the overall adequacy of the presentation ofinformation in the financial statements and the part of theDirectors’ Remuneration Report to be audited.OpinionIn our opinion:• the financial statements give a true and fair view, inaccordance with United Kingdom Generally AcceptedAccounting Practice, of the state of the company’s affairsas at 31 December 2008 and of its loss for the year thenended;• the financial statements and the part of the Directors’Remuneration Report to be audited have been properlyprepared in accordance with the Companies Act 1985;and• the information given in the Directors’ Report isconsistent with the financial statements.Deloitte LLPChartered Accountants and Registered AuditorsGlasgow, United Kingdom3 April 2009<strong>Aberdeen</strong> <strong>Growth</strong> <strong>Opportunities</strong> <strong>VCT</strong> 2 <strong>PLC</strong> 29