THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. When considering what action you should take, you are recommended immediately to seek your own personal financial advice from an appropriately qualified independent adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom, or, if not, another appropriately authorised financial adviser.

If you have disposed of all your Ordinary Shares in the Company, please pass this Notice (and the attached Form of Election) as soon as possible to the purchaser or transferee or to the stockbroker or other agent through whom you made the disposal for onward transmission to the purchaser or transferee. This Notice, or any accompanying document, should not, however, be forwarded or transferred in or into or from any Restricted Territories. The Record Date for participation in the 2025 Realisation Opportunity is set out in Part II of this Notice (29 August 2025) and Shareholders who acquire Ordinary Shares following the Record Date should treat this Notice as being for information purposes only.

Realisation Elections may only be made by Shareholders on the Form of Election or, in the case of Ordinary Shares held in uncertificated form (that is, in CREST), by giving a TTE Instruction.

TWENTYFOUR INCOME FUND LIMITED

(a non-cellular company limited by shares incorporated in Guernsey under the Companies (Guernsey) Law, 2008, as amended, with registered number 56128 and registered as a Registered Closed-ended Collective Investment Scheme with the Guernsey Financial Services Commission)

Notice to Shareholders

relating to the 3-yearly Realisation Opportunity for Shareholders in return for (i) cash at a 2 per cent. discount to Net Asset Value per Ordinary Share or (ii) new Realisation Shares (depending on the total number of Realisation Elections made, if any)

The 2025 Realisation Opportunity will only be available to Shareholders on the Register at the close of business on the Record Date (29 August 2025). The 2025 Realisation Opportunity is not open for acceptance by Restricted Shareholders. In particular, the 2025 Realisation Opportunity is not being made, directly or indirectly, in or into or by the use of mails by any means or instrumentality (including, without limitation, facsimile transmission, internet, telex and telephone) of interstate or foreign commerce, or any facility of a national securities exchange, of the United States, nor is it being made, directly or indirectly, in or into Canada, Australia, New Zealand, the Republic of South Africa, the Republic of Ireland or Japan, and the 2025 Realisation Opportunity cannot be accepted by any such use, means, instrumentality or facility from within the United States, Canada, Australia, New Zealand, the Republic of South Africa, the Republic of Ireland or Japan.

The Form of Election for use by Shareholders in connection with the 2025 Realisation Opportunity is enclosed with this Notice. The Form of Election should be used by Shareholders that hold their Ordinary Shares in certificated form (that is, not in uncertificated form through CREST). To be effective, Shareholders must return the Form of Election so that it is received by the Receiving Agent as soon as possible and, in any event, by no later than 1:00 p.m. on the Election Submission Deadline. In the case of Ordinary Shares held by Shareholders in CREST, Realisation Elections are to be made by submitting a TTE Instruction as described in paragraph 2.2.1 of Section B of Part II of this Notice to the Receiving Agent by no later than 1:00 p.m. on the Election Submission Deadline.

Shareholders who hold their Ordinary Shares in certificated form should also return their share certificate(s) and/or other document(s) of title evidencing the Ordinary Shares in respect of which Realisation Elections are to be made. Shareholders who hold Ordinary Shares in uncertificated form (that is, in CREST) should arrange for Ordinary Shares in respect of which Realisation Elections are to be made to be transferred into escrow as described in Section B of Part II of this Notice.

IMPORTANT NOTICES

Deutsche Bank AG is a stock corporation (Aktiengesellschaft) incorporated under the laws of the Federal Republic of Germany with its principal office in Frankfurt am Main. It is registered with the local district court (Amtsgericht) in Frankfurt am Main under No HRB 30000 and licensed to carry on banking business and to provide financial services. The London branch of Deutsche Bank AG is registered as a branch office in the register of companies for England and Wales at Companies House (branch registration number BR000005) with its registered branch office address and principal place of business at 21, Moorfields, London EC2Y 9DB. Deutsche Bank AG is subject to supervision by the European Central Bank (ECB), Sonnemannstrasse 22, 60314 Frankfurt am Main, Germany, and the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht or BaFin), Graurheindorfer Strasse 108, 53117 Bonn and Marie-Curie-Strasse 24-28, 60439 Frankfurt am Main, Germany. With respect to activities undertaken in the United Kingdom, Deutsche Bank AG is authorised by the Prudential Regulation Authority. It is subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Details about the extent of Deutsche Bank AG's authorisation and regulation by the Prudential Regulation Authority are available from Deutsche Bank AG on request.

Deutsche Bank AG, London Branch, which is trading for these purposes as Deutsche Numis ("Deutsche Numis") is acting exclusively for the Company and no other person in connection with the 2025 Realisation Opportunity (whether or not a recipient of this document) and will not be responsible to any person other than the Company for providing the protections offered to clients of Deutsche Numis nor for providing advice in relation to any matter referred to herein. Neither Deutsche Numis nor any of its affiliates (nor any of their respective directors, officers, employees or agents), owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Deutsche Numis in connection with this document, any statement contained herein or otherwise.

SUMMARY	4
DEFINITIONS	7
LETTER FROM THE CHAIR OF THE COMPANY	12
FURTHER DETAILS OF THE 2025 REALISATION OPPORTUNITY	18
GENERAL INFORMATION	34

SUMMARY

Background

On the IPO of the Company, in 2013, the Board put in place a number of measures to help manage the possibility of its Ordinary Shares trading at a discount to NAV. One such discount control provision is that the Articles provide for a three-yearly Realisation Opportunity under which Shareholders may elect to realise all or part of their holdings of Ordinary Shares with effect from the applicable Reorganisation Date of the Company, regardless of the discount (or premium) to NAV at which the Ordinary Shares may then be trading. The Realisation Opportunity mechanism provides liquidity in size, if required, and the ability to sell Ordinary Shares at near to NAV (a 2 per cent. discount) even if the Ordinary Shares are trading at a wider discount (but the Realisation Opportunity will take place every three years irrespective of whether the Ordinary Shares are trading at a discount or premium to NAV).

Since IPO, the Ordinary Shares have traded on average at a 1.1 per cent. premium to NAV. The Ordinary Shares over the last three months have traded at a 1.7 per cent. premium to NAV and due to the ongoing demand for Ordinary Shares the Company has been issuing new Ordinary Shares to satisfy such demand at a 2 per cent. premium to NAV. The Company has issued 21.2 million Ordinary Shares during the calendar year-to-date, against a wider market backdrop of very subdued issuance, making the Company one of the top investment company issuers of equity for this period. As a result, the current Ordinary Share price premium to NAV is superior to the 2 per cent discount that Shareholders would achieve if they seek to realise their Ordinary Shares through a Realisation Election made under the 2025 Realisation Opportunity.

Under two of the three Realisation Opportunities previously initiated by the Company (held in 2016 and 2022), elections from Shareholders to realise their investment in the Company were outweighed by demand for new issuance from new and existing investors, leading the Company to issue new Ordinary Shares.

The Directors and the Portfolio Manager do not intend to make a Realisation Election to realise their Ordinary Shares, or Ordinary Shares managed on behalf of other entities, and will not participate in the 2025 Realisation Opportunity.

Shareholders have the option to either:

1. do nothing, and retain their current investment in the Company; or
1. realise their investment in the Company by making a Realisation Election, which will either see their Ordinary Shares:
2. (i) satisfied for cash at the Realisation Price, representing a 2 per cent. discount to the NAV per Ordinary Share as at the Pricing NAV Determination Date; or
3. (ii) converted into a potentially smaller and more illiquid Realisation Share class.

Once submitted, Realisation Elections cannot be changed. They will be processed as outlined in this Notice, even if the market price of the Ordinary Shares or NAV per Ordinary Share changes between the time Shareholders submit their election and the Pricing NAV Determination Date. Shareholders which elect to realise some or all of their investment when the market price of the Ordinary Shares is higher than the NAV per Ordinary Share, or trading at less than a 2 per cent. discount to NAV, are likely to receive less through the 2025 Realisation Opportunity than they would by selling their Ordinary Shares on the open market (as described under the "Illustrative Example" below).

Whether Elected Shares are satisfied for cash or converted into Realisation Shares will depend on the total number of Realisation Elections made (if any), demand in the market to purchase Elected Shares and the Company's capacity to purchase Elected Shares. Under two of the three Realisation Opportunities previously initiated by the Company (held in 2016 and 2022), elections from Shareholders to realise their investment in the Company were outweighed by demand for new issuance from new and existing investors, resulting in the Company issuing new Ordinary Shares to satisfy this excess demand (and the Company's issued share capital increased on a net basis in each case)1 .

¹ The decision to undertake any such equity fundraisings in connection with the 2025 Realisation Opportunity is at the Company's discretion, in consultation with Deutsche Numis.

If a Realisation Share class is created, the assets comprising the corresponding Realisation Pool will be managed in accordance with an orderly realisation programme with the aim of making progressive returns of cash to holders of Realisation Shares as soon as practicable. Conversely, the assets comprising the Continuation Pool (relating to the Continuing Ordinary Shares) will be managed in accordance with the Company's usual investment objective and investment policy. Any Realisation Shares that are created shall have more limited rights as compared to the Continuing Ordinary Shares, including that the annual dividend target (currently 8p per Ordinary Share) will not apply to Realisation Shares, they will not rank for any dividend declared or paid on the Ordinary Shares after their redesignation and the voting rights attaching to the Realisation Shares will be limited² to matters concerning the Realisation Share class (other than matters requiring the approval of all Shareholders under the Listing Rules).

Further information describing the above in detail can be found in Section B of Part II of this Notice. All Shareholders, especially those that are considering making a Realisation Election, are encouraged to read this Notice in its entirety, including the section titled "Risk Factors".

Action to be taken (if any) under the 2025 Realisation Opportunity

Shareholders who wish to maintain their Shareholding in the Company (and as such do not wish to participate in the 2025 Realisation Opportunity) are not required to take any action. ONLY IF a Shareholder wishes to make a Realisation Election in respect of their Shareholding should they complete the Form of Election sent to Shareholders.

Illustrative Example

Based on the current NAV per Ordinary Share as at the close of business on 15 August 2025 (being the latest practicable date prior to the publication of this Notice for the purposes of the Company's published NAV per Ordinary Share) (the "Latest Practicable Date") and the Ordinary Share price as at 19 August 2025, Shareholders that wish to realise their Shareholding are likely to be able to sell their Shareholding on the stock market at a higher price than is expected to be offered under the 2025 Realisation Opportunity (being the Realisation Price). Please see below an illustrative example prepared on this basis.

For illustrative purposes only:

Had the Pricing NAV Determination Date been the close of business on the Latest Practicable Date, the illustrative realisation price would be 108.08 pence per Ordinary Share (since the Net Asset Value per Ordinary Share as at the Latest Practicable Date was 110.29 pence per Ordinary Share).
The quoted bid price of an Ordinary Share as at 19 August 2025 was 111.6 pence (being the price for which Shareholders could sell their Ordinary Shares on the stock market).

Based on the illustrative example above, a Shareholder electing to realise their Ordinary Shares under the 2025 Realisation Opportunity would receive in cash 108.08 pence per Ordinary Share. In other words, a Shareholder would receive for each Ordinary Share 3.52 pence less than the quoted bid price as at 19 August 2025, based on the illustrative Latest Practicable Date statistics.

The Net Asset Value per Ordinary Share and quoted bid price of an Ordinary Share may also each change materially between the date on which a Shareholder makes a Realisation Election and the Pricing NAV Determination Date and Shareholders should note that once submitted, Realisation Elections cannot be changed.

The Company recommends that Shareholders read this Notice in its entirety and, in particular, that Shareholders read the Risk Factors set out in Section D of Part II of this Notice.

