LOWLAND INV CO PLC

AGM Information • Dec 17, 2021

Lowland Investment Company plc Notice of 2022 Annual General Meeting

Letter from the Chairman

Dear Shareholder,

I am delighted that, following the relaxation of UK Government restrictions on public gatherings, we are able to plan to hold our Annual General Meeting ('AGM' or 'Meeting') in person at the offices of Janus Henderson Investors again. I very much hope that you will be able to attend the Meeting, which is to be held on Wednesday, 26 January 2022 at 12.30pm at 201 Bishopsgate, London EC2M 3AE. This is, of course, subject to further guidance, and should matters change, we will make an announcement on the London Stock Exchange and on the Company's website, so please do check as the date of the meeting approaches.

The Notice of Meeting can be found on pages 1 and 2 of this document. Further details of each of the resolutions to be proposed at the Meeting are set out in the Explanatory Notes on pages 3 to 8. I also refer you to the Company's Annual Report for the year ended 30 September 2021, which is being sent to shareholders with this document. The Meeting will be broadcast live on the internet, so if you are unable to attend the Meeting in person you will be able to log on to watch the Meeting as it happens, by visiting www.janushenderson.com/en-gb/investor/investment-trusts-live/.

Our Fund Managers, James Henderson and Laura Foll, will give a presentation at the Meeting and there will be opportunities to ask questions. I hope that you are able to attend the Meeting or that you vote by completing and returning your Form of Proxy. Shareholders are invited to join the Board and the Fund Managers for light refreshments after the official business of the meeting has concluded.

The Board considers that the resolutions to be proposed at the Meeting are in the best interests of the Company's shareholders as a whole. The Board therefore recommends unanimously to shareholders that they vote in favour of each of the resolutions, as the Directors intend to do in respect of their own beneficial holdings.

Yours faithfully

Robert Robertson Chairman 8 December 2021

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to what action you should take, you should consult your stockbroker, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the UK, or if not from another appropriately authorised independent financial adviser in your own jurisdiction.

If you have sold, transferred or otherwise disposed of all your shares in Lowland Investment Company plc (the 'Company'), please pass this circular but not the accompanying personalised Form of Proxy to the purchaser, transferee or stockbroker, bank or other agent through whom you made the sale, transfer or disposal for transmission to the purchaser or transferee, except that such documents should not be sent to any jurisdiction under any circumstances where to do so might constitute a violation of local securities laws and regulations. If you have sold or transferred or otherwise disposed of only part of your holding of shares in the Company, you should retain this circular and the accompanying Form of Proxy and consult the stockbroker, bank or other agent through whom you made the sale, transfer or disposal.

Lowland Investment Company plc

(an investment company within the meaning of section 833 of the Companies Act 2006, incorporated in England and Wales with registered number 670489)

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of Lowland Investment Company plc (the 'Company') will be held on Wednesday 26 January 2022 at 12.30pm to consider and, if thought fit, pass the following resolutions:

Ordinary Business

• 1 To receive the Annual Report and audited financial statements for the year ended 30 September 2021.
• 2 To approve the Directors' Remuneration Report for the year ended 30 September 2021.
• 3 To approve the final dividend of 15.25p.
• 4 To re-elect Robert Robertson as a Director.
• 5 To re-elect Duncan Budge as a Director.
• 6 To re-elect Susan Gaynor Coley as a Director.
• 7 To re-elect Thomas Walker as a Director.
• 8 To elect Helena Vinnicombe as a Director.
• 9 To re-appoint Ernst & Young LLP as Statutory Auditor to the Company.
• 10 To authorise the Directors to determine the Auditor's Remuneration.

