AURORA INV TST PLC — Proxy Solicitation & Information Statement 2015

Nov 17, 2015

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, please seek advice immediately from your stockbroker, bank manager, solicitor, accountant or other appropriately qualified independent financial adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or transferred all your Shares in Aurora Investment Trust plc (the "Company"), you should pass this document, together with the accompanying Form of Proxy, to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

AURORA INVESTMENT TRUST PLC

(Incorporated in England and Wales with registered number 03300814)

(An investment company within the meaning of section 833 of the Companies Act 2006)

Recommended proposals in relation to the appointment of Phoenix Asset Management Partners Limited as the Company's investment manager, changes to the Company's investment policy and the renewal of the Board's authority to issue further shares

Notice of a General Meeting of the Company to be held at 145 St John Street, London EC1V 4RU at 11.30 a.m. on Friday, 11 December 2015 is set out at the end of this document. The Proposals described in this document are conditional upon Shareholder approval of the Resolutions at the General Meeting. Shareholders are requested to complete and return their Form of Proxy.

To be valid, the accompanying Form of Proxy for use at the General Meeting should be completed and returned in accordance with the instructions printed thereon to the Company's Registrars, Capita Registrars Limited at Capita Asset Services, PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4TU or delivered by hand during office hours only to the same address as soon as possible and in any event so as to arrive no later than 11.30 a.m. on 9 December 2015.

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EXPECTED TIMETABLE

2015

Latest time and date for receipt of Form of Proxy
11.30 a.m. on 9 December

General Meeting
11.30 a.m. on 11 December

ACTION TO BE TAKEN

You should read the whole of this document which contains the terms of the proposed change of the Company's investment manager and the Company's investment policy when deciding what action to take.

To vote at the General Meeting, Shareholders are requested to complete and return the enclosed Form of Proxy. To be valid, the accompanying Form of Proxy for use at the General Meeting should be completed and returned in accordance with the instructions printed thereon to the Company's Registrar, Capita Registrars Limited at Capita Asset Services, PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4TU or delivered by hand during office hours only to the same address as soon as possible and in any event so as to arrive no later than 11.30 a.m. on 9 December 2015.

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LETTER FROM THE CHAIRMAN

AURORA INVESTMENT TRUST PLC

(Incorporated in England and Wales with registered number 03300814)

(An investment company within the meaning of section 833 of the Companies Act 2006)

Directors:
Lord Flight (Chairman)
The Honourable James Nelson
RM Martin
MJ Barstow FCA

Registered Office:
145 St John Street
London
EC1V 4RU

17 November 2015

Dear Shareholder,

CHANGE OF INVESTMENT MANAGER AND INVESTMENT POLICY

Introduction and background

In the Company's annual report and accounts for the year ended 28 February 2015 the Board stated that it was conducting a review of possible new arrangements for the future of the Company.

Following this review, on 24 September 2015, the Board announced that the Company's existing manager would be acquired by Phoenix Asset Management Partners Limited and it is proposed that Phoenix will be appointed as the Company's investment manager. It is also proposed that the Company's investment policy and strategy will be amended to reflect the investment style of Phoenix. In addition, the Company also announced a proposed tender offer for all Shareholders and thereafter its intention to grow the Company over time through the issue of shares.

This document sets out details of the changes to the Company's investment management arrangements and convenes a General Meeting of the Company to be held on 11 December 2015 to approve the new investment policy and renew the Board's authority to issue further Shares.

Information on Phoenix Asset Management

Phoenix Asset Management was set up in 1998 by Gary Channon and now has approximately £570 million of assets under management. The core investment team of Phoenix has been together for over 14 years.

Phoenix have developed a distinctive investment approach that has consistently delivered excellent long term results. The key elements of the investment approach are as follows.

