Pre-Annual General Meeting Information • Jul 30, 2025
Pre-Annual General Meeting Information
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29 July 2025
17722c SBOT Proxy White.qxp 29/07/2025 09:11 Page 1
Dear Shareholder
We enclose the Annual Report and Financial Statements for the year ended 31 March 2025 together with the Notice of Annual General Meeting ("AGM") and a proxy form.
Please refer to the Chairman's Statement for further details with respect to the AGM. You can register your proxy appointment and voting instructions by going to Equiniti's Shareview website,www.shareview.co.uk, and logging in to your Shareview Portfolio. To register for a Shareview Portfolio, go to www.shareview.co.uk and enter the requested information. We believe that it is in the interests of all shareholders to take advantage of the Directors' powers to communicate with shareholders electronically. We therefore recommend that shareholders elect to receive
shareholder documents, notices and/or information such as the enclosed Annual Report and Financial Statements ("Company Documents") electronically via the Company's website, www.schroders.com/sbot,where they can be viewed and downloaded online. You can also choose to elect to receive email communications that Company Documents are available on the Company's website. To select either or both ofthese options, please log onto www.shareview.co.uk and click on the link to sign up for paper-free communications. Any option selected can be de-selected at any time by logging onto your account atwww.shareview.co.uk.
Yours faithfully
Schroder Investment Management Limited
Company Secretary
An Investment Company under Section 833 of the Companies Act 2006
Registered in England No. 12892325
Registered Office: 1 London Wall Place, London EC2Y 5AU Telephone: 020 7658 6000
Schroder British Opportunities Trust plc
Notice is hereby given that an Annual General Meeting of Schroder British Opportunities Trust plc will be held on 9 September 2025 at 1.00p.m. at 1 London Wall Place, London EC2Y 5AU to consider the following resolutions:
"THAT in addition to 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 relevant securities (within the meaning o f section 551 of the Act) up to an aggregate nominal amount of £73,900 (being 10% of the issued ordinary share capital, excluding treasury shares, a t 28 July 2025) for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) at the conclusion of the Annual General Meeting of the Company in 2026, but that the Company may make an offer or agreement which would or might require relevant securities to be allotted after expiry of this authority and the Boar d may allot relevant securities in pursuance of that offer or agreement."
"That, subject to the passing of Resolution 1 0 set out above, the Directors be and are hereby empowered, pursuant to Section 571 of the Act, to allot equity securities (including any shares held in treasury) (as defined in section 560(1) of the Act) pursuant to the authority given in accordance with section 551 of the Act by the said Resolution 1 0 and/or where such allotment constitutes an allotment of equity securities by virtue of section 560(2) of the Act as if Section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities up to an aggregate nominal amount of £73,900, (representing 10% of the aggregate nominal amount of the share capital in issue, excluding treasury shares at 28 July 2025); and where equity securities are issued pursuant to this power they will only be issued at a price which is equal or greater than the Company's NAV per share as at the latest practicable date before the allotment; and provided that this power shall expire at the conclusion of the next Annual General Meeting of the Company but so that this power shall enable the Company to make offers or agreements before such expiry which would or might require equity securities to be allotted after such expiry."
"THAT 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 of the Act) of ordinary shares of 1p each in the capital of the Company ("Share") at whatever discount the prevailing market price represents to the prevailing net asset value per Share provided that:
By order of the Board Registered Office: Schroder Investment Management Limited 1 London Wall Place, Company Secretary London EC2Y 5AU 28 July 2025 Registered Number: 12892325
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Completion and return of a proxy form will not preclude a shareholder from attending the Annual General Meeting and voting in person.
On a vote by show of hands, every ordinary shareholder who is present in person has one vote and every duly appointed proxy who is present has one vote. On a poll vote, every ordinary shareholder who is present in person or by way of a proxy has one vote for every share of which he/she is a holder. Voting will be by poll.
The "Vote Withheld" option on the proxy form is provided to enable you to abstain on any particular resolution. However it should be noted that a "Vote Withheld" is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution. A proxy form must be signed and dated by the shareholder or his or her attorney duly authorised in writing. In the case of joint holdings, any one holder may sign this form. The vote of the senior joint holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder and for this purpose seniority will be determined by the order in which the names appear on the Register of Members in respect of the joint holding. To be valid, proxy form(s) must be completed and returned to the Company's Registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, in the enclosed envelope together with any power of attorney or other authority under which it is signed or a copy of such authority certified notarially, to arrive no later than 48 hours before the time fixed for the meeting, or an adjourned meeting. It is possible for you to submit your proxy votes online by going to Equiniti's Shareview website, www.shareview.co.uk, and logging in to your Shareview Portfolio. Once you have logged in, simply click 'View' on the 'My Investments' page and then click on the link to vote and follow the on-screen instructions. If you have not yet registered for a Shareview Portfolio, go to www.shareview.co.uk and enter the requested information. It is important that you register for a Shareview Portfolio with enough time to complete the registration and authentication processes. Please note that to be valid, your proxy instructions must be received by Equiniti no later than 1.00 p.m. on 5 September 2025. If you have any difficulties with online voting, you should contact the shareholder helpline on +44 (0) 800 032 0641. If calling from outside of the UK, please ensure the country code is used.
If an ordinary shareholder submits more than one valid proxy appointment, the appointment received last before the latest time for receipt of proxies will take precedence. Shareholders may not use any electronic address provided either in this Notice of Annual General Meeting or any related documents to communicate with the Company for any purposes other than expressly stated.
Representatives of shareholders that are corporations will have to produce evidence of their proper appointment when attending the Annual General Meeting.
The statement of the rights of ordinary shareholders in relation to the appointment of proxies in note 1 above does not apply to Nominated Persons. The rights described in that note can only be exercised by ordinary shareholders of the Company.
Shareholder Reference Number
You may submit your proxy electronically by logging into your Shareview Portfolio at www.shareview.co.uk.
I/We, being an ordinary shareholder(s) of Schroder British Opportunities Trust plc , hereby appoint the Chair of the meeting OR the following person:
as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement* on my/our behalf at the Annual General Meeting of Schroder British Opportunities Trust plcto be held at 1 London Wall Place, London
Vote Withheld (see note 1
EC2Y 5AU on 9 September 2025 at 1.00 p.m. and at any adjournment thereof.
*For the appointment of more than one proxy, please refer to note 1 opposite and tick here.
For Against opposite) 1 Report of the Directors and audited Accounts 2 Directors' Remuneration Report 3 No final dividend 4 Re-election of Justin Ward 5 Re-election of Diana Dyer Bartlett 6 Re-election of Jemma Bruton 7 Re-election of Tim Jenkinson 8 Re-appoint Ernst & Young LLP 9 Authority to determine Auditor's remuneration 10 Authority to allot shares 11 Disapplication of pre-emption rights† 12 Authority to purchase own ordinary shares† 13 Notice of general meetings†
The profiles of the Directors proposed for re-election are set out on pages 38 and 39 of the Annual Report and Financial Statements for the year ended 31 March 2025. † Special resolution
I/We would like my/our proxy to vote on the resolutions proposed at the meeting as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting or adjourned meeting.
Signature
In the case of a corporation, this proxy must be given under its common seal or be on its behalf by an attorney or duly authorised officer, stating their capability. (e.g. director, secretary).
Date
Please complete this form and return it to Equiniti in the envelope provided, to arrive not later than 48 hours (excluding non-working days) in advance of the time set for the meeting.
Explanatory notes on the completion of this form of proxy are set out opposite. Linkway 17722c
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