Other Business

To consider and, if thought fit, to pass the following resolutions:

as an Ordinary Resolution

• 11 THAT each of the issued ordinary shares of 25 pence each in the capital of the Company be sub-divided into ten ordinary shares of 2.5 pence each (the 'New Ordinary Shares'), the New Ordinary Shares having the rights and being subject to the restrictions and obligations set out in the Articles of Association of the Company, such sub-division to be conditional on, and shall take effect on, admission of the New Ordinary Shares to the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's main market for listed securities by 8.00 am on 7 February 2022 (or such other time and/or date as the Directors may in their absolute discretion determine).
• 12 THAT in substitution for all existing authorities the Directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 ("the Act") to exercise all the powers of the Company to allot ordinary

shares in the capital of the Company ('ordinary shares') and to grant rights to subscribe for, or to convert any security into, ordinary shares up to an aggregate nominal amount of £675,464 (or such other amount as shall be equivalent to 10% of the issued share capital at the date of passing of the resolution) for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) on the earlier of the date falling 15 months after the passing of this resolution and at the conclusion of the Annual General Meeting of the Company in 2023, but that the Directors may make an offer or agreement which would or might require relevant securities to be allotted or rights to be granted after expiry of this authority and the Directors may allot relevant securities in pursuance of that offer or agreement as if the authority conferred hereby had not expired.

as Special Resolutions

• 13 THAT in substitution for all existing authorities and subject to the passing of resolution 12 the Directors be empowered pursuant to section 570 and/or section 573 of the Companies Act 2006 ("the Act") to allot ordinary shares for cash pursuant to the authority conferred by resolution 12 and to sell ordinary shares held by the Company immediately before the sale as Treasury shares for cash as if section 561(1) of the Act did not apply, provided that this power shall be limited:
  • (a) to the allotment or sale (otherwise than pursuant to sub-paragraph (a) above) of ordinary shares up to a maximum aggregate nominal value of £675,464 (or such other amount as shall be equivalent to 10% of the issued ordinary share capital at the date of passing of the resolution); and
  • (b) to the allotment or sale of equity securities at a price not less than the Net Asset Value per share

and shall expire on the earlier of the date falling 15 months after the passing of this resolution and at the conclusion of the Annual General Meeting of the Company in 2023 (unless previously renewed, varied or revoked, by the Company in general meeting), save that the Directors may before such expiry make an offer or agreement which would or might require ordinary shares to be allotted or sold after such expiry and the Directors may allot ordinary shares in pursuance of such an offer or agreement as if the power conferred hereby had not expired.

Notice of Annual General Meeting

continued

• 14 THAT in substitution for all existing authorities the Company be and is hereby generally and unconditionally authorised in accordance with section 701 of the Companies Act 2006 ("the Act") to make market purchases (within the meaning of section 693 (4) of the Act) of ordinary shares in the capital of the Company on such terms and in such manner as the Directors may from time to time determine provided that:
  • (a) the maximum number of ordinary shares which may be purchased is 14.99% of the Company's issued ordinary share capital at the date of the passing of this resolution (equivalent to £1,012,520 nominal value at the date of this Notice);
  • (b) the maximum price (exclusive of expenses) which may be paid for an ordinary share shall not exceed the higher of:
    • (i) 105% of the average of the middle market quotations for an ordinary share as taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the date of purchase; and
    • (ii) the higher of the last independent bid and the highest current independent bid on the London Stock Exchange
  • (c) the minimum price (exclusive of expenses) which may be paid for a share shall be the nominal value per ordinary share;
  • (d) the authority hereby conferred shall expire on the earlier of the date falling 15 months after the passing of this resolution and the conclusion of the Annual General Meeting of the Company in 2023 unless previously renewed, varied or revoked, by the Company in general meeting;
  • (e) the Company may make a contract to purchase ordinary shares under the authority hereby conferred which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of ordinary shares pursuant to any such contract; and
  • (f) any ordinary shares so purchased shall be cancelled or, if the Directors so determine, be held, sold, transferred or otherwise dealt with as Treasury shares in accordance with the provisions of the Act.
• 15 THAT a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice, such authority to expire at the conclusion of the Annual General Meeting in 2023.
• 16 THAT the Board be authorised to convene a general meeting of the Company via electronic or hybrid means.
• By Order of the Board

Henderson Secretarial Services Limited Corporate Secretary 8 December 2021

Registered Office: 201 Bishopsgate London EC2M 3AE

Annual General Meeting Venue

The information set out below is an explanation of the business to be considered at the 2022 Annual General Meeting ('AGM')

Resolutions 1 to 12 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 13 to 16 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Resolution 1: Annual Report and audited financial statements (ordinary resolution)

The Directors are required to present to the meeting the Annual Report and audited financial statements, including the Strategic Report, Directors' Report, Independent Auditor's Report and the Directors' Remuneration Report in respect of the financial year ended 30 September 2021. Shareholders will be given an opportunity at the Meeting to ask questions on these items. At the end of the discussion members will be invited to receive the Annual Report and audited financial statements.