• Phoenix identifies a particular type of business and management team using a highly detailed due diligence system that has been developed by the investment team, called DREAM.
• Once a suitable business has been identified Phoenix waits and only invests at a price that offers minimal chance of permanent capital loss and a strong chance of excellent long term returns.
• The investment team operates detailed monitoring programmes on all holdings. These programmes include mystery shopping and talking to competitors, suppliers, employees and other stakeholders.
• Phoenix weights the portfolio to reflect the risk, opportunity and transparency of an investment.
• Phoenix uses the findings of behavioural psychology to improve the judgement and decision making process.
• The investment team have an ongoing commitment to continuous improvement that uses past mistakes to improve future results.

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This investment approach results in a low turnover, concentrated portfolio which although volatile in the short term has in the past delivered outstanding long term returns.

In the years since it was founded in 1998, Phoenix has experienced only three negative return years, 1999, 2002 and 2008, whereas the FTSE All-Share Index, which is the most appropriate benchmark, has had seven negative years over the same period. The annualised return achieved by Phoenix since it was founded is 10.1 per cent. (after fees) against a benchmark return (including dividends) of 4.4 per cent. Cumulatively this resulted in a return from May 1998 to September 2015 of 435.1 per cent. (after fees) versus a total return for the benchmark of 110.6 per cent.

Revised investment objective and policy

Existing investment policy

The Company's current objective is to achieve capital growth for its Shareholders. The Company currently invests in a diversified portfolio, the majority of which is made up of investments in securities listed on the London Stock Exchange with some exposure to fixed interest and equity related securities. The Company's current portfolio comprises a mix of large, mid and smaller capitalised stocks.

Proposed new investment policy

Subject to Shareholders approving Resolution 1 to be proposed at the General Meeting, the Company's new investment policy will be as follows.

The Company's objective is to provide shareholders with long term returns through capital and income growth by investing in a concentrated portfolio of UK listed equities.

The Company seeks to achieve its investment objective by investing in a portfolio of UK listed equities. The portfolio will be relatively concentrated and the exact number of individual holdings will vary over time but typically the portfolio will consist of 15 to 20 holdings.

The Company may also use derivatives and similar instruments for the purpose of capital preservation.

There are no pre-defined maximum or minimum exposure levels for each individual holding or sector but these exposures are reported to, and monitored by, the Board in order to ensure that adequate diversification is achieved.

The Company's policy is not to invest more than 15 per cent. of its gross assets in any one investment.

While there is a comparable index for the purposes of measuring performance over material periods, no attention is paid to the composition of this index when constructing the portfolio and the composition of the portfolio is likely to vary substantially from that of the index.

The Company may from time to time invest in other UK listed investment companies, but the Company will not invest more than 10 per cent. in aggregate of the total assets of the Company in other listed closed-ended investment funds other than closed-ended investment funds which themselves have published investment policies to invest no more than 15 per cent. of their total assets in other listed closed-ended funds. The Company will not invest in any other fund managed by the Company's investment manager.

The Company does not currently intend to use gearing. However, if the Board did decide to utilise gearing the aggregate borrowings of the Company would be restricted to 30 per cent. of the aggregate of the paid up nominal capital plus the capital and revenue reserves.

Any material change to the investment policy of the Company will only be made with the approval of Shareholders.

Portfolio realignment

If the new investment policy and objective are approved then Phoenix will be appointed as the Company's investment manager shortly thereafter. Following approval of the new investment policy, it is intended that the investment portfolio will be realigned in line with the investment style of Phoenix. The Company's benchmark will change to the FTSE All-Share Total Return. In the event that the resolution to approve the new investment policy is not passed the Board will consult with Shareholders regarding the future of the Company.

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When considering the changes to the investment policy, Shareholders should be aware that past performance of the Company or any investment manager is not necessarily indicative of likely future performance and there can be no guarantee that the Company's proposed new investment objective will be achieved. The price and/or Net Asset Value of the Shares and the dividend payable on the Shares may go down as well as up.

Dividend policy

In the light of the proposed new investment policy, there will be no fixed dividend policy. However, the Board will distribute substantially all of the net revenue arising from the investment portfolio. Accordingly, the Company is expected to continue to pay an annual final dividend, but this could be lower than the level of recent dividends and may vary each year.

Phoenix Asset Management investment team

The investment team at Phoenix comprises the following individuals.

