Manchester & London Investment Trust plc

AGM Information • Nov 27, 2017

Companies Act 2006

MANCHESTER AND LONDON INVESTMENT TRUST PLC (the "Company")

(Registered in England and Wales 01009550)

At an Annual General Meeting ("AGM") of the above named Company, duly convened and held at The Dalton & Joule Room, Manchester Museum of Science and Industry, Liverpool Road, Manchester M3 4FP on 27 November 2017, the following resolutions were passed:

ORDINARY BUSINESS

Ordinary Resolution

Resolution 11

THAT, in substitution for any existing authority, the Directors of the Company be and they are hereby generally and unconditionally authorised (in substitution for all subsisting authorities to the extent unused), pursuant to and in accordance with Section 551 of the Companies Act 2006 (the "Act"), to exercise all the powers of the Company to allot Shares in the Company and to grant rights to subscribe for, or to convert any security into, Shares in the Company ("Rights"):

• a. up to an aggregate nominal amount of £1,846,899 (being approximately one-third of the issued share capital (excluding Treasury Shares) as at 12 October 2017); and
• b. comprising equity securities (within the meaning of Section 560 of the Act) up to a further aggregate nominal amount of £1,846,899 in connection with an offer by way of a rights issue:
• i. to holders of Ordinary Shares in proportion (as nearly as may be practicable) to their existing holdings; and
• ii. to holders of other equity securities (if any) as required by the rights of those securities or as the Directors otherwise consider necessary,

and so that Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with Treasury Shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter,

provided that the authorities conferred on the Directors by paragraphs (a) and (b) above shall, unless renewed, varied or revoked by the Company in general meeting, expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, save that the Company may before such expiry make offers or agreements which would or might require Shares to be allotted or Rights to be granted after such expiry and so the Directors of the Company may allot Shares or grant Rights in pursuance of such offers or agreements as if the authority conferred hereby had not expired.

Special Resolutions

Resolution 12

Subject to the passing of Resolution 11, to give power to the Directors to allot equity securities (as defined in Section 560(1) of the Companies Act 2006 (the "Act")) for cash under the authority given by that resolution and/or where the allotment constitutes an allotment of equity securities by virtue of section 560(3) of the 2006 Act, free of the restriction in section 561 of the Act, such power to be limited:

• a. to the allotment of equity securities in connection with an offer of equity securities with a nominal value of up to £1,846,899 by way of a rights issue only:
• i. to Shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
• ii. to holders of other equity securities (if any), if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with Treasury Shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

b. to the allotment (otherwise than under (a) above) of equity securities (including the allotment, sale or transfer of Shares from Treasury) up to a nominal amount of £554,069,

such power to apply until the conclusion of the next AGM of the Company, save that the Company may make offers and enter into agreements before the authority expires, which would, or might, require equity securities to be allotted after the authority expires and the Directors may allot equity securities under any such offer or agreement as if the authority had not expired.

Resolution 13

Subject to the passing of Resolution 12, to generally and unconditionally authorise and empower the Directors in compliance with the Listing Rules to sell, transfer and allot Shares held by the Company in Treasury (whether or not those Shares are held in Treasury at the date this Resolution is passed or repurchased pursuant to the authority sought under Resolution 14 below) up to an aggregate nominal amount of £554,069 for cash and that such Shares may be allotted or sold or transferred for a price which represents a discount to the most recently published NAV per Share as at the date of such allotment or sale provided that such discount does not exceed the weighted average discount to NAV per Share at which the Shares were purchased and provided that any Shares sold from Treasury for cash are sold at higher prices (including expenses) than the weighted average price at which those Shares were bought into Treasury. The authority hereby granted shall require renewal from Shareholders and expire at the conclusion of the next AGM of the Company after the passing of this Resolution, save that the Company may before such expiry enter into offers or agreements which would or might require Shares held in Treasury to be sold or allotted after such expiry and the Company may sell or allot Shares pursuant to any such offer or agreement as if the authority hereby granted had not expired.

Resolution 14

In place of all existing authorities, to unconditionally and generally authorise the Company, pursuant to section 701 of the Companies Act 2006 (the "Act"), to make one or more market purchases (within the meaning of section 693 of the Act) of any of its own Ordinary Shares of 25p provided that:

• a. the maximum number of Ordinary Shares hereby authorised to be so purchased is 3,322,201;
• b. the minimum price, exclusive of expenses, which may be paid for such Shares is 25p each;
• c. the maximum price, exclusive of expenses, which may be paid for a Share contracted to be purchased on any day is an amount not more than the higher of (i) 105% of the average of the closing price of the Company's Ordinary Shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such Share is contracted to be purchased and (b) the higher of the price of the last independent trade and the highest current bid as stipulated by Article 5(6) of the Market Abuse Regulation;
• d. the authority hereby conferred shall expire at the conclusion of the next AGM of the Company; and
• e. the Company may make a contract or contracts to purchase its own shares under the authority hereby conferred prior to the expiry of such authority which will or might be executed wholly or partly after the expiration of such authority and may make a purchase of its own Shares in pursuance of any such contract(s).

Resolution 15

To call a general meeting, other than an annual general meeting, on not less than 14 clear days' notice.

SPECIAL BUSINESS

Ordinary Resolutions

Resolution 16

To retain the two Debentures currently owned by the Company in The All England Lawn Tennis Ground Limited.

Resolution 17

THAT the Company be authorised, subject to and in accordance with the provisions of the Companies Act 2006, to send, convey or supply all types of notices, documents or information to Shareholders by electronic means, including making such notices, documents or information available on a website.