Resolutions 2: Approval of the Directors' Remuneration Report (ordinary resolutions)

Shareholders are asked to approve the Directors' Remuneration Report which is set out on pages 37 to 39 of the Annual Report. The vote on this resolution is advisory and does not affect the remuneration payable to any individual Director. However the Board will take feedback from shareholders regarding remuneration and incorporate this into any future remuneration discussions.

Resolution 3: Approval of Final Dividend (ordinary resolution)

A final dividend of 15.25p per ordinary share will, if approved by shareholders at the AGM, be paid on 31 January 2022 to those shareholders on the Register of Members on 31 December 2021.

Resolutions 4 to 8: Re-election and election of Directors (ordinary resolutions)

The UK Corporate Governance Code requires all directors to stand for re-election at every AGM. In addition, any Director appointed since the date of the last AGM will stand for election by shareholders. Resolutions 4 to 8 therefore seek the re-election and election, as appropriate, of the Company's Directors.

Each of the Directors standing for re-election has undergone a performance evaluation and has demonstrated that he or she remains committed to the role and continues to be an effective and valuable member of the Board. Details of the performance evaluation can be found in the Corporate Governance section of the Annual Report on page 44. The Board is satisfied that each non-executive Director offering themselves for re-election or election is independent and there are no relationships or circumstances likely to affect their character or judgement. The Board therefore unanimously recommends the re-election or election of the Directors.

Biographical details are set out on pages 26 and 27 of the Annual Report, and briefly below.

Resolution 4 relates to the re-election of Robert Robertson, who joined the Board in May 2011 and was appointed as Chairman in January 2017.

External appointments:

Robert is a director of a number of private companies.

Background:

Robert was formerly chairman of West China Cement Limited, a director of BlackRock Smaller Companies Trust plc, Buro Happold Engineers Limited, Metallon Corporation plc and Mondi Europe and chief executive of Tarmac Group Limited and Anglo American's Industrial Minerals division. His early career was in finance, working in London, Paris, Johannesburg, New York and Rio de Janeiro.

Robert has been Chairman of the Board since 2017. He has a deep knowledge of the Company and many years of leadership experience both within and outside the Company. He uses his commercial experience to bring a pragmatic and objective view to Board discussions.

Resolution 5 relates to the re-election of Duncan Budge, who joined the Board in July 2014.

External appointments:

Duncan is chairman of Dunedin Enterprise Investment Trust PLC and Artemis Alpha Trust plc. He is a non-executive director of Menhaden plc, Biopharma Credit plc and Asset Value Investors Ltd.

Background:

Duncan was previously a director and chief operating officer of RIT Capital Partners plc, and a director of J. Rothschild Capital Management Limited (RIT's management company). Prior to this he spent six years at Lazard Brothers & Co. Limited.

Duncan brings extensive experience in the investment trust sector which adds strength and technical depth to Board discussions and allows him to challenge the Fund Managers on their investment decisions and views.

Resolution 6 relates to the re-election of (Susan) Gaynor Coley, who joined the Board in November 2016 and was appointed Audit Committee Chairman in January 2017.

External appointments:

Gaynor is a director and chair of the Audit Committee of Secured Investment Fund plc and a director of Asia Dragon Trust plc and Foresight 4 VCT plc. She is chairman of The Wave Group Limited, a private company which builds inland surfing venues and also a partner in Coley Hill Consultancy.

Background:

She was previously the Director of Public Programmes at the Royal Botanic Gardens Kew, Managing Director of the Eden Project in Cornwall and Director of Finance at Plymouth University.

continued

Her broad commercial and finance experience allows her to consider the investment and financial performance of the Company with a broader perspective and she also brings a strong focus on marketing, particularly digital channels.

Resolution 7 relates to the re-election of Thomas Walker, who joined the Board in July 2019.

External appointments:

Thomas is a non-executive director of EP Global Opportunities Trust plc and JPMorgan Japan Smaller Companies Trust plc, and has longstanding trustee experience with the Church of Scotland Investors Trust.