Gary Channon Founder and CIO

Gary founded Phoenix in 1998 and has been the fund manager since launch. He has 28 years financial markets experience in fixed income and equities with spells at Nikko, Goldman Sachs and Nomura prior to Phoenix.

Gary started investing when he was 12, but his epiphany came in 1995 when he discovered Warren Buffett's investment philosophy.

Charlotte Maby MD and Senior Research Analyst

Charlotte joined Phoenix in 2000 and is Deputy Portfolio Manager as well as a senior research analyst. Prior to joining Phoenix, Charlotte was an accountant with Ernst & Young. She specialises in the fast moving consumer goods industries as well as grocery retail, banking and engineering. She holds a Masters in Mechanical Engineering from the University of Birmingham and a Manufacturer and Management degree from the University of Illinois. During her studies she also spent two years working in industry at Alvis Aerospace and Proctor & Gamble.

Tristan Chapple Senior Research Analyst

Tristan joined Phoenix in 2001 after completing a BA (Honours) War Studies degree at King's College, London. Since 2010 he has co-ordinated research activity specialising in housebuilding, builders merchants, retail, insurance and business services.

James Wilson Research Analyst

James joined Phoenix in May 2013 after spending three years as an equity analyst with Aviva Investors in a pan European role (including the UK) covering the telecommunication, media and technology, construction and tobacco sectors. He has passed all three levels of the CFA program and holds a M.Eng (hons.) degree in Civil Engineering from the University of Durham.

Diana Tan Junior Research Analyst

Diana joined Phoenix in November 2014 as a junior research analyst after six years business experience as an actuary. She started out as a graduate at Legal & General, assisting in the development of savings and investment products. She moved on to be a consultant at KPMG and subsequently a contractor at both Lloyds Banking Group and Phoenix where her repertoire expanded to include pricing, valuation, reserving, capital optimisation and management of with-profit funds. Diana holds a degree in Mathematics (BSc) from Imperial College London and Actuarial Science (MSc) from Cass Business School.

Benefits of the Proposals

The Board believes that by adopting the successful investment style adopted by Phoenix since its establishment in 1998 the Company will be a more attractive investment opportunity for many new investors. This will allow the Company to grow over time through the issue of new Shares at a premium to NAV.

The Board further believes that the long term view adopted by Phoenix will better prepare the Company to deal with fluctuations in the financial markets. By focusing on a smaller portfolio of assets the Board believes that the Company will be better placed to provide Shareholders with long term returns.

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Proposed changes to the investment management and depositary arrangements

Alternative Investment Fund Manager

Subject to the approval of the new investment policy at the General Meeting, the appointment of Phoenix as the Company's Alternative Investment Fund Manager ("AIFM") will become effective upon termination of the Company's existing investment management arrangements with Mars Asset Management Limited ("Mars") and the appointment of a depositary as noted below.

Under the terms of the proposed new AIFM Agreement Phoenix will not earn an ongoing annual management fee but will be paid an annual performance fee. The performance fee will be equal to one third of the outperformance of the Company's net asset value total return (including dividends and adjusted for the impact of share buy backs and the issue of Shares) over the FTSE All-Share Total Return for each financial year. The Company's net asset value return will be based on the weighted number, and NAV, of Shares in issue over the relevant period.

The total annual performance fee will be capped at 4 per cent. per annum of the Net Asset Value of the Company at the end of the relevant financial year, in the event that the NAV per Share has increased in absolute terms over the period, and 2 per cent., in the event that the NAV per Share has decreased in absolute terms over the period. Any outperformance that exceeds these caps will be carried forward and only paid if the Company outperforms, and the annual cap is not exceeded, in subsequent years.

The performance fee will be subject to a high water mark so that no performance fee will be payable in any year until all underperformance of the Company's Net Asset Value since the last performance fee was payable has been made up. The performance fee will also be subject to a clawback if over a rolling three year period the Company underperforms.

The performance fee will be paid to Phoenix in Shares (issued at the NAV per Share on the date of issue) and such Shares must be retained by Phoenix for a minimum period of three years from the date of issue. It is intended that the performance fee will be charged to the capital reserves of the Company.