² Realisation Shareholders may only vote on resolutions proposed at a general meeting of the Company if the Realisation Shares are listed on the Official List of the FCA.

Illustration of the 2025 Realisation Opportunity

This flow chart sets out the process that will be followed in order to implement the 2025 Realisation Opportunity. This flow chart does not comprise a summary of the entire 2025 Realisation Opportunity and is not intended as a substitute for reading this Notice as a whole. Shareholders are therefore recommended to read this Notice in its entirety before completing and returning any Form of Election or submitting a TTE Instruction. Full details of the action to be taken, if any, can also be found in Part I of this Notice.

DEFINITIONS

In this Notice the words and expressions listed below have the meanings set out opposite them, except where the context otherwise requires:

2025 AGM	the annual general meeting of the Company to be held on 17 October 2025 in accordance with the Law or any adjournment thereof;
2025 Election Period	the period beginning 28 days before the 2025 Reorganisation Date and ending 7 days before the 2025 Reorganisation Date (or, if that date is not a Business Day, on the next subsequent Business Day);
2025 Realisation Opportunity	the realisation opportunity due to become effective on the 2025 Reorganisation Date;
2025 Reorganisation Date	24 October 2025, being the date falling 5 Business Days after the 2025 AGM;
ABS	any security that entitles the holder to receive payments that depend primarily on the cash flow from, the market value of, or the credit exposure to, a specified pool of financial assets, either fixed or revolving (including, but not limited to, residential and commercial mortgages, credit card receivables, automobile, boat and recreational vehicle leases and loans, instalment sales contracts, bank loans, leases, corporate debt securities and various types of accounts receivable), together with rights or other assets designed to assure the servicing or timely distribution of proceeds to the holder of the security;
Accounting Policies	the accounting principles adopted by the Company from time to time;
Administrator	Northern Trust International Fund Administration Services (Guernsey) Limited (a non-cellular company limited by shares incorporated in Guernsey with registered number 15532);
Articles	the Articles of Incorporation of the Company as applicable from time to time;
Board	the board of Directors of the Company or any duly constituted committee thereof;
Business Day	any day on which banks are open for business in London and Guernsey (excluding Saturdays and Sundays);
CLOs	collateralised loan obligations, being bond instruments issued to fund a specific pool of loans, typically senior secured or 'leveraged' loans, to companies. The bonds are split into tranches that can carry different ratings (and yields) according to how senior they are in the CLO's capital structure, normally from AAA notes at the top to equity notes at the bottom;
Company	TwentyFour Income Fund Limited;
Continuation Pool	the pool of cash, assets and liabilities to be attributed to Continuing Ordinary Shares;
Continuing Ordinary Shares	Ordinary Shares in respect of which no Realisation Elections have been made and/or, as the case may require, in respect of which Realisation Elections have been made and the Elected Shares have been used to satisfy investor demand in the market;
CREST	the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear in accordance with the CREST Regulations;

CREST Manual	the compendium of documents entitled the CREST Manual issued by Euroclear from time to time and comprising the CREST Reference Manual, the CREST Central Counterparty Service Manual, the CREST International Manual, CREST Rules, CCSS Operations Manual and the CREST Glossary of Terms;
CREST Regulations	the Uncertificated Securities (Guernsey) Regulations, 2009;
Deutsche Numis	Deutsche Bank AG, London Branch (trading for these purposes as Deutsche Numis);
Directors	the directors of the Company or any duly constituted committee thereof;
Elected Shares	Ordinary Shares in respect of which Realisation Elections have been made;
Electing Shareholders	Shareholders that make a Realisation Election;
Election Settlement Date	such date in the week commencing 27 October 2025 as the Company shall determine, being the date by which payments will be made to the eligible Shareholders as set out in this Notice, insofar as the payments relate to the 2025 Realisation Opportunity;
Election Submission Deadline	17 October 2025, being the date by which the Form of Election must be delivered to the Receiving Agent or the TTE Instruction must be submitted through CREST (together with supporting documentation, as applicable) in respect of the 2025 Realisation Opportunity;
Euroclear	Euroclear UK & International Limited, being the operator of CREST;
Extraordinary Resolution	a resolution passed by 75 per cent. of Shareholders in accordance with the Articles and the Law;
FCA	the Financial Conduct Authority;
Form of Election	the prescribed form of irrevocable sell order to be used by Shareholders that wish to realise all or some of their Ordinary Shares, enclosed with this Notice;
FSMA	the Financial Services and Markets Act 2000, as amended;
GFSC	the Guernsey Financial Services Commission;
IPO	the initial public offering of the shares as described in the IPO Prospectus;
IPO Prospectus	the prospectus published by the Company on 19 February 2013 in respect of the IPO;
Latest Practicable Date	15 August 2025, being the latest practicable date before the publication of this Notice for the purposes of the Company's published NAV per Ordinary Share;
Law	the Companies (Guernsey) Law, 2008, as amended;
Listing Rules	the UK Listing Rules made by the FCA under section 73A of FSMA;
London Stock Exchange	London Stock Exchange plc;
NAV or Net Asset Value	in relation to an Ordinary Share or a Realisation Share, as the case may be, its net asset value, in relation to Ordinary Shares or Realisation Shares, the net asset value per Ordinary Share or Realisation Share, as the case may be, multiplied by the number of shares of that class in issue (excluding, for the avoidance of

	doubt, any Shares held in treasury) and in relation to the Company, the net asset value of the Company as a whole, in each case calculated in accordance with the Company's normal Accounting Policies;
Official List	the Official List maintained by the FCA pursuant to Part VI of FSMA;
Ordinary Shareholders	holders of Ordinary Shares;
Ordinary Shares	ordinary shares of 1p each in the capital of the Company;
Overseas Shareholder	a Shareholder who is not a UK Shareholder or a Restricted Shareholder;
POI Law	the Protection of Investors (Bailiwick of Guernsey) Law, 2020, together with any rules and regulations made under it;
Portfolio	the Company's portfolio of assets;
Portfolio Manager	TwentyFour Asset Management LLP (a limited liability partnership incorporated in England and Wales with registered number OC335015);
Pricing NAV Determination Date	the Business Day as at which the Company calculates the Realisation Price, being 21 October 2025, or such other date as the Directors may determine;
Prospectus	the prospectus to be published by the Company in connection with the 2025 Realisation Opportunity;
Qualifying Shareholders	holders of Ordinary Shares on the register of members of the Company on the Record Date other than the Restricted Shareholders;
Realisation	the reorganisation of the Portfolio into two separate pools of assets, as described in the section titled "Realisation Process" of this Notice;
Realisation Election	an instruction sent by an Ordinary Shareholder during the 2025 Election Period requesting that all or part of the Ordinary Shares held by such holder be sold and if not so sold shall be converted into Realisation Shares;
Realisation Issue	an issue of new Ordinary Shares made for the purposes of or including financing the redemption or repurchase of Ordinary Shares in relation to which Realisation Elections have been made;
Realisation Opportunity	an opportunity for Shareholders to realise all or some of their Ordinary Shares in accordance with the Articles;
Realisation Pool	the pool of cash, assets and liabilities to be attributed to Realisation Shares;
Realisation Price	98 per cent. of the NAV per Ordinary Share as at the Pricing NAV Determination Date;
Realisation Shareholders	holders of Realisation Shares;
Realisation Shares	ordinary realisation shares of 1p each in the capital of the Company;
Realisation Terms and Conditions	has the meaning given in paragraph 1.8 of Section B of Part II of this Notice;
Receiving Agent	Computershare Investor Services PLC;
Record Date	29 August 2025, being the date by which a Shareholder must be recorded on the Register in order to be eligible for the 2025 Realisation Opportunity;

Register		the register of members of the Company;
Restricted Shareholder	Territory;	Shareholders who are resident in, or citizens of, a Restricted
Restricted Territories		each of the United States, Canada, Australia, New Zealand, the Republic of South Africa, the Republic of Ireland and Japan;
RIS		a regulatory information service that is on the list of regulatory information services maintained by the FCA;
RMBS		residential mortgage-backed securities, being bond instruments that represent a pool of numerous residential mortgage loans to individuals on their residential properties;
Sanctions		any economic or financial sanctions, trade embargoes, laws, regulations or other similar restrictive measures imposed (including, without limitation, any sectoral sanctions) enacted, administered or enforced from time to time by any Sanctions Authority;
Sanctioned Country		at any time, a country or territory which is the subject or target of any comprehensive or country-wide or territory-wide Sanctions including, but not limited to, North Korea, Iran, Syria, Cuba and Crimea, Donetsk and Luhansk regions of the Ukraine;
Sanctions Authority	(a)	the US government (including the US Department of State, the US Department of Commerce and the US Department of the Treasury (including the Office of Foreign Assets Control));
	(b)	the United Kingdom government (including His Majesty's Treasury, the Foreign and Commonwealth Office and the Department for Business, Innovation & Skills);
	(c)	the United Nations;
	(d)	the European Union (or any of its member states); and
	(e)	any other relevant government authority (including, for the avoidance of doubt, such government authority having jurisdiction over any obligor (whether based on its jurisdiction of incorporation or the place of its trade, business or other operational activities)),
		including, in each case, any other governmental institution or agency of the foregoing;
Sanctions List	any	the "Specially Designated Nationals and Blocked Persons" list maintained by the Office of Foreign Assets Control, the Consolidated List of Financial Sanctions Targets and the Investment Ban List maintained by His Majesty's Treasury, or similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities;
Sanctions Restricted Person	any person that is, or is owned or controlled (as such terms are interpreted in accordance with applicable Sanctions laws and regulations) by one or more persons that is:
	(a)	publicly designated by a Sanctions Authority to be the target of Sanctions or listed on any Sanctions List;
	(b)	a citizen of, located or resident in, operating from, domiciled, or incorporated or organised under the laws of, a Sanctioned Country; or
	(c)	otherwise the target of Sanctions;

Share	Ordinary Shares and/or Realisation Shares and/or Continuing Ordinary Shares, as the context so requires;
Shareholder	a holder of Shares;
Shareholding	a Shareholder's holding of Shares;
Takeover Code	the City Code on Takeovers and Mergers, as amended from time to time;
TTE Instruction	a Transfer To Escrow instruction in CREST;
UK or United Kingdom	the United Kingdom of Great Britain and Northern Ireland; and
UK Shareholder	a Shareholder who is resident in the UK.

PART I

LETTER FROM THE CHAIR OF THE COMPANY

TWENTYFOUR INCOME FUND LIMITED

Bronwyn Curtis OBE (Chair) Joanne Fintzen John de Garis Paul Le Page John Le Poidevin

Directors: Registered Office: PO Box 255 Trafalgar Court Les Banques St. Peter Port Guernsey GY1 3QL

21 August 2025

To Shareholders Dear Sir or Madam

Introduction

Since its IPO in 2013, the Company has delivered strong performance for Shareholders, through both NAV total return and income return to Shareholders via dividend payments.