Background:

Thomas is a qualified chartered accountant and has broad international experience of managing funds, including investment trusts. He was formerly a fund manager with Martin Currie Investment Management where latterly he headed up the global long-term unconstrained team and was also the manager of the global investment trust, Martin Currie Global Portfolio Trust plc.

His detailed knowledge of investment trusts brings scrutiny to the technical aspects of the management of the Company, as well as the ability to challenge the Fund Managers' views and decisions.

Resolution 8 relates to the election of Helena Vinnicombe, who joined the Board in May 2021.

External appointments:

Helena is currently a Trustee for Child Health Research CIO and a member of the Advisory Committee for the M&G Charity Multi-Asset Fund.

Background:

Helena was formerly a senior Partner at Smith & Williamson Investment Management, where she latterly chaired the Asset Allocation Committee as well as being a member of the Investment Strategy Group and Investment Process Committee.

Helena brings extensive experience of asset management, client relationships and sales, strategy and risk management, as well as strategic and operational experience in asset allocation, investment research and client management.

Resolutions 9 and 10: Appointment and Remuneration of the Auditor (ordinary resolutions)

In accordance with Sections 489 and 492 of the Companies Act 2006, shareholders are required to approve the appointment of the Company's Auditor each year. Under the Act, Directors are are authorised to determine the Auditor's remuneration. Ernst & Young LLP have expressed their willingness to continue as Auditor to the Company.

Other Business

Resolution 11: Sub-division of existing ordinary shares (ordinary resolution)

The price of the Company's existing ordinary shares of 25p each ('Existing Ordinary Shares') has almost doubled over the last 10 years and, as at 3 December 2021 (being the latest practicable date prior to publication of this document), the closing midmarket price was 1,290.0p. To assist monthly savers and those who reinvest their dividends or are looking to invest smaller amounts, the Directors believe that it is appropriate to propose the sub-division of each Existing Ordinary Share into 10 new ordinary shares of 2.5p each ('New Ordinary Shares'). The Directors believe that the sub-division (the 'Share Split') may also improve the liquidity in and marketability of the Company's shares, which would benefit all shareholders.

Following the Share Split, each shareholder will hold 10 New Ordinary Shares for each Existing Ordinary Share they held immediately prior to the Share Split. Whilst the Share Split will increase the number of ordinary shares the Company has in issue, upon the Share Split becoming effective the net asset value, share price and dividend per share can be expected to become one tenth of their respective values immediately preceding the Share Split.

A holding of New Ordinary Shares following the Share Split will represent the same proportion of the issued ordinary share capital of the Company as the corresponding holding of Existing Ordinary Shares immediately prior to the Share Split. The Share Split will not affect, therefore, the overall value of a shareholder's holding in the Company. By way of example, taking the net asset value (including current year revenue with debt at par) and price as at 3 December 2021 of 1,423.6p and 1,290.0p respectively per Existing Ordinary Share, if the Share Split had become effective as at that date, each holder of one Existing Ordinary Share would receive 10 New Ordinary Shares with a net asset value and price of 142.36p and 129.0p respectively immediately following the Share Split and the aggregate value of all ten shares would be 1.423.6p and 1,290.0p.

The New Ordinary Shares will rank pari passu with each other and will carry the same rights and be subject to the same restrictions as the Existing Ordinary Shares, including the same rights to participate in dividends paid by the Company. Communication preferences and mandates and other instructions for the payment of dividends in paper form or via CREST will, unless and until revised, continue to apply to the New Ordinary Shares.

continued

The Share Split will not itself give rise to any liability to UK income tax (or corporation tax on income) for shareholders. For the purposes of UK capital gains tax and corporation tax on chargeable gains, the receipt of the New Ordinary Shares from the Share Split will be a reorganisation of the share capital of the Company. Accordingly, a shareholder's holding of New Ordinary Shares will be treated as the same asset as the shareholder's holding of Existing Ordinary Shares and as having been acquired at the same time, and for the same consideration, as that holding of Existing Ordinary Shares.

The Share Split requires the approval of shareholders and, accordingly, resolution 11 seeks such approval. The Share Split is conditional on the New Ordinary Shares being admitted to the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's main market for listed securities.