The terms of the new AIFM Agreement will be based substantially on the terms of the previous management agreement between the Company and Mars including in relation to the termination provisions.

Mars have agreed to waive their entitlement to a notice period under the existing investment management agreement.

Phoenix has agreed to meet the Company's costs in preparing this document, convening the General Meeting and drafting and negotiating the AIFM Agreement and Depositary Agreement. The Company will bear the costs of realigning the investment portfolio.

Depositary

On the appointment of Phoenix as AIFM, the Company will be required to appoint a Depositary pursuant to the AIFM Directive.

Under the terms of a Depositary Agreement, the Depositary will perform safekeeping, cashflow monitoring and oversight services in accordance with the AIFM Directive. The Depositary will be responsible for monitoring the conduct of Phoenix in each annual accounting period.

The Company is currently in negotiations with a potential Depositary. It is expected that such appointment will become effective, and accordingly Phoenix can be appointed as AIFM, around 1 January 2016. It is expected that the Depositary will be appointed on terms which are in line with current market terms.

Discount management and proposed tender offer

Proposed tender offer

The Board has announced that, as part of the Proposals, it intends to offer Shareholders a cash exit following the appointment of Phoenix as investment manager of the Company and realignment of the investment portfolio. Any cash exit by means of a Tender Offer would be at a price equal to a two per cent. discount to the diluted, cum income NAV per Share less the direct costs and expenses of effecting the Tender Offer, which is expected to result in a Tender Offer Price of approximately a 3.5 per cent. discount to the NAV per Share. Since the date of the announcement on 24 September 2015, the Shares are currently trading at an average discount of approximately 1.62 per cent. to the NAV per Share.

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The Board will continue to monitor the price of the Shares and the level of discount (or premium) to the NAV per Share at which they trade. The Board only intends to propose the Tender Offer if it gives Shareholders the opportunity to exit the Company at a price materially better than can be achieved through the market in normal market conditions.

If a Tender Offer is proposed, all Shareholders will be entitled to participate. The Tender Offer will be limited to 50 per cent. of the Company's issued share capital. If applications under the Tender Offer exceed 50 per cent. of the Company's issued share capital the Board will consider whether to continue with the Tender Offer and will consult Shareholders on the future of the Company.

The implementation of the Tender Offer remains subject to the discretion of the Board. The Tender Offer would also be subject to Shareholder approval. If the Board decides to proceed with the Tender Offer, a circular setting out the full terms and conditions of the Tender Offer and the procedure for tendering Ordinary Shares under the Tender Offer would be sent to Shareholders prior to the end of January 2016.

Clients of Phoenix already own 22 per cent. of the Company's issued Shares and will not tender their Shares under the Tender Offer. The Tender Offer is expected to be subject to independent Shareholders passing a resolution pursuant to the Takeover Code waiving any obligation on Phoenix or its clients to make a mandatory offer for the Company as a result of an increase in their shareholding following the Tender Offer.

Future discount management

The Board is aiming to achieve a share price over the long term that reflects the level and movement of the Net Asset Value per Share. This is intended to be achieved in the following ways:

• The Company will use clear and transparent communication that attracts new and existing investors to invest and keep investing in the Company.
• Execution of the investment strategy as communicated and the delivery of excellent long term investment returns in excess of most peers and the benchmark.
• The Company intends to buy back shares when the discount to Net Asset Value per Share is persistent and a share buy back represents the best use of Shareholders' funds.

Issue of Shares

Following the appointment of Phoenix as the Company's investment manager, the Directors intend to increase the size of the Company through the issue of new Ordinary Shares, at a premium to the NAV per Share, to existing Shareholders and new investors.

The Board anticipates that, following the appointment of Phoenix, the Ordinary Shares could trade at a premium to NAV per Share and that there may be demand for the Company to issue further Shares. The Board therefore proposes to seek Shareholder authority to allot further Ordinary Shares prior to the Company's next annual general meeting and to disapply pre-emption rights in respect of up to 30 million Ordinary Shares, including the sale of Shares currently held in treasury, (representing new equity share capital of approximately £50 million).