The NAV total return of the Company from launch to close of business on 19 August 2025, being the latest practicable date prior to the publication of this Notice for these purposes, was 163.9 per cent., or 8.1 per cent. per annum, which compares favourably with the Company's target annual total return of 6 to 9 per cent. per annum.
The income return to Shareholders has been ahead of the Company's targets since launch. The IPO Prospectus stated a target annual dividend of at least 5p per Ordinary Share in respect of the period to 31 March 2014 and at least an annual dividend of 6p per Ordinary Share thereafter. This annual target dividend was raised to 7p per Ordinary Share in respect of and from the quarter ended 30 September 2022 and increased further to 8p per Ordinary Share in respect of and from the quarter ended 31 March 2023³ . The Company has met these targets by paying the following dividends:

	Dividend (pence per
Year ending	Ordinary Share)
31 March 20144	6.38
31 March 2015	6.65
31 March 2016	7.14
31 March 2017	6.99
31 March 2018	7.23
31 March 2019	6.45
31 March 2020	6.40
31 March 2021	6.41
31 March 2022	6.77
31 March 2023	9.46
31 March 2024	9.96
31 March 2025	11.07

³ This is a target only and not a profit forecast. There can be no assurance that these targets will continue to be met or that the Company will make any further distributions at all. This target return should not be taken as an indication of the Company's expected or actual current or future results. The Company's actual return will depend upon a number of factors, including the number of Ordinary Shares which the Company issues and the number of Ordinary Shares in respect of which Realisation Elections are made and the Company's total expense ratio. The Directors retain the discretion to increase or decrease the annual dividend target as they deem appropriate. The annual dividend target was raised to 7p per Ordinary Share on or around 20 September 2022 and to 8p per Ordinary Share on or around 24 February 2023.

⁴ Period ended 31 March 2014.

The Ordinary Shares have predominantly traded at a premium or at a small discount to NAV since launch (the Company's average premium since launch being 1.1 per cent.), reflecting net demand in the market from a broad range of existing and new investors. The average premium to NAV was 1.74 per cent. in the three months leading up to 19 August 2025.
Since its IPO in 2013, the Company has grown significantly in size from an initial market capitalisation of approximately £150 million, to a FTSE 250 company with a market capitalisation of approximately £860 million as at 19 August 2025. The Company's performance and prospects have been reflected in demand for new issuance in recent periods, with the Company having issued 21.2 million new Ordinary Shares in aggregate in the calendar year-to-date.

Market Context

2025 to date has represented another strong period for global risk assets, as central banks have continued on a rate-cutting cycle and demand proved resilient. The path, however, was not smooth, as escalating geopolitical tensions stirred investors, with market sentiment being driven by a number of events, including but not limited to, the war in Ukraine, tensions in the Middle East, import tariffs and a resulting possible China-US trade war. This has led to more volatility in credit and rates markets, and while ABS and CLOs have not been immune to this, they have outperformed most parts of the fixed income market, not least due to the floating rate nature of these asset classes. The Company believes that UK and European ABS and RMBS, as well as global CLOs, continue to offer attractive, risk-adjusted returns.

Fundamental performance has remained solid for the majority of transactions in the European ABS market, with lower rates, positive wage growth and increasing house prices offsetting the negative effects of higher living costs and weakening labour markets. Ratings and underlying asset performance were generally strong, remaining well within investor tolerance, with record-breaking issuance levels for ABS. While overall performance has remained stable, there is an increasing level of divergence between prime or bank lenders compared to non-prime borrowers, especially in auto and consumer loans. Although the non-prime market in Europe is relatively small, it is notable that non-prime borrowers have shown to be more sensitive to an economic slowdown. The Company has continued to focus on larger lenders with long track records, where the increase in arrears has remained well within base case expectations and where liquidity has generally been best.

The Company continues to favour European CLOs, where fundamental performance has been better than expected, with relatively low levels of corporate defaults and a high level of loan refinancings, which has helped push the maturity profile of the European leveraged loan market out to 2028-2032. The Company currently sees the best relative value in European CLOs and has the majority of its European exposure in BB and B rated bonds.

Following a period of relatively high interest rates, the Federal Reserve ("Fed"), Bank of England ("BoE") and European Central Bank ("ECB") have started cutting interest rates as inflation moved closer to their target levels. The ECB has cut the ECB Deposit rate from 4 per cent. to 2 per cent. which has positively increased the interest coverage ratio for European borrowers in the leverage loan market, the collateral for CLOs.

Key interest rates set by the BoE and the Fed are expected to remain elevated as both central banks are focussed on inflation levels which, due to the tariffs proposed or imposed by President Trump and any counter measures by other jurisdictions, are at risk of increasing. A higher bank base rate for a prolonged period of time should be beneficial for the Company due to the floating rate nature of its investments.

The Portfolio Manager expects the strong performance of transactions to continue in the medium term and sees the best value in Western European secured assets (RMBS, auto ABS and CLOs) and expects that the market will continue to grow at a similar pace to recent years as banks and other lenders continue to focus on the ABS market for both funding and capital related transactions.

The Portfolio Manager also expects spreads to remain relatively stable in the short to medium term. While volatility could stay elevated, because of heightened geopolitical tensions, the consistent high income provided by ABS and CLOs should remain a key driver of outperformance for the Company's target asset class compared to traditional fixed rate bonds. The current environment continues to warrant liquidity and flexibility, and should an escalating global trade war result in extended market volatility, the Company believes this could offer an attractive opportunity to use this liquidity to enhance the Company's income.

Outside the Company's current European focus, the US CLO market, the largest globally with over \$1 trillion in outstanding issuance, continues to offer attractive risk-adjusted returns, particularly in mezzanine tranches. The underlying loan collateral remains diversified across sectors and is supported by a resilient US economy and benign default environment. Recent spread widening, driven by technical dislocations rather than fundamental credit deterioration, provides an opportunity to access CLO securities with strong cash flow potential and structural protections.

Australian RMBS remain among the highest-quality mortgage-backed securities globally, benefiting from a strong legal framework, full recourse lending, and conservative underwriting standards. Despite broader global macro uncertainty, Australian household balance sheets remain robust, with low arrears and high levels of mortgage serviceability. Spread premiums in this sector remain elevated compared to historical norms, particularly for non-bank originations, creating an attractive entry point for long-term investors seeking income and credit stability.

The Company believes that both sectors provide complementary exposures that enhance portfolio diversification while offering potential for capital and income generation. Allocations to these asset classes will continue to be guided by the Portfolio Manager's disciplined credit selection process and focus on downside protection.

Accordingly, the Company and the Portfolio Manager see current market conditions as an excellent opportunity to continue to add value for Shareholders at attractive yields. Furthermore, as the market continues to develop and expand, opportunities may present themselves that would be outside of the current investment universe. It is expected that the Prospectus will contain details of proposed updates to the Company's investment policy.

Realisation Opportunity

The Board proposes that Shareholders will have the following options in respect of the 2025 Realisation Opportunity:

do nothing, and retain their current investment in the Company; or
realise their investment in the Company by making a Realisation Election, which will either see their Ordinary Shares (i) satisfied for cash at the Realisation Price, representing a 2 per cent. discount to the NAV per Ordinary Share as at the Pricing NAV Determination Date; or (ii) converted into a potentially smaller and more illiquid Realisation Share class.

If a Realisation Share class is created, the assets comprising the corresponding Realisation Pool will be managed in accordance with an orderly realisation programme with the aim of making progressive returns of cash to holders of Realisation Shares as soon as practicable. Conversely, the assets comprising the Continuation Pool (relating to the Continuing Ordinary Shares) will be managed in accordance with the Company's usual investment objective and investment policy. Any Realisation Shares that are created shall have more limited rights as compared to the Continuing Ordinary Shares, including that the annual dividend target (currently 8p per Ordinary Share) will not apply to Realisation Shares, they will not rank for any dividend declared or paid on the Ordinary Shares after their redesignation and the voting rights attaching to the Realisation Shares will be limited⁶ to matters concerning the Realisation Share class (other than matters requiring the approval of all Shareholders under the Listing Rules).

This Notice is intended to provide Shareholders with further information relating to the 2025 Realisation Opportunity.

Realisation Process

Realisation Elections are intended to be satisfied initially by matching Elected Shares with demand in the market for new Ordinary Shares under one or more equity fundraisings by the Company7 . It is expected that Deutsche Numis, the Company's broker, will facilitate matching Elected Shares with demand from new investors under such equity fundraisings, for a price not less than the Realisation Price. If any such matching of Elected Shares is effected above the Realisation Price, any excess shall be for the account of and the benefit of the Company and shall not be paid to Shareholders who have made a Realisation Election.

To the extent that Realisation Elections cannot be satisfied by using Elected Shares to meet demand from new investors, the relevant Elected Shares may instead be redeemed, repurchased or purchased out of the proceeds of a Realisation Issue or such other cash resources as may be available to the Company from time to time, or purchased under a tender offer or by a market maker.

Where any Realisation Elections cannot be satisfied through any of the means described above, and provided that the NAV attributable to the Continuing Ordinary Shares as at the close of business on the last Business Day before the 2025 Reorganisation Date (and where applicable the gross proceeds of any Realisation Issue) is not less than £100 million, the shortfall will be apportioned to Shareholders pro rata to the number of Elected Shares held by them in respect of which a Realisation Election has been made. Such Elected Shares in respect of which a Realisation Election has not been satisfied through any of the means described above will be converted into Realisation Shares.

In accordance with the Articles, if Elected Shares are converted into Realisation Shares, with effect from the 2025 Reorganisation Date the Portfolio will be split into two separate and distinct pools which will be accounted for as two separate sub-portfolios, namely: (i) the Continuation Pool (comprising the assets and liabilities attributable to the Continuing Ordinary Shares); and (ii) the Realisation Pool (comprising the assets and liabilities attributable to the Realisation Shares). The assets comprising the Continuation Pool will be managed in accordance with the Company's investment objective and investment policy, while the assets comprising the Realisation Pool will be managed in accordance with an orderly realisation programme aiming to make progressive returns of cash to the holders of Realisation Shares. The precise mechanism for any return of cash to holders of Realisation Shares will depend upon the relevant factors prevailing at the time and will be at the discretion of the Board, but may include a combination of capital distributions, share repurchases and redemptions. The Realisation Pool will bear the incremental costs associated with

⁵ The decision to undertake any such equity fundraisings in connection with the 2025 Realisation Opportunity is at the Company's

discretion, in consultation with Deutsche Numis. ⁶ Realisation Shareholders may only vote on resolutions proposed at a general meeting of the Company if the Realisation Shares

are listed on the Official List of the FCA. ⁷ The decision to undertake any such equity fundraisings is at the Company's discretion, in consultation with Deutsche Numis.

converting the Elected Shares into Realisation Shares and the admission to trading of the Realisation Shares on the London Stock Exchange.

If one or more Realisation Elections are duly made and the NAV attributable to the Continuing Ordinary Shares as at the close of business on the last Business Day before the 2025 Reorganisation Date (and where applicable the gross proceeds of any Realisation Issue) is less than £100 million, the Realisation will not take place, no Ordinary Shares will be redesignated as Realisation Shares and the Portfolio will not be split into the Continuation Pool and the Realisation Pool. In this scenario, with effect from the 2025 Reorganisation Date, unless the Directors have previously been released from this obligation by an Extraordinary Resolution, the investment objective and investment policy of the Company will be to realise the Company's assets on a timely basis with the aim of making progressive returns of cash to Shareholders as soon as practicable. The Portfolio Manager will seek to realise the Company's assets as efficiently and at as much value as is possible.

In the event that the Company enters a managed wind-down (in accordance with the preceding paragraph) or if any Elected Shares are converted into Realisation Shares, the valuation procedures of the Company or class of Realisation Shares (as applicable) will be adjusted from a "going concern" basis to a liquidation basis by providing for the costs of disposing of the relevant assets and closure costs for the Company or the class.

Further information relating to the 2025 Realisation Opportunity is given in Part II of this Notice.

Risk Factors

Shareholders should consider fully the risk factors associated with making Realisation Elections set out in Section D of Part II of this Notice. Before making any investment decision, Shareholders are recommended to seek advice from an authorised independent financial adviser.

Illustrative financial effects of 2025 Realisation Opportunity

For illustrative purposes only:

Had the Pricing NAV Determination Date been the close of business on the Latest Practicable Date, the illustrative realisation price would be 108.08 pence per Ordinary Share (since the Net Asset Value per Ordinary Share as at the Latest Practicable Date was 110.29 pence per Ordinary Share).
The quoted bid price of an Ordinary Share as at 19 August 2025 was 111.6 pence (being the price for which Shareholders could sell their Ordinary Shares on the stock market).