Applications for such admissions will be made and, if they are accepted, it is proposed that the last day of dealings in the Existing Ordinary Shares will be 4 February 2022 (with the record date for the Share Split being 6.00pm on that date) and that dealings in the New Ordinary Shares will commence on 7 February 2022.

Resolution 12: Authority to Allot Shares (ordinary resolution) On 27 January 2021 the Directors were granted authority to allot a limited number of authorised but unissued ordinary shares. No shares have been allotted under this authority, which will expire at the forthcoming AGM in January 2022.

An ordinary resolution to renew this authority will be proposed at the AGM, which will allow the Directors to allot shares up to a maximum of 10% of the issued share capital at the date of the AGM, which at the date of this notice was 2,701,856 shares having an aggregate nominal value of £675,464. The resolution is set out in full in the Notice on page 1. If renewed, the authority will expire at the earlier of the date falling 15 months after the passing of the resolution and the conclusion of the AGM in 2023. New shares would not be issued at a discount to net asset value. No shares were held in Treasury at the date of this Notice.

Resolution 13: Power to Disapply Pre-Emption Rights (special resolution)

At the AGM on 27 January 2021, the Directors were also empowered to allot securities of a limited value for cash without first offering them to existing shareholders in accordance with statutory pre-emption procedures. The Directors have not allotted any shares under this power, which will expire at the forthcoming AGM in January 2022.

Resolution 13 will give the Directors power to allot or sell shares out of Treasury for cash on a non pre-emptive basis up to a maximum aggregate nominal amount of 10% of the issued share capital at the date of the AGM, which at the date of this notice was £675,464 (or 2,701,565 shares). The resolution is set out in full in the Notice on page 1. If renewed, the power will expire on the earlier of the date falling 15 months after the passing of this resolution and at the conclusion of the AGM in 2023.

The Directors do not intend to allot or sell shares pursuant to resolutions 12 and 13 other than to take advantage of opportunities in the market as they arise and only if they believe it to be advantageous to the Company's existing shareholders to do so and when it would not result in any dilution of net asset value per share (i.e. shares will only be issued or sold when there is unfulfilled demand and at a premium to net asset value).

Resolution 14: Repurchase of the Company's Ordinary Shares (special resolution)

On 27 January 2021 the Directors were granted authority to repurchase 4,050,082 ordinary shares (with a nominal value of £1,012,520) for cancellation or to be held in Treasury. The Directors have not bought back any shares under this authority and therefore at the date of this Notice of AGM the Directors have remaining authority to repurchase 4,050,082 shares.

Resolution 14 seeks to renew the Company's authority to buy back shares. The authority under this resolution is limited to the purchase of a maximum of 14.99% of the ordinary shares in issue at the date of the passing of this resolution. The minimum price which may be paid for an ordinary share is the nominal value – currently 25p, but, if shareholders vote in favour of the share split set out in resolution 11, this will be 2.5p. The maximum price which may be paid for an ordinary share is the higher of:

• (a) 5% above the average middle market quotations for an ordinary share taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is purchased; and
• (b) the higher of the last independent bid and the highest current independent bid on the London Stock Exchange.

Shareholders should note that, if the share split is approved, the middle market quotation will be that applying to the newly split shares, not the higher value of the shares before the share split. Both the minimum and maximum price are exclusive of any relevant tax and expenses payable by the Company. The Company may cancel or hold in Treasury any shares bought back under this authority. No shares were held in Treasury at the date of this Notice.

continued

The Company may utilise the authority to purchase shares by either a single purchase or a series of purchases when market conditions allow, with the aim of maximising the benefit to shareholders. This proposal does not indicate that the Company will purchase shares at any particular time or price, nor imply any opinion on the part of the Directors as to the market or other value of the Company's shares.

The Directors believe that, from time to time and subject to market conditions, it will continue to be in the shareholders' interests to have the ability to buy back the Company's shares when they are trading at a discount to the underlying net asset value per share. The authority being sought provides an additional source of potential demand for the Company's shares.

This authority was last used by the Company over twenty years ago, however it is market consensus that an investment trust should have within its corporate powers the ability to buy back shares. Shares would be bought, in line with the Company's stated policy, when the Board deems it to offer sufficient value to shareholders and is demonstrably in shareholders' best interests.

