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POLAR CAPITAL GLOBAL FIN. TST PLC

AGM Information Feb 20, 2025

5197_agm-r_2025-02-20_f76d65fa-700a-4b00-a9dd-d13181373b7d.pdf

AGM Information

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take, you are recommended to seek your own independent financial advice from a stockbroker, bank manager, solicitor, accountant, or other financial adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your ordinary shares in Polar Capital Global Financials Trust plc please send this Notice of Annual General Meeting, together with the accompanying documents, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee.

POLAR CAPITAL GLOBAL FINANCIALS TRUST PLC

(incorporated and registered in England and Wales under number 8534332 and registered as an investment company under Section 833 of the Companies Act 2006 (the 'Act'))

NOTICE OF ANNUAL GENERAL MEETING ("AGM")

to be held at 2.00 p.m. on Thursday, 10 April 2025 at 16 Palace Street, London, SW1E 5JD

The nearest tube stations are Victoria and St. James's Park

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Please allow time to pass through registration and security.

A form of proxy for ordinary Shareholders is provided for use at the AGM. To be valid, the form of proxy should be completed and returned in accordance with the instructions thereon to Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA as soon as possible but in any event so as to arrive not later than 48 hours before the time appointed for holding the meeting (excluding non-working days).

You are encouraged to complete and submit your form of proxy as soon as possible. Appointment of a proxy will not prevent you from attending and voting at the meeting if you subsequently find that you are able to do so.

Polar Capital Global Financials Trust plc

(incorporated and registered in England and Wales under number 8534332 and registered as an investment company under Section 833 of the Companies Act 2006)

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Simon Cordery (Chair) 16 Palace Street Susie Arnott London Angela Henderson SW1E 5JD Cecilia McAnulty

Directors: Registered Office

19 February 2025

To the holders of ordinary shares

Notice of the twelfth Annual General Meeting of Polar Capital Global Financials Trust plc (the 'Company')

Dear Shareholder

I have the pleasure in inviting Ordinary Shareholders to the Company's forthcoming Annual General Meeting ('AGM') which is being held at 2.00 p.m. on Thursday, 10 April 2025 at the offices of Polar Capital, 16 Palace Street, London, SW1E 5JD. Enclosed with this letter is your formal notice of AGM ('Notice of AGM') set out on pages 7 and 8 of this document and a form of proxy.

We have once again decided to separate the formal business of the AGM and the Managers' investment update. We will therefore be holding the formal business in person (as per the requirements of the Articles of Association), which will require a quorum of members to be present at the meeting and will provide a recording of the Managers' 'Review of the Year and Outlook for 2025' on the Company's website ahead of the formal business meeting. Please note that the physical AGM will comprise the formal business and questions only; there will be no live Managers presentation. Shareholders will also be able to watch the proceedings of the AGM live via Zoom Conference.

Details of how to access the online link are provided below:

Meeting ID: 820 0457 3579 Passcode: 426469 Joining link: PCFT AGM

We are aware that many Shareholders are particularly interested in the components and performance of the Company's portfolio and therefore estimate that the Managers' presentation will be uploaded to the website on or before 28 March 2025 to give Shareholders time to consider the content ahead of the deadline to submit their proxy votes on the formal business. Once available, we will release a market announcement to invite shareholders and guests to listen to the recording and view the slides.

The Board believes that shareholder engagement remains important and is keen that the AGM be a participative event for all. Shareholders are encouraged to listen to the recording and review the Managers' presentation and send any questions ahead of the AGM to the Board via the Company Secretary at [email protected] stating the subject matter as PCFT-AGM. Questions will be answered either directly or via the website. The formal business meeting will be attended by the Board, including the Committee Chairs, and the Managers, all of whom will be available to respond to questions and concerns from Shareholders prior to and during the meeting.

All voting at the formal business meeting will be conducted on a Poll; you are therefore encouraged to submit your votes by proxy ahead of the meeting in accordance with the notes to the Notice of AGM on pages 9 to 11. Shareholders who hold their shares via an online stockbroker or platform are encouraged to exercise their vote through their respective platforms. If you would like to vote on the resolutions in person but cannot attend the AGM, you can appoint a proxy to exercise all or any of your rights to attend, vote and speak at the AGM by using one of the methods set out in the notes to the Notice of AGM and noted on the reverse of the Proxy Card.