The figures above are illustrative only and do not represent forecasts. The Net Asset Value per Ordinary Share and quoted bid price of an Ordinary Share may each change materially between the date of this Notice and the actual Pricing NAV Determination Date (close of business on 21 October 2025) as a result of, inter alia, changes in the value of the Company's investments and market conditions. Therefore, Shareholders should re-evaluate these figures when considering whether to make a Realisation Election. The Net Asset Value per Ordinary Share and quoted bid price of an Ordinary Share may also each change materially between the date on which a Shareholder makes a Realisation Election and the Pricing NAV Determination Date and Shareholders should note that once submitted, Realisation Elections cannot be changed.

Action to be taken (if any) under the 2025 Realisation Opportunity

Shareholders who wish to maintain their Shareholding in the Company (and as such do not wish to participate in the 2025 Realisation Opportunity) are not required to take any action.

ONLY IF Shareholders wish to make a Realisation Election are Shareholders asked to complete and return the Form of Election in accordance with the instructions printed thereon, or deliver it by hand (during office hours only) to the address printed thereon, or submit a TTE Instruction through CREST, so as to be received as soon as possible and in any event by no later than 1:00 p.m. on Friday 17 October 2025.

The Directors and the Portfolio Manager do not intend to make a Realisation Election to realise their Ordinary Shares, or Ordinary Shares managed on behalf of other entities, and will not participate in the 2025 Realisation Opportunity.

Yours faithfully

Bronwyn Curtis OBE Chair

PART II

FURTHER DETAILS OF THE 2025 REALISATION OPPORTUNITY SECTION A: EXPECTED TIMETABLE OF EVENTS

2025 Realisation Opportunity
Record Date	6:00 p.m. on 29 August 2025
Election Submission Deadline, being the latest time and date for receipt of the Forms of Election and TTE Instructions in CREST from Shareholders	1:00 p.m. on 17 October 2025
2025 AGM	9:00 a.m. on 17 October 2025
Number of Elected Shares announced	7:00 a.m. on 21 October 2025
Pricing NAV Determination Date	21 October 2025
Realisation Price announced	23 October 2025
2025 Reorganisation Date	24 October 2025
Number of Realisation Shares (if any) announced	24 October 2025
Admission of any Ordinary Shares that are redesignated as Realisation Shares pursuant to the Realisation to the Official List and dealings in the Realisation Shares on the London Stock Exchange's Main Market commence	28 October 2025
Election Settlement Date: payments through CREST made and CREST accounts settled	week commencing 27 October 2025
Balancing share certificates despatched and cheques despatched	week commencing 3 November 2025

Notes:

References to times above and in this Notice generally are to London time unless otherwise specified.
All times and dates in the expected timetable and in this Notice may be adjusted by the Company. Any changes to the timetable will be notified via an RIS.

SECTION B: TERMS AND CONDITIONS OF THE 2025 REALISATION OPPORTUNITY

1. 2025 Realisation Opportunity

1.1 In order to implement the 2025 Realisation Opportunity, the Company has issued Forms of Election to all Qualifying Shareholders to enable such Qualifying Shareholders to elect to realise all or part of their investment in the Company, by making a Realisation Election.
1.2 Shareholders whose names appear on the Register at the close of business on the Record Date (29 August 2025) may make a Realisation Election in order to apply for all or part of their Ordinary Shares to be realised. As a result it is expected that all or part of their Ordinary Shares will be either:
- (a) used by Deutsche Numis to satisfy demand in the market from investors who have subscribed for new Ordinary Shares under one or more equity fundraisings by the Company, for a price at or above the Realisation Price and (to the extent to which Elected Shares are not so used by Deutsche Numis to satisfy demand), subject to and in accordance with the Companies (Guernsey) Law, 2008, as amended, redeemed, repurchased or purchased by the Company out of the proceeds of a Realisation Issue or such other cash resources as may be available to the Company from time to time or purchased under a tender offer or by a market maker at the Realisation Price (and in these Terms and Conditions each such use, redemption, repurchase and purchase being a "purchase" for the purposes of these Terms and Conditions and references to Ordinary Shares being purchased (whether by the Company or such other person or persons as the Company or Deutsche Numis may direct) shall be construed accordingly); or
- (b) to the extent that Realisation Elections cannot be satisfied through one or more of the purchase mechanisms described above, and provided that the NAV attributable to the Continuing Ordinary Shares as at the close of business on the last Business Day before the 2025 Reorganisation Date (and where applicable the gross proceeds of any Realisation Issue) is not less than £100 million, the shortfall will be apportioned to Shareholders pro rata to the number of Elected Shares held by them in respect of which a Realisation Election is made. Such Elected Shares in respect of which a Realisation Election has not been satisfied through one or more of the purchase mechanisms described above will be converted into Realisation Shares with effect from the 2025 Reorganisation Date. The Portfolio will then be split into two separate and distinct pools which will be accounted for as two separate sub-portfolios, namely: (i) the Continuation Pool (comprising the assets and liabilities attributable to the Continuing Ordinary Shares); and (ii) the Realisation Pool (comprising the assets and liabilities attributable to the Realisation Shares). The assets comprising the Continuation Pool will be managed in accordance with the Company's investment objective and investment policy, while the assets comprising the Realisation Pool will be managed in accordance with an orderly realisation programme aiming to make progressive returns of cash to the holders of Realisation Shares.
1.3 Where the Realisation Elections are satisfied through one or more of the purchase mechanisms described in paragraph 1.2(a) above, Shareholders who made a Realisation Election will receive payment in cash as soon as practicable after the 2025 Reorganisation Date in respect of the Elected Shares at the Realisation Price calculated at the Pricing NAV Determination Date. Calculations of the Realisation Price by the Directors will be conclusive and binding on all Shareholders.
1.4 The Realisation Pool will bear the incremental costs associated with converting the Elected Shares into Realisation Shares and the admission to trading of the Realisation Shares on the London Stock Exchange.
1.5 The Company will finance the consideration for Elected Shares that are purchased by the Company from available cash or cash equivalent resources of the Company, including, without limitation, the proceeds of a Realisation Issue.
1.6 The 2025 Realisation Opportunity is conditional on the NAV (as determined in accordance with the Accounting Policies) of the Continuing Ordinary Shares as at the close of business on the last Business Day before the 2025 Reorganisation Date (and where applicable the gross

proceeds of any Realisation Issue) being equal to or more than £100 million in aggregate. In the event the NAV (as determined in accordance with the Accounting Policies) attributable to the Continuing Ordinary Shares as at the close of business on the last Business Day before the 2025 Reorganisation Date (and where applicable the gross proceeds of any Realisation Issue) is less than £100 million, the 2025 Realisation Opportunity will not take place and, unless the Directors have previously been released from this obligation by an Extraordinary Resolution of the Company, the investment objective and investment policy of the Company will be to realise the Company's assets on a timely basis with the aim of making progressive returns of cash to Shareholders as soon as practicable.

1.7 The consideration for each Elected Share purchased by the Company or any other person or persons as the Company or Deutsche Numis may direct pursuant to one or more of the purchase mechanisms described in paragraph 1.2(a) above will be paid in accordance with the settlement procedures set out in paragraph 3.3 of this Section B of Part II of this Notice.
1.8 On the 2025 Realisation Opportunity becoming unconditional and unless the 2025 Realisation Opportunity has been terminated in accordance with the provisions of paragraph 6 in this Section B of Part II of this Notice, the Company will implement the 2025 Realisation Opportunity in accordance with the terms and conditions set out in this Section B of Part II of this Notice (the "Realisation Terms and Conditions").
1.9 Changes of a technical or administrative nature to the Realisation Terms and Conditions may be made at the Directors' discretion and will be published on the Company's website. Shareholders participating in the 2025 Realisation Opportunity will be deemed to have accepted such changes, if any.

2. Procedure for making Realisation Elections

2.1 Shares held in certificated form (that is, not in CREST)

2.1.1 Completion of Forms of Election

If Ordinary Shares are held in certificated form, separate Forms of Election should be completed for Ordinary Shares held under different designations. Additional Forms of Election will be available from the Receiving Agent, whose details are set out in paragraph 2.1.2 in this Section B of Part II of this Notice.

2.1.2 Return of Forms of Election

The completed and signed Form of Election should be sent either by post using the pre-paid envelope or delivering by hand (during normal business hours) to the Receiving Agent, so as to arrive by no later than 1:00 p.m. on the Election Submission Deadline. No Forms of Election received after 1:00 p.m. on the Election Submission Deadline will be accepted (unless the Directors determine otherwise, which they may do at their absolute discretion). No acknowledgement of receipt of documents will be given. Any Form of Election received in an envelope postmarked from a Restricted Territory or otherwise appearing to the Company or its agents to have been sent from any Restricted Territory may be rejected as an invalid election. Further provisions relating to Restricted Shareholders are contained in paragraph 8 of this Section B of Part II of this Notice.

The completed and signed Form of Election should be accompanied by the relevant share certificate(s) and/or other document(s) of title. If share certificate(s) and/or other document(s) of title are not readily available (for example, if they are with a stockbroker, bank or other agent), the Form of Election should nevertheless be completed, signed and returned as described above so as to be received by the Receiving Agent by no later than 1:00 p.m. on the Election Submission Deadline together with any share certificate(s) and/or other document(s) of title the Shareholder may have available, accompanied by a letter stating that the (remaining) share certificate(s) and/or other document(s) of title will be forwarded as soon as possible thereafter and, in any event, by no later than 1:00 p.m. on the Election Submission Deadline.

The Receiving Agent, acting as each Shareholder's agent, will effect such procedures as are required to transfer the Shareholder's Shares to the Company (or to such other person or persons as the Company or Deutsche Numis may direct pursuant to one or more of the purchase mechanisms described in paragraph 1.2(a) above) under the 2025 Realisation Opportunity. If share certificate(s) and/or other document(s) of title have been lost, the Shareholder should either call the Receiving Agent on 0370 707 4040 from within the UK or +44 (0) 370 707 4040 if calling from outside the UK. Alternatively, the Shareholder should write to the Receiving Agent at Computershare Investor Services PLC, Corporate Actions Projects, The Pavilions, Bridgwater Road, Bristol BS99 6AH for a letter of indemnity in respect of the lost share certificate(s) and/or any other document(s) of title which, when completed in accordance with the instructions given, should be returned to the Receiving Agent at Computershare Investor Services PLC, Corporate Actions Projects, The Pavilions, Bridgwater Road, Bristol BS99 6AH so as to be received by no later than 1:00 p.m. on the Election Submission Deadline.

2.2 Shares held in uncertificated form (that is, in CREST)

2.2.1 Completion of TTE Instruction

If the Elected Shares are held in uncertificated form, each Shareholder should take (or procure to be taken) the action set out below to transfer (by means of a TTE Instruction) the number of Ordinary Shares in respect of which such Shareholder wishes to make a Realisation Election to an escrow balance, specifying the Receiving Agent under its participant ID (referred to below) as the escrow agent, as soon as possible and, in any event, so that the transfer to escrow settles by no later than 1:00 p.m. on the Election Submission Deadline.

Shareholders who are CREST sponsored members should refer to their CREST sponsor before taking any action. The CREST sponsor will be able to send the TTE Instruction to Euroclear in relation to the Ordinary Shares in respect of which the Shareholder wishes to make a Realisation Election.