If such authorities are granted by Shareholders, the Directors will only use the authorities to issue Shares: (i) at a premium to the Net Asset Value per Share; (ii) to meet demand from investors; and (iii) when the Directors believe that it is in the best interests of the Company to do so.

General Meeting

The Proposals are subject to Shareholder approval. A notice convening a General Meeting of the Company, which is to be held at 11.30 a.m. on 11 December 2015, is set out at the end of this document. The following items of business will be proposed at the General Meeting:

Resolution 1

Resolution 1 is in relation to the Company adopting the proposed new investment policy and will be proposed as an ordinary resolution that requires to be passed by a simple majority of votes cast at the General Meeting. The appointment of Phoenix on the terms described in this document is conditional on the passing of Resolution 1.

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Resolution 2

Resolution 2 to be proposed at the General Meeting, if passed, will authorise the Directors to allot new Ordinary Shares up to an aggregate nominal amount of £7.5 million (being 30 million Shares), which represents approximately 290 per cent. of the Company's issued share capital (excluding treasury shares) as at 16 November 2015. Resolution 2 will be proposed as an ordinary resolution that requires to be passed by a simple majority of votes cast at the General Meeting.

Resolution 3

Resolution 3, if passed, will enable the Directors to allot new Shares, including the sale of Shares held in treasury, without first having to offer them to existing Shareholders in proportion to their existing holdings up to an aggregate nominal amount of £7.5 million Ordinary Shares (being 30 million Ordinary Shares), which represents approximately 290 per cent. of the Company's total issued share capital (excluding treasury shares), as at 16 November 2015. Resolution 3 will be proposed as a special resolution that requires to be passed by a three-quarters majority of votes cast at the General Meeting.

Shareholders are requested to complete and return the accompanying Form of Proxy in accordance with the instructions printed thereon, so as to be received by the Registrars as soon as possible, and in any event no later than 11.30 a.m. on 9 December 2015. The completion and return of the Form of Proxy will not preclude you from attending the General Meeting and voting in person should you so wish.

Related Party Transaction

As clients of Phoenix hold more than 10 per cent. of the voting rights in the Company, Phoenix are considered to be a "related party" for the purposes of the Listing Rules. Under the Class Tests set out in the Listing Rules the appointment of Phoenix as the Company's investment manager and the payment of the costs by Phoenix are classified as "smaller related party transactions". As noted above, Phoenix's appointment as investment manager is subject to Shareholders approving the new investment policy.

Recommendation

The Board considers the passing of the Resolutions to be in the interests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommend that Shareholders vote in favour of the Resolutions. The Directors intend to vote in favour of the Resolutions in respect of their own beneficial holdings of Shares (amounting to 960,100 Ordinary Shares, representing approximately nine per cent. of the issued share capital of the Company, excluding treasury shares).

Yours faithfully,

Lord Flight

Chairman

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DEFINITIONS

The following definitions apply throughout this document unless the context requires otherwise:

Act
the Companies Act 2006 (as amended)

AIFMD or AIFM Directive
Directive 2011/61/EU of the European Parliament and of the Council

Alternative Investment Fund Manager
an alternative investment fund manager, as defined in the AIFMD

AIFM Agreement
the AIFM agreement to be entered into between the Company and Phoenix as described in this document

Board or Directors
the board of directors of the Company and Director means any one of them

Company
Aurora Investment Trust plc, a company registered in England and Wales with registered number 03300814, whose registered office is at 145 St John Street, London EC1V 4RU

Depositary
a depositary appointed by the Company and its AIFM pursuant to the requirements of the AIFM Directive

Depositary Agreement
the depositary agreement under which the Depositary will be appointed

Form of Proxy
the form of proxy accompanying this document, for use by Shareholders in connection with the General Meeting

FSMA
Financial Services and Markets Act 2000 (as amended)

General Meeting
the general meeting of the Company convened at 11.30 a.m. on 11 December 2015 or any adjournment thereof, notice of which is set out at the end of this document

Listing Rules
the rules and regulations made by the Financial Conduct Authority under Part VI of FSMA