The purpose of this letter is to explain the business to be considered at the AGM.

Resolution 1 – To receive the Annual Report and Audited Financial Statements

The Annual Report and Audited Financial Statements for the year ended 30 November 2024 will be presented to the AGM. The Annual Report accompanies this Notice of AGM and is available from the Company's website. Shareholders will be given an opportunity at the meeting to ask questions or can submit questions on the Annual Report and Financial Statements by email as detailed above.

Resolution 2 – Directors' Remuneration Implementation Report (pages 65 to 68 of the Annual Report)

Resolution 2 seeks approval, on an advisory basis, of the Remuneration Implementation Report, which looks back at the remuneration paid in accordance with the Remuneration Policy, to the Directors for the year ended 30 November 2024.

Resolutions 3 to 6 – Directorate

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In accordance with the AIC Code of Corporate Governance, it is recommended that all Directors retire annually and, with the support of the Board, stand for re-election by Shareholders annually. Accordingly, all Directors will be standing for re-election at the Company's AGM. Biographies of all of the Directors can be found on pages 10 and 11 of the Annual Report.

The Board has confirmed, following a performance review that the Directors standing for re-election continue to perform effectively and demonstrate commitment to their roles. The Board is aware that its current composition does not comply with the FCA's diversity requirements. To provide information to Shareholders, the Board has included enhanced disclosures in this year's Annual Report and Accounts. The Board also considered the specific reasons why each Director's contribution is, and continues to be, important to the Company's long-term sustainable success, in accordance with the AIC Code, these are set out below:

Simon Cordery – Simon has extensive wealth management and marketing experience and detailed knowledge of the investment trust market having previously held the position of Head of Investor Relations & Sales for BMO Global's Investment Trust business. Since assuming the role of the Chair, Simon has actively sought to engage with shareholders to understand any concerns and leads the Board with an inclusive and engaging manner. Simon's re-election as a Chair and non-executive Director is supported by the Board and the Manager.

Cecilia McAnulty – Cecilia brings to the Board her extensive experience of investing strategies. This is complemented by her current and previous NED roles, including chairing roles in Audit and Valuation Committees. As a NED of two other listed investment trusts, she is knowledgeable of the governance aspects of these vehicles and highly attuned to the need to act in the interest of investors. This experience and her qualification as a Chartered Accountant is viewed as highly relevant. Cecilia's re-election as a non-executive Director and Chair of the Audit Committee is supported by the Board and the Manager.

Susie Arnott – Susie was appointed to the Board in December 2022 and brings to the Board a wealth of investment management and ESG experience. She brings in-depth investment experience, particularly in financials to this role, while also ensuring the Board is kept abreast of the latest ESG development. Susie has been an advocate for clearer ESG reporting to both the Board and stakeholders ensuring that the quality of reporting remains at a high standard. Susie is currently Chair of the Management Engagement Committee and her re-election as a non-executive Director is supported by the Board and the Manager.

Angela Henderson – Angela was appointed to the Board on 1 December 2022 and is an experienced nonexecutive director with a legal and financial services background developed over her 30 year career. She has non-executive director experience particularly chairing risk committees of operating companies. Since joining the Board, Angela has been a keen participant in meetings bringing a new perspective to discussions. Angela's re-election as a non-executive Director is supported by the Board and the Manager.

Resolutions 7 and 8 – Re-appointment of Auditors and Auditors' Remuneration

There is a requirement to appoint an auditor at each general meeting at which accounts are laid before the Company, with the expectation that the auditor will then hold office until the next such meeting. Shareholders are required to approve the appointment of the Company's auditor each year and to determine, or authorise the Directors to determine the auditor's remuneration. Resolution 7 relates to the re-appointment of PricewaterhouseCoopers LLP as the Company's independent auditors to hold office until the next AGM of the Company and Resolution 8 authorises the Directors to determine their remuneration.

Resolution 9 – Dividend Policy

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The Company currently adopts a progressive dividend policy, whereby dividends may increase on an annual basis (the Existing Policy). The aim is to pay two interim dividends each year, in February and August however these interim dividends will not necessarily be of equal amounts as dividends from the Company's underlying investments arrive irregularly throughout the financial year. During the financial year under review, the Board has been able to marginally increase the total dividend for the year to 4.70p (2023: 4.55p).