Shareholders should send (or, if a Shareholder is a CREST sponsored member, procure that their CREST sponsor sends) a TTE Instruction to Euroclear, which must be properly authenticated in accordance with Euroclear's specification and which must contain, in addition to the other information that is required for the TTE Instruction to settle in CREST, the following details:

(i) the ISIN number for the Ordinary Shares, which is GG00B90J5Z95;
(ii) the number of Ordinary Shares to be transferred to an escrow balance;
(iii) the Shareholder's member account ID;
(iv) the Shareholder's participant ID;
(v) the Receiving Agent's participant ID as the escrow agent, being 3RA26;
(vi) the Receiving Agent's member account ID as the escrow agent, being TWENTY01;
(vii) the Corporate Action Number for the 2025 Realisation Opportunity this is allocated by Euroclear and can be found by viewing the relevant corporate action details in CREST;
(viii) the intended settlement date for the transfer to escrow. This should be as soon as possible and in any event by no later than 1:00 p.m. on the Election Submission Deadline; and
(ix) input with standard delivery instruction priority of 80.

After settlement of the TTE Instruction, Shareholders will not be able to access the Ordinary Shares concerned in CREST for any transaction or for charging purposes, notwithstanding that they will be held by the Receiving Agent as agent of the Shareholder until completion or termination or lapse of the 2025 Realisation Opportunity. If the 2025 Realisation Opportunity becomes unconditional, the Receiving Agent will transfer the Ordinary Shares which are accepted for purchase by the Company to itself as the receiving agent for onward sale to the Company (or to such other person or persons as the Company or Deutsche Numis may direct pursuant to one or more of the purchase mechanisms described in paragraph 1.2(a) above).

Shareholders are recommended to refer to the CREST Manual published by Euroclear for further information on the CREST procedures outlined above.

Shareholders should note that Euroclear does not make available special procedures, in CREST, for any particular corporate action. Normal system timings and limitations will therefore apply in connection with a TTE Instruction and its settlement. Shareholders should therefore ensure that they (or their CREST sponsor) take all necessary action to enable a TTE Instruction relating to their Ordinary Shares to settle prior to 1:00 p.m. on the Election Submission Deadline. In connection with this, Shareholders are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

2.2.2 Deposits of Ordinary Shares into, and withdrawals of Ordinary Shares from, CREST

Normal CREST procedures (including timings) apply in relation to any Ordinary Shares that are, or are to be, converted from uncertificated to certificated form, or from certificated to uncertificated form, during the course of the 2025 Realisation Opportunity (whether such conversion arises as a result of a transfer of Ordinary Shares or otherwise). Shareholders who are proposing to convert any such Ordinary Shares are recommended to ensure that the conversion procedures are implemented in sufficient time to enable the person holding or acquiring the Ordinary Shares as a result of the conversion to take all necessary steps in connection with such person's participation in the 2025 Realisation Opportunity (in particular, as regards delivery of share certificate(s) and/or other document(s) of title or transfers to an escrow balance as described above) prior to 1:00 p.m. on the Election Submission Deadline.

2.3 Validity of Forms of Election and TTE Instructions

2.3.1 Notwithstanding the powers in paragraph 7.3 in this Section B of Part II of this Notice, the Company reserves the right to treat as valid only Forms of Election and TTE Instructions which are received entirely in order by 1:00 p.m. on the Election Submission Deadline, which are accompanied (in the case of Ordinary Shares held in certificated form) by the relevant share certificate(s) and/or other document(s) of title or a satisfactory indemnity in lieu thereof.
2.3.2 Notwithstanding the completion of a valid Form of Election or TTE Instruction, the 2025 Realisation Opportunity may terminate in accordance with these Realisation Terms and Conditions.
2.3.3 The decision of the Company as to which Realisation Elections have been validly made shall be conclusive and binding on Shareholders who participate in the 2025 Realisation Opportunity.
2.3.4 Shareholders should contact the Receiving Agent if they are in any doubt as to how to complete the Form of Election or submit a TTE Instruction or as to the procedures for making Realisation Elections. Shareholders who are CREST sponsored members should contact their CREST sponsor before taking any action.

3. Announcement of the Realisation Price and Settlement

3.1 Unless terminated in accordance with the provisions set out in paragraph 6 of this Section B of Part II of this Notice, the 2025 Realisation Opportunity will close for Shareholders at 1:00 p.m. on the Election Submission Deadline. On or as soon as is reasonably practicable following 1:00 p.m. on the Election Submission Deadline an RIS announcement will be released informing Shareholders of the aggregate number of Ordinary Shares in respect of which Realisation Elections have been made.
3.2 As soon as practicable following the Pricing NAV Determination Date the Company will make a public announcement of the NAV per Ordinary Share and the Realisation Price. The Company will also make a public announcement of the number of Realisation Shares (if any) on or around the 2025 Reorganisation Date.
3.3 Delivery of cash to Shareholders for the Ordinary Shares to be purchased pursuant to the 2025 Realisation Opportunity will be made by the Receiving Agent. The Receiving Agent will act as agent for Electing Shareholders for the purpose of receiving the cash and transmitting such cash to the holders of Elected Shares. Under no circumstances will interest be paid on the cash to be paid by the Company or the Receiving Agent regardless of any delay in making such payment.
3.4 If any Elected Shares are not purchased because of an invalid election, the termination of the 2025 Realisation Opportunity or otherwise, relevant share certificate(s) and/or other

document(s) of title, if any, will be returned or sent as promptly as practicable, without expense to, but at the risk of, the relevant Shareholder, or in the case of Ordinary Shares held in uncertificated form (that is, in CREST), the Receiving Agent will provide instructions to Euroclear to transfer all Shares held in escrow balances by TTE Instruction to the original available balances to which those Shares relate.

3.5 For the 2025 Realisation Opportunity, settlement of the consideration to which any Shareholder is entitled pursuant to valid Realisation Elections accepted by the Company is expected to be made at the Election Settlement Date as follows:

3.5.1 Shares held in certificated form (that is, not in CREST)

Where an accepted Realisation Election relates to Ordinary Shares held in certificated form, cheques for the consideration due will be despatched by the Receiving Agent by first class post to the person or agent whose name and address is set out in Box 1 (or, if relevant, Box 4) of the Form of Election or, if none is set out, to the registered address of the Shareholder making the Realisation Election in Box 1 of the Form of Election or, in the case of joint holders, the address of the Shareholder first named in the Register. All cash payments will be made in the currency to which the Elected Shares correspond by cheque drawn on a branch of a UK clearing bank.

3.5.2 Shares held in uncertificated form (that is, in CREST)

Where an accepted Realisation Election relates to Ordinary Shares held in uncertificated form, the consideration due will be paid by means of CREST by the Company procuring the creation of a CREST payment in favour of the Electing Shareholder's payment bank in accordance with the CREST payment arrangements.

3.5.3 Timing of settlement

The payment of any consideration to Shareholders in respect of Elected Shares will be made only after the relevant TTE Instruction has settled or (as the case may be) timely receipt by the Receiving Agent of share certificate(s) and/or other requisite document(s) of title evidencing such Ordinary Shares and any other documents required for the 2025 Realisation Opportunity.

If only part of an Electing Shareholder's Elected Shares are purchased pursuant to the 2025 Realisation Opportunity, then provided that the NAV attributable to the Continuing Ordinary Shares as at the close of business on the last Business Day before the 2025 Reorganisation Date (and where applicable the gross proceeds of any Realisation Issue) is not less than £100 million, the shortfall will be apportioned to Shareholders pro rata to the number of Elected Shares held by them in respect of which a Realisation Election is made. Such Elected Shares which are not purchased pursuant to one or more of the purchase mechanisms described in paragraph 1.2(a) above, will be converted into Realisation Shares. In such circumstances where the Elected Shares are in:

(a) certificated form, a certificate for new Realisation Shares will be sent within two months of the 2025 Reorganisation Date to each holder without charge, with a new certificate for any balance of Ordinary Shares comprised in the surrendered certificate⁸ ; and
(b) uncertificated form (that is, in CREST) the new Realisation Shares will be transferred by the Receiving Agent.

For the avoidance of doubt existing certificates for Ordinary Shares that have converted into Realisation Shares will cease to be valid.

4. Form of Election and TTE Instruction

4.1 Each Shareholder by whom, or on whose behalf, a Form of Election and/or TTE Instruction (as applicable) is executed or input, irrevocably undertakes, represents, warrants and agrees to and with the Company (so as to bind himself, herself or itself, and his, her or its respective personal representatives, heirs, successors and assigns) that:

⁸ Balancing share certificates are expected to be sent during the week commencing 3 November 2025.

(a) the execution of the Form of Election or the input of a TTE Instruction shall constitute an offer to sell to the Company (and/or to such other person or persons as the Company or Deutsche Numis may direct pursuant to one or more of the purchase mechanisms described in paragraph 1.2(a) above) by such Shareholder, the number of Ordinary Shares inserted in Box 2 of the Form of Election or submitted in the TTE Instruction (as applicable), on and subject to the Realisation Terms and Conditions and, once a Form of Election and/or TTE Instruction is submitted, such offer shall be irrevocable;
(b) such Shareholder has full power and authority to tender, sell, assign or transfer the Ordinary Shares in respect of which such offer is accepted (together with all rights attaching thereto) and, when the same are purchased by the Company (or such other person or persons as the Company or Deutsche Numis may direct), the Company (or the relevant purchaser) will acquire such Ordinary Shares with full title guarantee and free from all liens, charges, encumbrances, equitable interests, rights of pre-emption or other third party rights of any nature and together with all rights attaching thereto on or after the Election Settlement Date, including the right to receive all dividends and other distributions declared, paid or made after that date;
(c) the execution of the Form of Election or the input of a TTE Instruction will, subject to the 2025 Realisation Opportunity becoming unconditional, constitute the irrevocable appointment of any Director or officer of the Company as such Shareholder's attorney and/or agent, and an irrevocable instruction to the attorney to complete and execute all or any instruments of transfer and/or other documents at the attorney's discretion in relation to the Ordinary Shares referred to in paragraph 4.1(a) above in favour of the Company or such other person or persons as the Company or Deutsche Numis may direct and to deliver such instrument(s) of transfer and/or other documents at the discretion of the attorney, together with the share certificate(s) and/or other document(s) of title relating to such Ordinary Shares, for registration within six months of the 2025 Realisation Opportunity becoming unconditional and to do all such other acts and things as may in the opinion of such attorney be necessary or expedient for the purpose of, or in connection with, the 2025 Realisation Opportunity and to vest such Ordinary Shares in the Company or its nominee(s) or such other person(s) as the Company or Deutsche Numis may direct;
(d) such Shareholder will ratify and confirm each and every act or thing which may be done or effected by the Company or any of its Directors or any person nominated by the Company in the proper exercise of its or their powers and/or authorities hereunder;
(e) if such Shareholder holds Ordinary Shares in certificated form, he, she or it will deliver to the Receiving Agent his, her or its share certificate(s) and/or other document(s) of title in respect of the Ordinary Shares referred to in paragraph 4.1(a) above, or an indemnity acceptable to the Receiving Agent in lieu thereof, or will procure the delivery of such certificate(s) and/or other document(s) to such person as soon as possible thereafter and, in any event, by no later than 1:00 p.m. on the Election Submission Deadline;
(f) such Shareholder shall do all such acts and things as shall be necessary or expedient and execute any additional documents deemed by the Company to be desirable, in each case to complete the purchase of the Elected Shares and/or to perfect any of the authorities expressed to be given hereunder;
(g) such Shareholder, if an Overseas Shareholder, has fully observed any applicable legal requirements and that the invitation under the 2025 Realisation Opportunity may be made to and accepted by him, her or it under the laws of the relevant jurisdiction;
(h) such Shareholder has not received or sent copies or originals of this Notice or the Form of Election or any related documents to a Restricted Territory and has not otherwise utilised in connection with the 2025 Realisation Opportunity, directly or indirectly, the mails or any means or instrumentality (including, without limitation, facsimile transmission, internet, telex and telephone) of interstate or foreign commerce, or of any facility of a national securities exchange, of any Restricted Territory, that the Form of Election has not been mailed or otherwise sent in, into or from any Restricted Territory and that such Shareholder is not accepting a Realisation Election from any Restricted Territory;
(i) such Shareholder is not, has not been, and is not engaged in any transaction, activity or conduct that would result in him, her or it being: (i) in breach of Sanctions; or (ii) a Sanctions Restricted Person;
(j) in the case of Ordinary Shares held in certificated form, the provisions of the Form of Election shall be deemed to be incorporated into the Realisation Terms and Conditions;
(k) in the case of Ordinary Shares held in certificated form, the despatch of cheques in respect of the Realisation Price to such Shareholder at their registered address or such other relevant address as may be specified in the Form of Election will constitute a complete discharge by the Company of its obligations to make such payments to such Shareholder;
(l) in the case of Ordinary Shares held in uncertificated form (that is, in CREST), the creation of a CREST payment in favour of such Shareholder's payment bank in accordance with the CREST payment arrangements as referred to in paragraph 3 of this Section B of Part II of this Notice will, to the extent of the obligations so created, discharge fully any obligation of the Company to pay to such Shareholder the cash consideration to which they are entitled in the 2025 Realisation Opportunity;
(m) on execution, the Form of Election takes effect as a deed; and
(n) the execution of the Form of Election or the input of a TTE Instruction constitutes such Shareholder's submission to the jurisdiction of the courts of England and Wales in relation to all matters arising out of or in connection with the 2025 Realisation Opportunity.
4.2 A reference in this paragraph 4 to a Shareholder includes a reference to the person or persons executing the Form of Election or submitting a TTE Instruction and in the event of more than one person executing an Form of Election or submitting a TTE Instruction, the provisions of this paragraph 4 will apply to them jointly and to each of them.