London Stock Exchange
London Stock Exchange plc

Mars
Mars Asset Management Limited, a company registered in England and Wales with registered number 03070476, whose registered office is at 145 St John Street, London EC1V 4RU

Net Asset Value or NAV
the aggregate value of all assets less all liabilities of the Company calculated on the basis of the Company's normal accounting policies

Net Asset Value per Share
the Net Asset Value of a Share on the relevant date calculated on the basis of the Company's normal accounting policies

Ordinary Share or Share
an ordinary share of 25 pence in the capital of the Company

Phoenix or Phoenix Asset Management
Phoenix Asset Management Partners Limited, a company incorporated in England and Wales with registered number 03514660, whose registered office is at 64-66 Glentham Road, Barnes, London SW13 9JJ

Proposals
the proposals for the change of investment policy, the change of investment manager and the renewal of the Board's authority to issue further shares, as described in this document, including the Resolutions to be proposed at the General Meeting

Registrars
Capita Registrars Limited, a company registered in England and Wales with registered number 02605568 whose registered address is at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU

Resolutions
the resolutions to be proposed at the General Meeting to adopt the new investment policy

Shareholders
holders of Shares in the Company

Takeover Code
The City Code on Mergers and Takeovers

Tender Offer
the proposed tender offer in which all Shareholders will be entitled to participate

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AURORA INVESTMENT TRUST PLC
(Incorporated in England and Wales with registered number 03300814)
(An investment company within the meaning of section 833 of the Companies Act 2006)

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of Aurora Investment Trust plc (the "Company") will be held at 145 St John Street, London EC1V 4RU at 11.30 a.m. on 11 December 2015 to consider and, if thought fit, pass the following resolutions:

ORDINARY RESOLUTIONS

Adoption of proposed new investment policy

1. THAT, the proposed investment policy set out in the circular to the shareholders of the Company dated 17 November 2015, a copy of which has been produced to the meeting and signed by the Chairman for the purposes of identification, be and is hereby adopted as the investment policy of the Company to the exclusion of all previous investment policies of the Company.

Authority to allot Shares

1. THAT, in substitution for any existing authority, the Directors of the Company be and are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company ("Securities") provided that such authority shall be limited to the allotment of shares and the grant of rights in respect of shares with the aggregate nominal value of up to £7.5 million, such authority to expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution or on the expiry of 15 months from the passing of this resolution, whichever is the earlier, unless previously revoked, varied or extended by the Company in a general meeting, save that the Company may at any time prior to the expiry of this authority make any offer or enter into any agreement which would or might require Securities to be allotted or granted after the expiry of such authority and the Directors shall be entitled to allot or grant Securities in pursuance of such an offer or agreement as if such authority had not expired.

SPECIAL RESOLUTION

Authority to allot Shares without rights of pre-emption

1. THAT, subject to the passing of resolution number 2 and in substitution to any existing power, the Directors of the Company be and are hereby generally empowered, pursuant to section 570 of the Act, to allot equity securities (as defined in section 560 of the Act) either pursuant to the authority conferred by resolution 2 or by way of a sale of treasury shares, as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this power:

(a) expires at the conclusion of the next annual general meeting of the Company following the passing of this resolution or on the expiry of 15 months from the passing of this resolution, whichever is the earlier, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities (including by way of a sale of treasury shares) in pursuance of any such offer or agreement as if the power conferred hereby had not expired; and

(b) shall be limited to the allotment of equity securities (including the sale of treasury shares) up to an aggregate nominal value of £7.5 million (being approximately 290 per cent. of the nominal value of the issued share capital of the Company, as at 16 November 2015) at a price of not less than the net asset value per share.

By order of the Board
Cavendish Administration Limited
Company Secretary
145 St John Street
London
EC1V 4RU

Registered Office:
145 St John Street
London
EC1V 4RU

17 November 2015

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Notes:

(i) A member entitled to attend, speak and vote at the Meeting is entitled to appoint one or more proxies to exercise all or any of the rights of the member to attend and speak and vote in his place. A proxy need not be a member of the Company. If a member appoints more than one proxy to attend the Meeting, each proxy must be appointed to exercise the rights attached to a different share or shares held by the member. If a member wishes to appoint more than one proxy, the member should follow the instructions in the form of proxy accompanying this notice.