Following feedback from shareholders and engagement with our advisors and the manager, the Board is mindful that many investors now seek investments that offer a regular and attractive dividend. As such, the Board is proposing the adoption of an "enhanced dividend" policy under which it will aim to pay, in the absence of unforeseen circumstances, a regular dividend equivalent to approximately 4 per cent of the Company's Net Asset Value ("NAV") in a given year. It is proposed that dividends will be paid quarterly at a level of 1 per cent of the Company's NAV, calculated on the last business day of each prior financial quarter. Under this proposal, Dividends will be paid from available revenue and topped up, if necessary, from distributable capital reserves. The ability to use other distributable capital reserves to help smooth the level of dividend payments over the longer term is a feature of investment trusts. Any dividend distributions by the Company will result in a decrease in NAV.

Should there be sufficient support, and the new dividend policy be approved, it will be effective for the financial year commencing 1 December 2025. In the absence of unforeseen circumstances and if the resolution is approved, the first dividend payable on the new basis will be calculated by reference to the Company's NAV for the quarter ending 27 February 2026. It is anticipated that the dividend will be announced in mid-March 2026 and subsequently paid in April 2026. Subsequent dividends will follow a similar pattern.

Should the proposed new dividend policy not be approved by Shareholders, the Board will maintain the Existing Policy as outlined above until a dividend policy is proposed to shareholders again at the AGM to be held in 2026.

Resolution 10 – Allotment of Shares

Resolution 10 deals with the Directors' authority to allot ordinary shares. At last year's Annual General Meeting, the Directors were given authority to allot ordinary shares in the capital of the Company up to a maximum nominal value of £1,623,020 representing approximately 10 per cent of the Company's then issued ordinary share capital (i.e. including shares held in treasury).

Resolution 10 will, if passed, renew the authority to allot ordinary shares given to the Directors on broadly the same terms in respect of 33,175,000 ordinary shares with a nominal value of £1,658,750 representing approximately 10 per cent of the Company's total issued ordinary share capital (i.e. including shares held in treasury) on 19 February 2025, or such other number representing 10 per cent of the issued ordinary share capital at the date of the meeting. Unless renewed or revoked earlier, the power will last until the end of the next AGM of the Company.

Resolution 11 – Disapplication of Statutory Pre-emption Rights

Resolution 11 will give the Directors power to allot ordinary shares pursuant to the authority granted under Resolution 10 for cash without, in certain circumstances, being required to comply with the pre-emption rights in the Act. In particular, this power will permit the Directors to allot in aggregate ordinary shares up to a maximum nominal value of £1,658,750 representing approximately 10 per cent of the total issued ordinary share capital of the Company, including shares held in treasury, as at 19 February 2025, or such other number representing 10 per cent of the issued ordinary share capital at the date of the meeting, for cash otherwise than in connection with an offer to existing Shareholders. This authority also permits the Directors to sell any such shares held in treasury. Unless renewed or revoked earlier, the authority conferred by Resolution 11 will expire upon the expiry of the general authority conferred in Resolution 10.

The Directors' policy on the issue of new ordinary shares is for the net issue price (after an allocation of costs) to be above the fully diluted Net Asset Value ('NAV') per share. Any re-issue of shares from treasury will follow institutional guidelines but it is not anticipated that such shares would be re-issued at prices below NAV.

The Directors consider that renewing the Company's share allotment authority to a limited extent and disapplying pre-emption rights in respect of such allotment is advantageous for Shareholders on the basis that (a) any ordinary shares issued for cash will be at a price that will be in excess of NAV and should therefore enhance NAV for existing Shareholders (over the longer term); (b) a larger capital base should result in a lower ongoing charges ratio for the Company because of the fixed element of costs; and (c) the increased number of ordinary shares should improve their liquidity. The Directors further believe that having the ability to ensure a ready supply of ordinary shares to the market should assist in avoiding the creation of an excessive and unsustainable premium over NAV, which could increase the risks for new investors.

Authorities granted under Resolutions 10 and 11 will expire at the conclusion of the AGM to be held in 2026. Since the AGM in April 2024, and up to 19 February 2025, no ordinary shares have been issued.

Resolution 12 – Authority to make Market Purchases of Ordinary Shares

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Resolution 12 renews the authority granted to the Company to buy back its own ordinary shares in the market as permitted by the Companies Act 2006.