5. Additional Provisions

5.1 When the 2025 Realisation Opportunity takes place, Shareholders (other than Restricted Shareholders) will be entitled, subject to the Realisation Terms and Conditions, to have valid Forms of Election accepted by the Company.
5.2 If in the Receiving Agent's determination (in its absolute discretion) Box 1 of any Form of Election has not been validly completed, provided that the Form of Election is otherwise in order and accompanied by all other relevant documents, the relevant Shareholders may be deemed to have made Realisation Elections in respect of all Ordinary Shares held by them.
5.3 Ordinary Shares sold by Shareholders pursuant to the 2025 Realisation Opportunity will be acquired with full title guarantee and free from all liens, charges, encumbrances, equitable interests, rights of pre-emption or other third party rights of any nature and together with all rights attaching thereto on or after the Election Settlement Date, including the right to receive all dividends and other distributions declared, paid or made after that date.
5.4 Shareholders who make or procure the making of Realisation Elections will thereby be deemed to have agreed that, in consideration of the Company agreeing to process their Realisation Elections, such Shareholders will not revoke their Realisation Elections or withdraw their Shares. Shareholders should note that once Realisation Elections have been made, Ordinary Shares may not be sold, transferred, charged or otherwise disposed of.
5.5 Any omission to despatch the Form of Election or any notice required to be despatched under the terms of the 2025 Realisation Opportunity to, or any failure to receive the same by, any person entitled to participate in the 2025 Realisation Opportunity shall not invalidate the 2025 Realisation Opportunity in any way or create any implication that the 2025 Realisation Opportunity has not been provided to any such person.
5.6 No acknowledgement of receipt of any Form of Election, TTE Instruction, share certificate(s) and/or other document(s) of title will be given. All communications, notices, certificates, documents of title and remittances to be delivered by or sent to or from Shareholders (or their designated agents) will be delivered by or sent to or from such Shareholders at their own risk.
5.7 All powers of attorney and authorities on the terms conferred by or referred to in this Notice or in the Form of Election are given by way of security for the performance of the obligations of the Shareholders concerned and are irrevocable in accordance with section 4 of the Powers of Attorney Act 1971.
5.8 Subject to paragraphs 7 and 8 of this Section B of Part II of this Notice, all Realisation Elections in relation to certificated Shareholders must be made on the prescribed Form of Election, fully completed in accordance with the instructions set out thereon which constitute part of the Realisation Terms and Conditions and, for uncertificated holders, a TTE Instruction must be submitted in accordance with the instructions provided in paragraph 2.2 of this Section B of Part II of this Notice. A Form of Election or TTE Instruction will only be valid when the procedures contained in the Realisation Terms and Conditions and in the Form of Election or TTE Instruction are complied with. The 2025 Realisation Opportunity and any noncontractual obligations arising out of or in connection with the 2025 Realisation Opportunity will be governed by and construed in accordance with the laws of England and Wales.
5.9 If the 2025 Realisation Opportunity is terminated in accordance with the Realisation Terms and Conditions, all documents lodged pursuant to the 2025 Realisation Opportunity will be returned promptly by post, within 14 Business Days of the 2025 Realisation Opportunity terminating, to the person or agent whose name and address is set out in Box 1 (or, if relevant, Box 4) of the Form of Election or, if none is set out, to the registered address of the Shareholder making the Realisation Election shown in Box 1 of the Form of Election or, in the case of joint holders, the address of the Shareholder first named in the Register. In the case of Elected Shares held in uncertificated form, the Receiving Agent in its capacity as the escrow agent will, within 14 Business Days of the 2025 Realisation Opportunity terminating, give instructions to Euroclear to transfer all Elected Shares held in escrow balances and in relation to which it is the escrow agent for the purposes of the 2025 Realisation Opportunity by TTE Instruction to the original available balances from which those Elected Shares came. In any of these circumstances, Forms of Election and TTE Instructions will cease to have any effect.
5.10 In the case of Elected Shares held in certificated form, the instructions, terms, provisions and authorities contained in or deemed to be incorporated in the Form of Election shall constitute part of the Realisation Terms and Conditions. The definitions set out in this Notice apply to the Realisation Terms and Conditions.
5.11 Subject to paragraphs 7 and 8 of this Section B of Part II of this Notice, the 2025 Realisation Opportunity is open to those Shareholders whose name appeared on the register on the Record Date. The 2025 Realisation Opportunity will close on 1:00 p.m. on the Election Submission Deadline. Subject to paragraphs 2.1.2 and 7.3 of this Section B of Part II of this Notice, no Form of Election, share certificate(s) and/or other document(s) of title or indemnity or TTE Instruction received after 1:00 p.m. on the Election Submission Deadline will be accepted.
5.12 Copies of this Notice and Forms of Election may be obtained on request from the Receiving Agent at the address set out in the Form of Election and on the Company's website.

6. Termination of the 2025 Realisation Opportunity

6.1 The 2025 Realisation Opportunity will terminate if:
- (a) at any time prior to effecting the purchase of successfully Elected Shares, the Company suspends the calculation of its NAV for any reason; and/or
- (b) the NAV attributable to the Continuing Ordinary Shares as at the close of business on the last Business Day before the 2025 Reorganisation Date (and where applicable the gross proceeds of any Realisation Issue) is less than £100 million.
6.2 If the 2025 Realisation Opportunity terminates in accordance with this paragraph 6, the Company shall by an RIS announcement withdraw the 2025 Realisation Opportunity and, in such event, the 2025 Realisation Opportunity shall cease and determine absolutely.

7. Miscellaneous

7.1 All times and dates in the expected timetable set out in Section A of this Part II of this Notice may be adjusted by the Company. Any change to the expected timetable, terms, or any extension or termination of the 2025 Realisation Opportunity will be followed as promptly as practicable by an RIS announcement thereof, to be issued by no later than 3:00 p.m. on the Business Day following the date of such change. In such cases, the definitions, times and dates mentioned in relation to the 2025 Realisation Opportunity herein shall be deemed to be adjusted accordingly. References to the making of an announcement by the Company include the release of an announcement on behalf of the Company by the Administrator to the press and the delivery of, or telephone or facsimile or other electronic transmission of, such announcement to an RIS of the London Stock Exchange.

7.2 Elected Shares purchased by the Company pursuant to the 2025 Realisation Opportunity will, following the completion of such purchase by the Company, be placed into treasury by the Company (or immediately cancelled).
7.3 The Company reserves the absolute right to inspect (either itself or through its agents) all Forms of Election and TTE Instructions and may consider void and reject any Realisation Election that does not in the Company's sole judgement (acting reasonably) meet the requirements of the 2025 Realisation Opportunity. The Company also reserves the absolute right to waive any defect or irregularity in the procedure relating to the satisfaction of Realisation Elections through the purchase of Elected Shares through one or more of the purchase mechanisms described in paragraph 1.2(a) above, including any Form of Election (in whole or in part) which is not entirely in order, the related share certificate(s) and/or other document(s) of title or an indemnity acceptable to the Company in lieu thereof. However, in that event, the consideration for such Elected Shares held in certificated form will only be despatched when the Form of Election is entirely in order and the relevant share certificate(s) and/or other document(s) of title or indemnities satisfactory to the Company has/have been received. The Company, the Receiving Agent or any other person will not be under any duty to give notification of any defects or irregularities in Realisation Elections or incur any liability for failure to give any such notification.
7.4 The provisions of the Contracts (Rights of Third Parties) Act 1999 do not apply to the 2025 Realisation Opportunity.

8. Restricted Shareholders and Overseas Shareholders

8.1 The provisions of this paragraph 8 and any other terms of the 2025 Realisation Opportunity relating to Restricted Shareholders and Overseas Shareholders may be waived, varied or modified as regards specific Shareholders or on a general basis by the Company but only if the Company is satisfied that such a waiver, variance or modification will not constitute or give rise to a breach of applicable securities or other laws.
8.2 Overseas Shareholders should inform themselves about and observe any applicable legal requirements. It is the responsibility of any such Overseas Shareholder wishing to make a Realisation Election to satisfy himself, herself or itself as to the full observance of the laws of the relevant jurisdiction in connection herewith, the compliance with other necessary formalities and the payment of any transfer or other taxes or other requisite payments due in such jurisdiction. Any such Overseas Shareholders will be responsible for the payment of any such transfer or other taxes or other requisite payments due by whomsoever payable and the Company and any person acting on its behalf shall be fully indemnified and held harmless by such Overseas Shareholder for any such transfer or other taxes or other requisite payments such person may be required to pay. No steps have been taken to qualify the 2025 Realisation Opportunity or to authorise the extending of the 2025 Realisation Opportunity or the distribution of Forms of Election in any territory outside the United Kingdom.
8.3 The 2025 Realisation Opportunity will not be made to Restricted Shareholders. Restricted Shareholders will be excluded from the 2025 Realisation Opportunity in order to avoid breaching applicable local laws relating to the implementation of the 2025 Realisation Opportunity. Accordingly, copies of this Notice, Forms of Election and any related documents will not be and must not be mailed or otherwise distributed into a Restricted Territory, including to any Shareholder with a registered address in any Restricted Territory, or to persons who the Company knows to be custodians, nominees or trustees holding Ordinary Shares for persons in Restricted Territories. Persons receiving such documents (including, without limitation, custodians, nominees and trustees) should not distribute or send them in or into a Restricted Territory or use such mails or any such means, instrumentality or facility in connection with the

2025 Realisation Opportunity, as doing so will render invalid any Realisation Election. Persons wishing to make a Realisation Election should not use such mails or any such means, instrumentality or facility for any purpose directly or indirectly relating to the making of a Realisation Election. Envelopes containing Forms of Election should not be postmarked from a Restricted Territory or otherwise despatched to a Restricted Territory and Electing Shareholders must not provide Restricted Territory addresses for the remittance of cash or return of Forms of Election.