This authority will expire at the earlier of the date falling 15 months after the passing of this resolution and the conclusion of the AGM in 2023 and it is the present intention of the Directors to seek a similar authority annually.

Resolution 15: Notice of General Meetings (special resolution)

Changes made to the Companies Act 2006 by the Shareholders' Rights Regulations increase the notice period required for general meetings of the Company to 21 clear days 'unless shareholders approve a shorter notice period, which cannot however be less than 14 clear days'. (AGMs will continue to be held on at least 21 clear days' notice).

The Companies Act 2006 ('the Act') and the Company's articles of association provide that all general meetings (other than AGMs) can be convened on 14 clear days' notice. However, one of the requirements of the Shareholder Rights Directive is that all general meetings must be held on 21 clear days' notice, unless shareholders agree to a shorter notice period. The Board is of the view that it is in the Company's interest to have a shorter notice period which complies with the provisions of the Act and the Company's articles allow all general meetings (other than an annual general meeting) to be called on not less than 14 clear days' notice. The passing of resolution 15 would constitute shareholders' agreement for the purposes of the Shareholder Rights Directive (which agreement is required annually) and would therefore preserve the Company's ability to call general meetings (other than an annual general meeting) on 14 clear days' notice. The Board would use this authority to provide flexibility when merited and would not use it as a matter of routine. The Board intends to seek a renewal of such authority at subsequent annual general meetings.

Resolution 16: The holding of virtual or hybrid meetings (special resolution)

During the restrictions imposed by the COVD-19 pandemic, many companies realised that they did not have sufficient powers in their articles of association to hold virtual or hybrid meetings (virtual meetings are those held by electronic means, hybrid means a combination of the traditional shareholder meeting with some electronic participation). At the AGM in 2021, the Company put a proposal to shareholders to change the articles so that the Company was able to offer shareholders this flexibility going forward. In order to maintain high standards of corporate governance and shareholder engagement, the changes stipulated that the ability to hold such meetings would be subject to an annual shareholder vote of approval each year. This resolution seeks such authority. The Company's intention is always to hold a physical meeting when possible, and virtual meetings would only be held when it is impracticable to hold a physical meeting.

Notes to the Notice of Annual General Meeting

1. Voting Record Date

Only members registered in the Register of Members of the Company at close of business on 24 January 2022 shall be entitled to attend and vote at the AGM in respect of the number of voting rights registered in their name at that time. Changes to entries on the Register of Members after close of business on 24 January 2022 shall be disregarded in determining the rights of any person to attend and vote at the meeting.

If the annual general meeting is adjourned then the voting record date will be the close of business on the day which is two days (excluding non-working days) before the day of the adjourned meeting or, if the Company gives notice of the adjourned meeting, at any time specified in that notice.

In the case of joint holders of a voting right, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the Register of Members in respect of the joint holding.

2. Rights to Attend and Vote

Members are entitled to attend at the forthcoming Annual General Meeting or at any adjournment(s) thereof. On a poll each member has one vote for every one share held.

3. Right to Appoint Proxies

Pursuant to section 324 of the Companies Act 2006, a member entitled to attend and vote at the meeting may appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to different shares held by him. A proxy need not be a member of the Company.

A Form of Proxy is enclosed. The completion of the Form of Proxy or any CREST proxy instruction (as described in Note 6) will not preclude a shareholder from attending and voting in person at the Meeting.

If the total number of voting rights that the Chairman will be able to vote (taking into account any proxy appointments from shareholders over which he is given discretion and any voting rights in respect of his own shares) is such that he will have a notifiable obligation under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules, the Chairman will make the necessary notifications to the Company and to the Financial Conduct Authority. Therefore, any Member holding 3% or more of the voting rights in the Company who grants the Chairman a discretionary proxy in respect of some or all of those voting rights and so would otherwise have a notification obligation under the Disclosure Guidance and Transparency Rules, need not make a separate notification to the Company and to the Financial Conduct Authority. However, any Member holding 3% or more of the voting rights in the Company who appoints a person other than the Chairman as proxy will need to ensure that both the Member and the proxy comply with their respective disclosure obligations under the Disclosure Guidance and Transparency Rules.