The Company was given authority to make market purchases of up to 14.99 per cent of the Company's ordinary share capital at last year's AGM. The Board wishes to renew this authority so that the Company will retain the flexibility to make market purchases of its own shares where the Board considers it desirable to do so. In the period from the 2024 AGM to 30 November 2024, the Company bought back 1,870,840 ordinary shares under the authority. No shares were bought back following the year end. All shares bought back were placed into treasury.

The Directors believe that to make purchases of ordinary shares in the market at appropriate times and prices, is a suitable method of enhancing Shareholder value. Where the purchases of ordinary shares are made at prices below the prevailing NAV per share, this will enhance the fully diluted NAV for the remaining Shareholders. The Board therefore intends that purchases of ordinary shares would only be made at prices below the NAV.

The Company would, within guidelines set from time to time by the Board, make either a single purchase or a series of purchases, when market conditions are suitable, with the aim of maximising the benefits to Shareholders. The Board considers that it will be most advantageous to Shareholders for the Company to be able to make such purchases as and when it considers market conditions to be favourable and therefore does not propose to set a timetable for making any such purchases.

Resolution 12 provides that the number of ordinary shares that could be purchased does not exceed a maximum of 49,729,325 (representing approximately 14.99 per cent of the Company's issued ordinary share capital as at 19 February 2025), or such other number representing 14.99 per cent of the issued ordinary share capital, including treasury shares, at the date of the meeting. The resolution also sets the maximum price that may be paid by the Company at the higher of 105 per cent of the average middlemarket quotation for an ordinary share on the five business days immediately preceding the date of the relevant purchase or the higher of the last independent trade and the highest independent bid. The minimum price to be paid will be 5p per ordinary share (being the nominal value per share).

The authority granted under Resolution 12 will last until the end of the next Annual General Meeting of the Company or until the whole of the relevant 14.99 per cent has been utilised, whichever is the earlier.

Under the Act, the Company is allowed to hold its own ordinary shares in treasury following a buy back, instead of cancelling them. This gives the Company the ability to re-sell treasury shares quickly and cost effectively and provides the Company with additional flexibility in the management of its capital base. Shares held in treasury have their voting and dividend rights suspended. If the Directors exercise the authority conferred by Resolution 12 the Company will have the option of either cancelling or holding in treasury any shares purchased in the market. The Directors will decide at the time of purchase which option to pursue. The Directors will have regard to any guidelines issued by investor groups at the time of any such purchase with respect to the holding or resale of treasury shares. As at 19 February 2025, the Company held 28,530,635 ordinary shares in treasury.

Resolution 13 relates to the cancellation of the Company's share premium account. In order to increase the distributable reserves available to the Company and thereby provide the Board with additional flexibility to return capital to Shareholders or to apply such reserves for any other general corporate purposes, the Company is seeking to cancel its share premium account. The Company has built up a substantial share premium account of approximately £311,369,000 as a result of issuing shares at a premium to their nominal value. The share premium account is a non-distributable reserve that the Company is unable to utilise for the purpose of making distributions to Shareholders, unless reduced or cancelled by way of a reduction of capital approved by Shareholders and the High Court.

The Board proposes, subject to Shareholder and Court approval, to cancel the amount standing to credit of the Company's share premium account. The resulting credit arising in the Company's books of account will then be credited to a new distributable reserve, subject to any terms and conditions required by the Court in granting the order confirming the Share Premium Reduction.

The Company intends that an application will be made to the Court to approve the Share Premium Reduction as soon as is reasonably practicable after AGM, provided that Resolution 13 is approved by Shareholders.

Resolution 14 seeks shareholder approval for the Company to hold general meetings (other than the AGM) on at least 14 clear days' notice. Under the Companies Act 2006 ("the Act"), the notice period required for general meetings of the Company is 21 clear days, unless Shareholders approve a shorter notice period (which cannot, however, be less than 14 clear days). The passing of Resolution 14 will constitute Shareholders' approval of the shorter notice period for the purposes of the Act.

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. The Company will only use this shorter notice period where it is merited by the purpose of the meeting. This authority shall expire on the conclusion of the next Annual General Meeting of the Company to be held in 2026 or, if earlier, on the expiry of 15 months from the date of the passing of the resolution.

For the avoidance of doubt, AGM's of the Company will continue to be held on 21 clear days' notice.

Recommendation

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The formal Notice of the AGM is set out on pages 7 and 8 of this document.

