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Edinburgh Investment Trust PLC

AGM Information Jul 31, 2025

5143_rns_2025-07-31_60ea41f1-7e24-4154-a0d0-bdd9605a8c15.pdf

AGM Information

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The Edinburgh Investment Trust plc

First Floor, 9 Haymarket Square, Edinburgh EH3 8RY

Incorporated in Scotland. Company number: SC001836 The Company is an investment company within the meaning of section 833 of the Companies Act 2006

The Companies Act 2006

Copy Resolution

Passed on 22 July 2025

This is to confirm that at the Annual General Meeting of The Edinburgh Investment Trust plc, duly convened and held at The Balmoral Hotel, Edinburgh, EH2 2EQ on the 22 July 2025 at 11.00 am, the following resolutions were considered as Special Business. Resolutions 12 and 13 was passed as Ordinary Resolutions and Resolutions 14 to 16 were passed as Special Resolutions.

PROPOSED AND PASSED AS AN ORDINARY RESOLUTION

  1. To approve and adopt the proposed investment objective and policy set out in the appendix to this notice on pages 82 and 83, a copy of which has been produced to the meeting and signed by the Chairman for the purposes of identification, as the investment policy of the Company to the exclusion of the existing investment policy of the Company.

  2. That: in substitution for any existing authority under section 551 of the Companies Act 2006 (the 'Act') but without prejudice to the exercise of any such authority prior to the date of this resolution the Directors of the Company be generally and unconditionally authorised in accordance with section 551 of the Act as amended from time to time prior to the date of the passing of this resolution, to exercise all powers of the Company to allot shares and grant rights to subscribe for, or convert any securities into, shares up to an aggregate nominal amount within the meaning of sections 551(3) and (6) of the Act of £4,891,668 this being 10% of the Company's issued ordinary share capital as at 19 May 2025, such authority to expire at the conclusion of the next Annual General Meeting of the Company or the date fifteen months after the passing of this resolution, whichever is the earlier unless the authority is renewed or revoked at any other general meeting prior to such time, but so that this authority shall allow the Company to make offers or agreements before the expiry of this authority which would or might require shares to be allotted, or rights to be granted, after such expiry as if the authority conferred by this resolution had not expired.

PROPOSED AND PASSED AS SPECIAL RESOLUTIONS

  1. That: subject to the passing of resolution number 13 set out in the notice of this meeting (the 'Section 551 Resolution') and in substitution for any existing authority under sections 570 and 573 of the Companies Act 2006 (the 'Act') but without prejudice to the exercise of any such authority prior to the date of this resolution, the Directors be and are hereby empowered, in accordance with sections 570 and 573 of the Act as amended from time to time prior to the date of the passing of this resolution to allot equity securities (within the meaning of section 560(1), (2) and (3) of the Act) for cash, either pursuant to the authority given by the Section 551 Resolution or (if such allotment constitutes the sale of relevant shares which, immediately before the sale, were held by the Company as treasury shares)

The Edinburgh Investment Trust plc

First Floor, 9 Haymarket Square, Edinburgh EH3 8RY

Incorporated in Scotland. Company number: SC001836

The Company is an investment company within the meaning of section 833 of the Companies Act 2006

otherwise, as if section 561 of the Act did not apply to any such allotment, provided that this power shall be limited:

(a) to the allotment of equity securities in connection with a rights issue in favour of all holders of a class of equity securities where the equity securities attributable respectively to the interests of all holders of securities of such class are either proportionate (as nearly as may be) to the respective numbers of relevant equity securities held by them or are 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, regulatory or practical problems under the laws of, or the requirements of, any regulatory body or any stock exchange in any territory or otherwise); and

(b) to the allotment (otherwise than pursuant to a rights issue) of equity securities up to an aggregate nominal amount of £4,891,668 this being 10% of the Company's issued ordinary share capital as at 19 May 2025.

and this power shall expire at the conclusion of the next Annual General Meeting of the Company or the date fifteen months after the passing of this resolution, whichever is the earlier, unless the authority is renewed or revoked at any other general meeting prior to such time, but so that this power shall allow the Company to make offers or agreements before the expiry of this power which would or might require equity securities to be allotted after such expiry as if the power conferred by this resolution had not expired; and so that words and expressions defined in or for the purposes of Part 17 of the Act shall bear the same meanings in this resolution.

  1. That: the Company be generally and subject as hereinafter appears 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 the issued ordinary shares of 25p each in the capital of the Company ('Shares'). Provided always that:

(a) the maximum number of Shares hereby authorised to be purchased shall be 29,330,443 ordinary shares (being 14.99% of the issued ordinary share capital of the Company as at 19 May 2025);

(b) the minimum price which may be paid for a Share shall be 25p;

(c) the maximum price which may be paid for a Share must not be more than the higher of: (i) 5 per cent. above the average of the mid-market values of the Shares for the five business days before the purchase is made; and (ii) the higher of the price of the last independent trade in the Shares and the highest then current independent bid for the Shares on the London Stock Exchange;

(d) any purchase of Shares will be made in the market for cash at prices below the prevailing net asset value per Share (as determined by the Directors);

(e) the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company or the date fifteen months after the passing of this resolution, whichever is the earlier, unless the authority is renewed or revoked at any other general meeting prior to such time;

(f) the Company may make a contract to purchase 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 Shares pursuant to any such contract; and

The Edinburgh Investment Trust plc

First Floor, 9 Haymarket Square, Edinburgh EH3 8RY

Incorporated in Scotland. Company number: SC001836 The Company is an investment company within the meaning of section 833 of the Companies Act 2006

(g) any shares so purchased shall be cancelled, or, if the Directors so determine and subject to the provisions of section 724 to 731 of the Companies Act 2006 and any applicable regulations of the United Kingdom Listing Authority, be held (or otherwise dealt with in accordance with section 727 or 729 of the Companies Act 2006) as treasury shares.

  1. That: the period of notice required for general meetings of the Company (other than AGMs) shall be not less than 14 days.

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