Section 324 does not apply to persons nominated to receive information rights pursuant to section 146 of the Companies Act 2006. Persons nominated to receive information rights under section 146 of the Companies Act 2006 have been sent this Notice of Meeting and are hereby informed, in accordance with section 149(2) of the Companies Act 2006, that they may have the right under an agreement with the registered member by whom they are nominated to be appointed, or to have someone else appointed, as a proxy for this meeting. If they have no such right or do not wish to exercise it, they may have a right under such an agreement to give instructions to the Member as to the exercise of voting rights.

Nominated persons should contact the registered member by whom they were nominated in respect of these arrangements.

The statement of rights of shareholders in relation to the appointment of proxies in this paragraph does not apply to nominated persons

4. Proxies' rights to vote at the Meeting

On a vote on a show of hands, each Member or proxy has one vote.

If a proxy is appointed by more than one Member and all such Members have instructed the proxy to vote in the same way, the proxy will only be entitled on a show of hands to vote 'for' or 'against' as applicable. If a proxy is appointed by more than one Member, but such Members have given different voting instructions, the proxy may on a show of hands vote both 'for' and 'against' in order to reflect the different voting instructions.

On a poll all or any of the voting rights of the member may be exercised by one or more duly appointed proxies. However, where a member appoints more than one proxy, Section 285(4) of the Act does not permit the exercise by the proxies taken together of more extensive voting rights than could be exercised by the member in person.

5. Voting by Corporate Representatives

Corporate representatives are entitled to attend, speak and vote on behalf of the corporate member in accordance with section 323 of the Companies Act 2006.

6. Receipt and Termination of Proxies

A Form of Proxy is enclosed and to be valid must be lodged with the Company's Registrars before 12.30pm on 24 January 2022.

A member may terminate a proxy's authority at any time before the commencement of the meeting. Termination must be provided in writing and submitted to the Company's Registrar.

In accordance with the Company's Articles of Association, in determining the time for delivery of proxies, no account shall be taken of any part of a day that is not a working day.

Notes to the Notice of Annual General Meeting

continued

7. Communication with the Company

Members may not use any electronic address provided either in the Notice or any related documents (including the form of proxy) to communicate with the Company for any purpose other than those expressly stated.

8. Electronic Receipt of Proxies

To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise via the CREST system), CREST messages must be received by the Company's agent (ID number 3RA50) no later than the deadline specified in Note 5. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Instructions on how to vote through CREST can be found on the website www.euroclear.com/CREST.

9. Questions at the Annual General Meeting

Section 319A of the Companies Act 2006 requires the Directors to answer any question raised at the AGM which relates to the business of the meeting, although no answer need be given:

• (a) if to do so would interfere unduly with the preparation of the meeting or involve disclosure of confidential information;
• (b) if the answer has already been given on the Company's website; or
• (c) if it is undesirable in the best interests of the Company or the good order of the meeting that the question be answered.

10. Website

Members satisfying the thresholds in section 527 of the Companies Act 2006 can require the Company to publish a statement on its website setting out any matter relating to:

• (a) the audit of the Company's accounts (including the Auditor's Report and the conduct of the audit) that are to be laid before the meeting; or
• (b) any circumstances connected with an Auditor of the Company ceasing to hold office since the last Annual General Meeting, that the members propose to raise at the meeting.

The Company cannot require the members requesting the publication to pay its expenses. Any statement placed on the website must also be sent to the Company's auditors no later than the time it makes its statement available on the website. The business which may be dealt with at the meeting includes any statement that the Company has been required to publish on its website.

A copy of the Notice of the Annual General Meeting, including these explanatory notes, is included on the Company's website, www.lowlandinvestment.com.

11. Documents Available for Inspection

Copies of the Directors' letters of appointment (no Director has a contract of service with the Company) may be inspected at the registered office of the Company during normal business hours on any day (Saturdays, Sundays and public holidays excepted) and will be available at the AGM from 15 minutes prior to the commencement of the Meeting until its conclusion.

12. Total Voting Rights at Date of Notice

As at 3 December 2021 (being the latest practicable date prior to the publication of this Notice) the total number of voting rights in the Company is 27,018,565.