The Board believes that the passing of the Resolutions 1–14 should help to promote the success of the Company and is in the best interests of the Company and its Shareholders as a whole. The Directors unanimously recommend that you vote in favour of the resolutions as they intend to do in respect of their own beneficial holdings which amount in aggregate to 102,497 shares, representing approximately 0.03 per cent of the total voting rights of the issued ordinary share capital of the Company.

If you are an ordinary Shareholder and would like to vote on the resolutions, you are encouraged to complete and return your proxy form to ensure your votes are counted within the poll, alternatively, you can appoint a proxy to exercise all or any of your rights to attend, vote and speak at the AGM by using one of the methods set out in the notes to the notice of AGM. You are therefore urged to return the enclosed form of proxy without delay.

Yours sincerely

Simon Cordery Chair

NOTICE OF ANNUAL GENERAL MEETING

Polar Capital Global Financials Trust plc

(incorporated and registered in England and Wales under number 8534332 and registered as an investment company under Section 833 of the Companies Act 2006)

NOTICE IS HEREBY GIVEN that the twelfth Annual General Meeting ('AGM') of the Company will be held at 2.00 p.m. on Thursday 10 April 2025 at 16 Palace Street, London, SW1E 5JD to consider and, if thought fit, to pass Resolutions 1 to 10 as Ordinary Resolutions (an Ordinary Resolution is one that requires a majority in excess of 50 per cent of those present and voting to be passed) and to consider and, if thought fit, pass resolutions 11 to 14 as Special Resolutions (a Special Resolution is one that requires a majority of at least 75 per cent of those present and voting to be passed).

AS ORDINARY RESOLUTIONS

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    1. To receive and consider the Annual Report together with the Audited Financial Statements for the year ended 30 November 2024.
    1. To receive and approve the Directors' Remuneration Implementation Report for the year ended 30 November 2024.
    1. To re-elect Simon Cordery as a Director of the Company.
    1. To re-elect Cecilia McAnulty as a Director of the Company.
    1. To re-elect Susie Arnott as a Director of the Company.
    1. To re-elect Angela Henderson as Director of the Company.
    1. To re-appoint PricewaterhouseCoopers LLP as auditors to the Company to hold office until the conclusion of the next AGM of the Company.
    1. To authorise the Directors to determine the auditors' remuneration.
    1. To approve the proposed changes to the Company's Dividend Policy.
    1. THAT the Directors be and they are hereby generally and unconditionally authorised pursuant to section 551 of the Act, and in substitution for all existing authorities, to exercise all powers of the Company to allot shares in the Company up to a maximum aggregate nominal value of £1,658,750 (being approximately 10 per cent of the Company's total issued Ordinary Share capital, including treasury shares, on 19 February 2025 or, if changed, the number representing 10 per cent of the issued share capital of the Company at the date the resolution is passed) PROVIDED THAT this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, save that the said authority shall allow and enable the Directors to make an offer or agreement before the expiry of that authority which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