8.4 A Shareholder will be deemed not to have made a valid Realisation Election if:
- (a) such Shareholder is unable to make the representations and warranties set out in paragraphs 4.1(g) (if relevant) and 4.1(h) in this Section B of Part II of this Notice;
- (b) the information inserted in Box 1 (or, if relevant, Box 4) of the Form of Election is the name and address of a person or agent in a Restricted Territory to whom they wish the consideration to which such Shareholder is entitled in the 2025 Realisation Opportunity to be sent; or
- (c) the Form of Election received from them is in an envelope postmarked in, or which otherwise appears to the Company or its agents to have been sent from, a Restricted Territory. The Company reserves the right, in its absolute discretion, to investigate, in relation to any acceptance, whether the representations and warranties referred to in paragraphs 4.1(g) (if relevant) and 4.1(h) in this Section B of Part II of this Notice given by any Shareholder are correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representations and warranties are not correct, such acceptance shall not be valid.
8.5 If, in connection with the 2025 Realisation Opportunity, notwithstanding the restrictions described above, any person (including, without limitation, custodians, depositaries, nominees and trustees), whether pursuant to a contractual or legal obligation or otherwise, forwards this Notice, the Form of Election or any related documents in or into a Restricted Territory or uses the mails of, or any means or instrumentality (including, without limitation, facsimile transmission, telex, internet and telephone) of interstate or foreign commerce of, or any facility of a national securities exchange in, a Restricted Territory in connection with such forwarding, such person should:
- (a) inform the recipient of such fact;
- (b) explain to the recipient that such action may invalidate any purported acceptance by the recipient; and
- (c) draw the attention of the recipient to this paragraph 8.
8.6 If you are in any doubt about your position, you should consult your professional adviser in the relevant territory.
8.7 The provisions of this paragraph 8 supersede any of the Realisation Terms and Conditions inconsistent herewith.

9. Modifications

The Realisation Terms and Conditions shall have effect subject to such non-material modifications or additions as the Company may from time to time approve in writing. The Election Submission Deadline referred to in this Notice in respect of the 2025 Realisation Opportunity may be amended by the Company. Details of any such changes will appear on the Company's website.

SECTION C: TAXATION

The following statements are based on current United Kingdom tax legislation and what is understood to be the current published practice of HMRC, each of which is subject to change possibly with retrospective effect.

The statements are intended only as a general guide and are not intended to be comprehensive; they do not constitute tax advice. They summarise only certain limited aspects of the United Kingdom taxation treatment in respect of the 2025 Realisation Opportunity and may not apply to certain Shareholders, such as dealers in securities, insurance companies, collective investment schemes or Shareholders who have (or are deemed to have) acquired their Shares by virtue of an office or employment or as part of hedging or conversion transactions, all or any of whom may be subject to special rules. Unless expressly stated otherwise they apply only to Shareholders resident in the United Kingdom at all relevant times, who hold Shares as an investment (rather than as securities to be realised in the course of a trade) and who are the absolute beneficial owners of those Shares. Any statements made in respect of tax rates for individual UK Shareholders assume that the Shareholder is a UK resident individual who is neither a Scottish taxpayer nor a Welsh taxpayer. Different tax rates may apply to UK resident individuals who are Scottish taxpayers or Welsh taxpayers.

All Shareholders, and in particular those who are in any doubt about their tax position, or who are resident or otherwise subject to taxation in a jurisdiction outside the United Kingdom, should consult their own professional advisers on the potential tax consequences of the 2025 Realisation Opportunity under the laws of their country and/or state of citizenship, domicile or residence.

Consequences for Electing Shareholders where Elected Shares are redeemed

On the basis that the Ordinary Shares have reporting fund status for the purposes of the UK offshore funds tax regime, where cash is returned to Ordinary Shareholders on the redemption of their Ordinary Shares pursuant to Realisation Elections this will constitute a disposal of Ordinary Shares for capital gains tax purposes by each Ordinary Shareholder who is an individual and any other Ordinary Shareholder not within the charge to UK corporation tax ("Non-Corporate Shareholders"). It may, depending on his/her particular circumstances (including the availability of exemptions, reliefs and allowable losses), give rise to a charge to capital gains tax.

Similarly, the redemptions will constitute disposals for corporation tax paying Ordinary Shareholders. For such Shareholders, assuming that the Company constitutes a bond fund (an offshore fund with assets (excluding cash awaiting investment) which consist of debt instruments (or similar) as to more than 60 per cent. by market value), the redemption will be treated as a repayment of a creditor relationship pursuant to the rules relating to the taxation of corporate debt contained in the Corporation Tax Act 2009 (the "Corporate Debt Regime"). The Company falls within the definition of an offshore fund for UK tax purposes⁹ and, provided that it invests in accordance with its investment policy, it will be a 'bond fund'.

Consequences for Electing Shareholders where Elected Shares are used to satisfy investor demand in the market by Deutsche Numis

On the basis that the Ordinary Shares have reporting fund status for the purposes of the UK offshore funds tax regime, where cash is returned to Ordinary Shareholders if their Ordinary Shares are used to satisfy investor demand in the market by Deutsche Numis pursuant to Realisation Elections this will also constitute a disposal for capital gains tax purposes by each Ordinary Shareholder who is a Non-Corporate Shareholder. It may, depending on his/her particular circumstances (including the availability of exemptions, reliefs and allowable losses), give rise to a charge to capital gains tax. Similarly, sales in the market will constitute disposals for corporation tax paying Ordinary Shareholders and the Corporate Debt Regime will apply to them, as set out above.

⁹ See Section 355 Taxation (International and Other Provisions) Act 2008.

Consequences for Electing Shareholders where Elected Shares are redesignated as Realisation Shares

For holders of any Ordinary Shares which are redesignated as Realisation Shares there should be no disposal for capital gains tax purposes. However, even if a disposal were to be treated as taking place, it is expected that the redesignation of Ordinary Shares as Realisation Shares would come within the reorganisation rules for capital gains tax purposes. Consequently, the new holding of Realisation Shares would be treated for capital gains tax purposes as the same asset, acquired at the same time and for the same cost, as the original holding of Ordinary Shares, so that the redesignation of Ordinary Shares as Realisation Shares would be 'deemed' not to give rise to a disposal for tax purposes, and therefore would not give rise to any capital gains tax consequences. In order for reorganisation treatment to apply, Shareholders must exchange their Ordinary Shares for Realisation Shares of "substantially the same value" and the property of the Company and the rights of Shareholders to share in the capital and income of that property must be the same immediately before and immediately after the conversion.

The class of Realisation Shares will also constitute an offshore fund for the purposes of the offshore funds tax regime. If a class of Realisation Shares is created, the Company intends to apply to HM Revenue & Customs to obtain reporting fund status for them, and to maintain their reporting fund status. The Realisation Shares are also expected to constitute a 'bond fund' (assuming that the Realisation Pool consists of debt instruments (or similar) as to more than 60 per cent. by market value).

On this basis, each Non-Corporate Realisation Shareholder will therefore be liable to UK income tax on amounts distributed to him/her by the Company out of profits forming part of, or derived from, the Realisation Pool and, if they remain a Realisation Shareholder at the end of the relevant reporting period (reporting periods will generally be the same as the Company's accounting periods), will also be subject to tax on the amount by which the reported income attributable to his/ her Realisation Shares for the relevant reporting period exceeds the amount distributed in respect of those Shares in that period (the "excess reported income amount"). On the basis that the Realisation Shares will constitute a 'bond fund', distributions on the Realisation Shares and any excess reported income amount will be treated as payments of interest to Non-Corporate Shareholders and, accordingly, will be subject to UK income tax at the appropriate marginal rate for such Shareholder (whether 0 per cent., 20 per cent., 40 per cent. or 45 per cent.). Each UK resident individual who is a basic rate taxpayer is entitled to a Personal Saving Allowance which exempts the first £1,000 of savings income (including distributions deemed to be "interest distributions" from a 'bond fund'). The exempt amount is reduced to £500 for higher rate taxpayers and additional rate taxpayers do not receive an allowance.

Provided that reporting fund status in respect of the Realisation Shares is obtained and maintained, a sale by a Non-Corporate Realisation Shareholder of his/her Realisation Shares in the market will be a disposal for capital gains tax purposes and may, depending on the Realisation Shareholder's individual circumstances (including the availability of exemptions, reliefs and allowable losses), give rise to a liability to capital gains tax. Such gains will be taxable at the applicable capital gains tax rate (currently 18 per cent. for basic rate taxpayers (to the extent that chargeable gains do not exceed the unused part of the basic rate band) and 24 per cent. for those whose total income and chargeable gains are above the higher rate threshold). Individuals will generally be eligible for the annual exemption (£3,000 for tax year 2025/2026).

If the class of Realisation Shares were not to, or were to cease to, have reporting fund status, a UK resident Non-Corporate Shareholder disposing of Realisation Shares would be taxed on any resulting gain as income rather than as capital gain, except (in the case of cessation as a reporting fund) to the extent they make a 'deemed disposal' election in their tax return for the period in which the class of Realisation Shares ceases to be a reporting fund. A UK resident Shareholder who makes a 'deemed disposal' election would be deemed, for UK tax purposes, to dispose of their Realisation Shares in the Company for net asset value at the end of such period, and charged to tax on a capital basis accordingly, with subsequent disposals of Realisation Shares charged on an income basis by reference only to the gain arising above such net asset value.

For Realisation Shareholders within the charge to UK corporation tax, their Realisation Shares will, on the basis that they constitute a 'bond fund', be treated as creditor relationships for the purposes of the Corporate Debt Regime. Accordingly, these Shareholders must bring all their profits and losses arising from fluctuations in the fair value of their holding (including the value of distributions received), calculated at the end of each their accounting periods and at the date of disposal of their interest, into their profit and loss account for tax purposes.

Consequences of returning the proceeds of the Realisation Pool

Where cash is returned to the holders of Realisation Shares by way of redemption of all or part of their holdings of Realisation Shares, there will be a disposal of all or part of their holding in the Company for the purposes of capital gains tax or the Corporate Debt Regime, as appropriate, provided, for Non-Corporate Shareholders, that reporting fund status in respect of the Realisation Shares has been held by the Company throughout the period during which they hold their Realisation Shares.

Transactions in Securities

The attention of Shareholders is drawn to anti-avoidance legislation in Chapter 1, Part 13 of the Income Tax Act 2007 and Part 15 of the Corporation Tax Act 2010 that could apply if Shareholders are seeking to obtain tax advantages in prescribed conditions.

Stamp duty and Stamp Duty Reserve Tax ("SDRT")

No UK stamp duty or SDRT will arise on the issue of Realisation Shares. No UK stamp duty will be payable on a transfer of Ordinary Shares or Realisation Shares, provided that all instruments effecting or evidencing the transfer are not executed in the United Kingdom and no matters or things done relating to the transfer are performed in the United Kingdom. Provided that neither the Ordinary Shares nor the Realisation Shares are registered in any register kept in the United Kingdom by or on behalf of the Company, nor paired with shares issued by a company incorporated in the United Kingdom, any agreement to transfer the Ordinary Shares or Realisation Shares will not be subject to UK SDRT.