AS SPECIAL RESOLUTIONS

    1. THAT, subject to the passing of Resolution 10, the Directors be and they are hereby empowered pursuant to Section 570 and Section 573 of the Act to allot equity securities (within the meaning of Section 560 of the Act) wholly for cash pursuant to the authority conferred by Resolution 10 as if subsection (1) of Section 561 of the Act did not apply to any such allotment PROVIDED THAT this power shall be limited:
  • (i) to the allotment of equity securities whether by way of a rights issue, open offer or otherwise to Ordinary Shareholders and/or holders of any other securities in accordance with the rights of those securities where the equity securities respectively attributable to the interests of all ordinary Shareholders and/or such holders are proportionate (or as nearly as may be) to the respective numbers of ordinary shares and such equity securities held by them (or as otherwise allotted in accordance with the rights attaching to such equity securities) subject in either case to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or any other matter whatsoever; and
  • (ii) to the allotment (otherwise than pursuant to sub-paragraph (i) above) of equity securities up to a maximum aggregate nominal value of £1,658,750 (being approximately 10 per cent of the Company's total issued ordinary share capital, including treasury shares, on 19 February 2025 or, if changed, the number representing 10 per cent of the issued share capital of the Company at the date the resolution is passed) at a price per share not less than the net asset value per ordinary share of the Company; and shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, save that the Directors may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired.
    1. THAT the Company be and is hereby generally and unconditionally authorised pursuant to Section 701 of the Act to make market purchases (within the meaning of Section 693 of the Act) of ordinary shares of 5p each in the capital of the Company, on such terms and in such manner as the Directors may from time to time determine PROVIDED THAT:
  • (iii) the maximum number of ordinary shares hereby authorised to be purchased shall be 49,729,325; representing approximately 14.99 per cent of the Company's total issued share capital, including treasury shares, at 19 February 2025 or, if changed, the number representing 14.99 per cent of the issued share capital of the Company at the date the resolution is passed;
  • (iv) the minimum price excluding expenses which may be paid for an ordinary share is 5p;
  • (v) the maximum price excluding expenses payable by the Company for each ordinary share is the higher of:
  • (a) 105 per cent of the average of the middle-market quotations of the ordinary shares for the five business days prior to the date of the market purchase; and
  • (b) the higher of the price of the last independent trade and the highest current independent bid for an ordinary share on the trading venues where the market purchases by the Company pursuant to the authority conferred by this Resolution 12 will be carried out;
  • (vi) the authority hereby conferred shall expire at the conclusion of the next AGM of the Company, unless such authority is renewed prior to such time;
  • (vii) the Company may make a contract to purchase ordinary shares under the authority hereby conferred prior to the expiry of such authority 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
  • (vi) any ordinary shares so purchased shall be:
  • (a) cancelled immediately upon completion of the purchase; or
  • (b) held, sold, transferred or otherwise dealt with as treasury shares in accordance with the provisions of the Act.
    1. THAT, subject to confirmation of the High Court of Justice in England and Wales, the amount standing to the credit of the share premium account of the Company be cancelled.
    1. THAT a general meeting other than an Annual General Meeting may be called on not less than 14 days' notice, such authority to expire at the conclusion of the Annual General Meeting in 2026 or, if earlier, on the expiry of 15 months from the date of the passing of this resolution.

BY ORDER OF THE BOARD

Jumoke Kupoluyi, ACG Polar Capital Secretarial Services Limited Company Secretary

19 February 2025

16 Palace Street London SW1E 5JD

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Notes to the Notice of General Meeting

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    1. Only those ordinary shareholders registered in the register of members of the Company at close of business on 8 April 2025 (or, if the AGM (the 'Meeting') is adjourned, close of business on the day which is two working days prior to any adjourned Meeting) shall be entitled to attend and vote at the Meeting in respect of the number of shares registered in their name at that time. Changes to entries on the relevant register of securities after 8 April 2025 will be disregarded in determining the rights of any person to attend or vote (and the number of votes they may cast) at the Meeting or any adjourned Meeting.
    1. An ordinary shareholder entitled to attend, speak and vote at the Meeting may appoint one or more proxies (who need not be a member of the Company) to exercise all or any of his or her rights to attend, speak and vote at the Meeting. An ordinary shareholder can appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attaching to different shares held by the ordinary shareholder. If two or more valid proxy forms are delivered or received in respect of the same share for use at the same Meeting, the one which was last sent shall be treated as replacing and revoking the others in their entirety.

If the Company is unable to determine the one which was last sent, the one which is last received shall be so treated. If the Company is unable to determine either which is last sent or which is last received, none of them shall be treated as valid in respect of that share. Voting on all resolutions will be conducted on a Poll. Every ordinary shareholder who is present in person at a general meeting of the Company, and every person (not being himself or herself a member entitled to vote) who is present as proxy for a member entitled to vote, shall have one vote for every share held by him or her.

    1. A proxy does not need to be a member of the Company but must attend the Meeting to represent you. Your proxy could be the Chair, another Director of the Company or another person who has agreed to attend to represent you. Your proxy will vote as you instruct and must attend the meeting for your vote to be counted. Details of how to appoint the Chair or another person as your proxy using the proxy form are set out in the notes to the proxy form. Appointing a proxy does not preclude you from attending the Meeting and voting in person.
    1. A form of proxy is enclosed. To be valid the form of proxy must be completed and delivered (together with any authority under which it is executed or a copy of the authority certified notarially or in some other way approved by the Directors) to the office of the Registrar to the Company not less than 48 hours before the time appointed for holding the Meeting (excluding non-working days). The form of proxy should be returned to Equiniti Limited at the address given on the proxy form.