SECTION D: RISK FACTORS

The Directors consider that the following material factors should be taken into account by Shareholders when assessing whether to make a Realisation Election:

1. Realisation opportunity in the event that a material number of Realisation Elections are made, such that Realisation Shares are created, the Portfolio Manager may be required to shorten its realisation horizon for certain investments. In these circumstances, this may be to the detriment of Shareholders (both the holders of Continuing Ordinary Shares and Shareholders that make Realisation Elections) in terms of the cash value achieved relative to the then carrying value or activated realisation value of such assets.
1. Realisation Shares in the event that Ordinary Shares are converted into Realisation Shares, it is expected that they will be less liquid than the Continuing Ordinary Shares and they may also trade at a price relative to NAV that is inferior to the Continuing Ordinary Shares. The annual dividend target for the Ordinary Shares will not apply to the Realisation Shares. While the Company intends to distribute an amount at least equal to the value of the Company's net income attributable to the Realisation Pool arising each quarter to the holders of Realisation Shares, any such dividends paid may not be comparable to those paid on the Ordinary Shares historically or in the future.
1. Realisation Pool in the event that Ordinary Shares are converted into Realisation Shares and a Realisation Pool is created, the ability of the Company to realise assets to enable realisations and/or returns of cash to the holders of Realisation Shares will depend not only on the ability of the Portfolio Manager to realise the Portfolio but also upon the availability of share capital, share premium, retained earnings or any other reserve forming part of the Realisation Pool (including as such are affected by prevailing market conditions, for example on the proceeds of any sales made by the Portfolio Manager), all of which can be used to fund capital distributions, and/or share redemptions and/or share repurchases under the Articles. In addition, the Portfolio Manager may not be able to realise assets forming part of the Realisation Pool at their carrying value. Due to these and/or other, unforeseen factors (including as such arise due to any deterioration in market conditions), there may be significant delay in returning cash to Realisation Shareholders out of the assets comprising the Realisation Pool and none of the Company or any of its advisors make any representations as to the speed or frequency with which the Company will make returns to Realisation Shareholders.
1. Conflicts the only buyer of assets held within the Realisation Pool, which are attributable to the holders of Realisation Shares, may be the Portfolio Manager on behalf of the holders of Continuing Ordinary Shares, which will result in a conflict of interest for the Portfolio Manager, as Portfolio Manager of both the Continuation Pool and the Realisation Pool. As such, assets held within the Realisation Pool may only be transferred into the Continuation Pool with the prior consent of the Board and such trades will only be executed in compliance with the Portfolio Manager's existing conflict management policy and where the trade is deemed to be in the interests of Shareholders as a whole.
1. Leverage the Company's Investment Policy permits the Company to borrow up to 25 per cent. of the Company's Net Asset Value at the time of drawdown. Whilst the use of borrowings may amplify gains made by the Company by enhancing the Net Asset Value of the Shares where the value of the Company's underlying assets is rising, it will have the opposite effect where the underlying asset value is falling. This may increase the volatility of the Net Asset Value per Ordinary Share. In the event that Ordinary Shares are elected for realisation, the exposure of the Continuing Ordinary Shares to borrowings already incurred will increase.
1. Realisation of the Company as a whole in the event that the Net Asset Value (as determined in accordance with the Accounting Policies) attributable to the Continuing Ordinary Shares as at the close of business on the 2025 Reorganisation Date is less than £100 million, the 2025 Realisation Opportunity will not take place and, unless the Directors are released from this obligation by an Extraordinary Resolution, the investment objective and investment policy of the Company will be to realise the Company's assets on a timely basis with the aim of making progressive returns of cash to Shareholders as soon as practicable. Since the Company may need to shorten its realisation horizon for certain investments in these circumstances, this may be to the detriment of Shareholders in terms of the cash value

achieved relative to the then carrying value or activated realisation value of such assets. Moreover, prevailing market conditions or other, unforeseen factors may significantly delay this realisation process (for example if the Company is unable to generate adequate proceeds from sales) and none of the Company or any of its advisors make any representations as to the speed at which any such realisation of the Company as a whole may be effected.

1. Conversion of Ordinary Shares into Realisation Shares in the event that Ordinary Shares are converted into Realisation Shares, this may concentrate control of the Ordinary Shares, if the result of elections for Realisation Shares is that there are fewer Ordinary Shares in issue and those Ordinary Shares are held by fewer Shareholders who therefore hold a larger relative proportion of the Ordinary Shares. In these circumstances, conversion may reduce liquidity in the Ordinary Shares.
1. Shareholders' percentage voting rights in the Company may increase as a result of Elected Shares being redeemed and/or repurchased by the Company and as a result there is a risk that a Shareholder may acquire 30 per cent. of the voting rights in the Company and then be obliged under the Takeover Code to make a general offer to all the remaining Shareholders to acquire their Shares – A Shareholder could be required to make a general offer to all remaining Shareholders to acquire their Shares under Rule 9 of the Takeover Code, which states that any person who acquires shares which, taken together with shares already held by him or shares held or acquired by persons acting in concert with him, carry 30 per cent. or more of the voting rights in a company which is subject to the Takeover Code, is normally required to make a general offer to all the remaining shareholders to acquire their shares. Similarly, when any person or persons acting in concert already hold more than 30 per cent. but not more than 50 per cent. of the voting rights of such company, a general offer will normally be required if any further shares increasing that person's percentage of voting rights are acquired.

Under Rule 37 of the Takeover Code, when a company purchases its own voting shares, a resulting increase in the percentage of voting rights carried by the shareholdings of any person or group of persons acting in concert will be treated as an acquisition for the purposes of Rule 9 of the Takeover Code. Accordingly, when the Company redeems and/or repurchases into treasury (or repurchases and immediately cancels) Elected Shares pursuant to the 2025 Realisation Opportunity, any resulting increase in the percentage of the voting rights in the Company held by a Shareholder (or Shareholders acting in concert) will be treated as an acquisition in accordance with Rule 37 of the Takeover Code and, if such percentage reaches 30 per cent. of the voting rights in the Company, or if a Shareholder (or Shareholders acting in concert) already hold(s) 30 per cent. of the voting rights in the Company and such percentage Shareholding increases further, the relevant Shareholder or Shareholders would be required under Rule 9 to make a general offer to all remaining Shareholders to acquire their Ordinary Shares.

1. Shareholders in certain jurisdictions may not be eligible to participate in the 2025 Realisation Opportunity and to receive the cash proceeds thereof – the securities laws of certain jurisdictions may restrict the Company's ability to allow Shareholders to participate in the 2025 Realisation Opportunity. There can be no assurance that the Company will be able to conduct the 2025 Realisation Opportunity in a manner that would enable participation therein, or receipt of the cash proceeds thereof, by Shareholders in such jurisdictions. Shareholders who have a registered address in or who are resident or located in (as applicable) a jurisdiction other than the United Kingdom should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to participate in the 2025 Realisation Opportunity.
1. Taxation the comments in this Notice regarding taxation are for the information of Shareholders only and are based on current tax law. The taxation position of a Shareholder will depend on that Shareholder's individual circumstances. Tax law is subject to change and any change in taxation legislation or practice could affect the post-tax returns to Shareholders.

PART III

GENERAL INFORMATION

1. Incorporation and Administration

The Company was incorporated in Guernsey on 11 January 2013 with registered number 56128 as a non-cellular company limited by shares under the Law. The Company is registered as a registered closed-ended collective investment scheme under the POI Law and the Registered Collective Investment Scheme Rules and Guidance, 2021 made thereunder.

As a registered closed-ended collective investment scheme, the Company is registered with the GFSC. The Company is not regulated by the FCA but is subject to the Listing Rules applicable to closed-ended collective investment funds. As a registered closed-ended collective investment scheme under the POI Law, the Company is required to provide certain information to the GFSC on an ongoing basis (including copies of the Company's audited annual report and accounts) as well as complying with certain notification requirements to the GFSC pursuant to the Registered Collective Investment Scheme Rules and Guidance, 2021 and the Prospectus Rules and Guidance, 2025 (as the same may be amended from time to time).

The address of the registered office and principal place of business of the Company is PO Box 255, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL, with telephone number +44 (0)1481 745001.

2. Major Shareholders

As at 19 August 2025, being the latest practicable date prior to the publication of this Notice for the purposes of the following figures, the Company has been informed of the following notifiable interests in the Company's voting rights.

	Number of	Percentage
	Issued Ordinary	of issued Ordinary

Name of Shareholder	Shares	Shares10
Rathbone Nominees Limited	87,192,552	11.34
State Street Nominees Limited	51,035,436	6.64

3. Share Capital

The Company has 769,036,661 Ordinary Shares in issue as at 19 August 2025, being the latest practicable date prior to the publication of this Notice for these purposes. There are no Realisation Shares currently in issue.

As at 19 August 2025, the Company had no shares held in treasury.

4. Consent

Deutsche Numis has given and has not withdrawn its written consent to the issue of this Notice with reference to its name in the form and context in which such references appear.

5. Documents Available for Inspection

Copies of the following documents will be available for inspection at the registered office of the Company during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) up to and including the 2025 Reorganisation Date:

(a) the memorandum and Articles; and
(b) the audited statutory accounts of the Company for the three financial years ended 31 March 2025, 31 March 2024 and 31 March 2023 and the unaudited interim financial statements for the six-month periods ending 30 September 2024 and 30 September 2023.

¹⁰ The Company had no shares held in treasury as at 19 August 2025, the latest practicable date prior to this Notice for these purposes.

AI Terminal

TwentyFour Income Fund Ltd.

6285_rns_2025-08-21_1015ab75-13ec-42bb-9689-eaf449564286.pdf

TWENTYFOUR INCOME FUND LIMITED

Notice to Shareholders

IMPORTANT NOTICES

SUMMARY

Background

The Directors and the Portfolio Manager do not intend to make a Realisation Election to realise their Ordinary Shares, or Ordinary Shares managed on behalf of other entities, and will not participate in the 2025 Realisation Opportunity.

Action to be taken (if any) under the 2025 Realisation Opportunity

Illustrative Example

Illustration of the 2025 Realisation Opportunity

DEFINITIONS

PART I

LETTER FROM THE CHAIR OF THE COMPANY

TWENTYFOUR INCOME FUND LIMITED

Introduction

Market Context

Realisation Opportunity

Realisation Process

Risk Factors

Illustrative financial effects of 2025 Realisation Opportunity

Action to be taken (if any) under the 2025 Realisation Opportunity

PART II

FURTHER DETAILS OF THE 2025 REALISATION OPPORTUNITY SECTION A: EXPECTED TIMETABLE OF EVENTS

SECTION B: TERMS AND CONDITIONS OF THE 2025 REALISATION OPPORTUNITY

1. 2025 Realisation Opportunity

2. Procedure for making Realisation Elections

2.1 Shares held in certificated form (that is, not in CREST)

2.1.1 Completion of Forms of Election

2.1.2 Return of Forms of Election

2.2 Shares held in uncertificated form (that is, in CREST)

2.2.1 Completion of TTE Instruction

2.2.2 Deposits of Ordinary Shares into, and withdrawals of Ordinary Shares from, CREST

2.3 Validity of Forms of Election and TTE Instructions

3. Announcement of the Realisation Price and Settlement

3.5.1 Shares held in certificated form (that is, not in CREST)

3.5.2 Shares held in uncertificated form (that is, in CREST)

3.5.3 Timing of settlement

4. Form of Election and TTE Instruction

5. Additional Provisions

6. Termination of the 2025 Realisation Opportunity

7. Miscellaneous

8. Restricted Shareholders and Overseas Shareholders

9. Modifications

SECTION C: TAXATION

Consequences for Electing Shareholders where Elected Shares are redeemed

Consequences for Electing Shareholders where Elected Shares are used to satisfy investor demand in the market by Deutsche Numis

Consequences for Electing Shareholders where Elected Shares are redesignated as Realisation Shares

Consequences of returning the proceeds of the Realisation Pool

Transactions in Securities

Stamp duty and Stamp Duty Reserve Tax ("SDRT")

SECTION D: RISK FACTORS

PART III

GENERAL INFORMATION

1. Incorporation and Administration

2. Major Shareholders

3. Share Capital

4. Consent

5. Documents Available for Inspection

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