The return of the form of proxy duly completed will not preclude a member from attending and voting in person at the Meeting. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST Manual which can be viewed at www.euroclear.co.uk. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a 'CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's (EUI) specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company's agent (ID number RA19) by not later than 48 hours before the time appointed for the holding of the meeting (excluding non-working days i.e. by 8 April 2025).

For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) (a) of the Uncertificated Securities Regulations 2001.

    1. If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 2.00 p.m. on 8 April 2025 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.
    1. The attendance at the Meeting of members and their proxies and representatives is understood by the Company to confirm their agreement to receive any communications made at the Meeting.
    1. Electronic Proxy Appointment ('EPA') is available for this Annual General Meeting ('AGM'). To appoint a proxy electronically log on to the Company's Registrars' website at www.shareview.co.uk. You will need to create an online portfolio using your Shareholder Reference on your Form of Proxy. Full details of the procedures are given on the website. Alternatively, if you have already registered with the Company's Registrars' online portfolio service, Shareview, you can submit your proxy by logging on to your portfolio at www.shareview.co.uk using your usual user ID and password. Once logged in simply click 'View' on the 'My Investments' page, click on the link to vote then follow the on screen instructions. EPA will not be valid if received after 2.00 p.m. on 8 April 2025 or if the AGM is adjourned, 48 hours before the time for holding the adjourned AGM (excluding non- working days), and will not be accepted if found to contain a computer virus.
    1. To change your proxy instructions, you may return a new proxy appointment using the methods set out above. Where you have appointed a proxy using the hard copy proxy form and would like to change the instructions using another hard copy proxy form, please contact Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA. The deadline for receipt of proxy appointments (see above) also applies in relation to amended instructions. Where two or more valid separate appointments of proxy are received in respect of the same share in respect of the same meeting, the one which is last sent shall be treated as replacing and revoking the other or others.
    1. As at the date of this Notice, the Company's issued share capital consists of 331,750,000 ordinary shares of 5p each. The Company holds 28,530,635 ordinary shares in treasury. Therefore, the total voting rights in the Company is 303,219,365.
  • A copy of this notice has been sent for information only to persons who have been nominated by a member to enjoy information rights under section 146 of the Companies Act 2006 (a 'Nominated Person'). The rights to appoint a proxy cannot be exercised by a Nominated Person: they can only be exercised by the member. However, a Nominated Person may have a right under an agreement between him and the member by whom he was nominated to be appointed as a proxy for the Meeting or to have someone else so appointed. If a Nominated Person does not have such aright or does not wish to exercise it, he may have a right under such an agreement to give instructions to the member as to the exercise of voting rights.

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    1. A member of the Company which is a corporation may authorise a person or persons to act as its representative(s) at the AGM. In accordance with the provisions of the Companies Act 2006, each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company, provided that they do not do so in relation to the same shares. It is no longer necessary to nominate a designated corporate representative.
    1. Pursuant to section 319A of the Companies Act 2006, the Company must cause to be answered at the Meeting any question relating to the business being dealt with at the Meeting which is put by a member attending the meeting, except in certain circumstances, including if it is undesirable in the interests of the Company or the good order of the meeting that the question be answered or if to do so would involve the disclosure of confidential information.
    1. 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 circumstance connected with an auditor of the Company ceasing to hold office since the last AGM, 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.
    1. In accordance with section 311A of the Companies Act 2006, the contents of this notice of meeting, details of the total number of shares in respect of which members are entitled to exercise voting rights at the AGM and, if applicable, any members' statements, members' resolutions or members' matters of business received by the Company after the date of this notice will be available on the Company's website: www.polarcapitalglobalfinancialstrust.com
    1. The terms of appointment of the Directors are available for inspection at the registered office of the Company during usual business hours (Saturdays, Sundays and public holidays excepted) and will be available at the place of the Meeting from 1.00 p.m. until its conclusion.
    1. You may not use any electronic address provided either in this Notice of AGM or any related documents (including the form of proxy) to communicate with the Company for any purposes other than those expressly stated.
    1. Please note that the Company takes all reasonable precautions to ensure no viruses are present in any electronic communication it sends out but the Company

cannot accept responsibility for loss or damage arising from the opening or use of any email or attachments from the Company and recommend that the Shareholders subject all messages to virus checking procedures prior to use. Any electronic communication received by the Company, including the lodgement of an electronic proxy form, that is found to contain any virus will not be accepted.

  1. Under section 338 of the Companies Act 2006, a member or members meeting the qualification criteria set out below, may, subject to conditions, require the Company to give to members notice of a resolution which may properly be moved and is intended to be moved at that meeting.

The conditions are that:

  • (i) the resolutions must not, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise);
  • (ii) the resolution must not be defamatory of any person, frivolous or vexatious;
  • (iii) the request:
  • (a) may be in hard copy form or in electronic form (see notes below)
  • (b) must identify the resolution of which notice is to be given by either setting out the resolution in full or, if supporting a resolution sent by another member, clearly identifying the resolution which is being supported;
  • (c) must be authenticated by the person or persons making it (see notes below);
  • (d) must be received by the Company not later than 6 weeks before the AGM.
  • (iv) in the case of a request made in hard copy form, such request must be:
  • (a) authenticated by signing, giving full name and address and providing evidence of the number of shares held; and
  • (b) sent to the Company Secretary, Polar Capital Global Financial Trust Plc, 16 Palace Street, London SW1E 5JD.
  • (v) in the case of a request made in electronic form, such request must be:
  • (a) authenticated by signing and scanning a copy of the request, giving the full name and address and providing evidence of the number of shares held; and
  • (b) sent to [email protected]
    1. Under section 338A of the Companies Act 2006, a member or members meeting the qualification criteria set out below, may, subject to conditions, require the Company to include in the business to be dealt with at the AGM a matter (other than a proposed resolution) which may properly be included in the business.

The conditions are that:

  • (i) the matter of business must not be defamatory of any person, frivolous or vexatious.
  • (ii) the request:
  • (a) may be in hard copy form or in electronic form (see notes below)
  • (b) must identify the matter of business by either setting it out in full or, if supporting a statement sent by another member, clearly identifying the matter of business which is being supported;
  • (c) must be accompanied by a statement setting out the grounds for the request;
  • (d) must be authenticated by the person or persons making it (see notes below); and
  • (e) must be received by the Company not later than 6 weeks before the AGM.
    1. To be able to exercise the members' right to require:

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  • (i) circulation of a resolution to be proposed to the AGM; or
  • (ii) a matter of business to be dealt with at the AGM; The relevant request must be made by:
  • (a) a member or members having the right to vote at the AGM and holding at least 5 per cent of the total voting rights of the Company; or
  • (b) at least 100 members having the right to vote at the AGM and holding, on average, at least £100 of paid up share capital.

For information on voting rights, including the total number of voting rights in the Company see above note 9.

    1. Where a member or members wish to request the Company to:
  • (i) circulate a resolution to be proposed to the AGM; or
  • (ii) a matter of business to be dealt with at the AGM;

Such request must be made in accordance with one of the following:

(a) a hard copy request signed by you stating your full name and address and providing evidence of the number of shares held sent to the Company Secretary, Polar Capital Global Financials Trust Plc, 16 Palace Street, London SW1E 5JD.

  • (b) a scanned copy of a request signed by you stating your full name and address and providing evidence of the number of shares held sent to [email protected], stating PCFT AGM in the subject field.
  • (c) a request signed by you stating your full name and address and providing evidence of the number of shares held sent by fax to 020 7227 2799, marked for the attention of the Company Secretary, Polar Capital Global Financials Trust Plc and stating PCFT AGM in the subject field.
    1. Under section 360BA of the Companies Act 2006, a member may, subject to conditions, request confirmation that their vote on a resolution at a general meeting where a poll has been taken has been validly recorded and counted.

The conditions at that:

  • (a) the member makes a request for the information which is received by the Company no later than 30 days from the date of the AGM; and
  • (b) the member does not have any other reasonable means by which to determine that their vote has been validly recorded and counted by the Company.

Upon receipt of the request, the Company must provide the information to the member as soon as reasonably practicable and in any event by the end of the period of 15 days beginning with whichever is the later of the first working day after the day on which:

  • (a) the result of the poll is declared for that resolution; or
  • (b) the request for information under subsection (a) is received by the Company.

Polar Capital Global Financials Trust plc

(incorporated and registered in England and Wales, registered number 8534332, as an investment company within the meaning of Section 833 of the Companies Act 2006)

Registered office: 16 Palace Street, London, SW1E 5JD

Perivan.com 269871

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