(ii) A form of proxy is provided with this notice for members. To be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy of such authority) must be completed and returned in accordance with the instructions printed thereon to the Company's Registrars, Capita Registrars Limited at Capita Asset Services, PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4TU or delivered by hand during office hours to the same address as soon as possible and in any event by not less than 48 hours (excluding non-working days) before the time of the holding of the Meeting or any adjournment thereof. Completion and submission of the form of proxy will not preclude shareholders from attending and voting at the Meeting should they wish to do so.

(iii) Any person receiving a copy of this Notice as a person nominated by a member to enjoy information rights under section 146 of the Companies Act 2006 (a "Nominated Person") should note that the provisions in Notes (i) to (ii) above concerning the appointment of a proxy or proxies to attend the Meeting in place of a member, do not apply to a Nominated Person as only Shareholders have the right to appoint a proxy. However, a Nominated Person may have a right under an agreement between the Nominated Person and the member by whom he or she was nominated to be appointed, or to have someone else appointed, as a proxy for the Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may have a right under such an agreement to give instructions to the member as to the exercise of voting rights at the Meeting.

(iv) Nominated Persons should also remember that their main point of contact in terms of their investment in the Company remains the member who nominated the Nominated Person to enjoy information rights (or perhaps the custodian or broker who administers the investment on their behalf). Nominated Persons should continue to contact that member, custodian or broker (and not the Company) regarding any changes or queries relating to the Nominated Person's personal details and interest in the Company (including any administrative matter). The only exception to this is where the Company expressly requests a response from a Nominated Person.

(v) Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, only Shareholders registered on the register of members of the Company by not later than 6.00 p.m. on 9 December 2015 or, if the Meeting is adjourned, at 6.00 p.m. on the day two days (excluding non-working days) prior to the adjourned meeting shall be entitled to attend and vote at the Meeting in respect of the number of shares registered in their name at such time. Changes to the register of members after the relevant times shall be disregarded in determining the rights of any person to attend and vote at the Meeting.

(vii) If the Chairman, as a result of any proxy appointments, is given discretion as to how the votes the subject of those proxies are cast and the voting rights in respect of those discretionary proxies, when added to the interests in the Company's securities already held by the Chairman, result in the Chairman holding such number of voting rights that he has a notifiable obligation under the Disclosure and Transparency Rules, the Chairman will make the necessary notifications to the Company and the Financial Conduct Authority. As a result, any member holding 3 per cent. or more of the voting rights in the Company who grants the Chairman a discretionary proxy in respect of some or all of those voting rights and so would otherwise have a notification obligation under the Disclosure and Transparency Rules, need not make a separate notification to the Company and the Financial Conduct Authority.

(viii) Any person holding 3 per cent. of the total voting right in the Company who appoints a person other than the Chairman as his or her proxy(ies) will need to ensure that both he or she and such proxy(ies) comply with their respective disclosure obligations under the Disclosure and Transparency Rules.

(vii) If you wish to attend the Meeting in person, there will be a Member's register for you to sign on arrival.

(ix) Information regarding the Meeting, including information required by section 311A of the Companies Act 2006, is available from www.aurorainvestmenttrust.co.uk

(x) Members have the right to ask questions at the Meeting in accordance with section 319A of the Companies Act 2006.

(xi) As at 16 November 2015, being the last business day prior to the printing of this Notice, the Company's issued capital consisted of 14,391,389 Ordinary Shares (including 3,994,330 shares held in treasury) carrying one vote for every share held. Therefore, the total voting rights in the Company as at 16 November 2015 are 10,397,059 Ordinary Shares carrying one vote for every share held.

(xii) Shareholders are advised that, unless otherwise stated, any telephone number, website or email address which may be set out in this notice of Meeting or in any related documents (including the proxy form) is not to be used for the purposes of serving information or documents on, or otherwise communicating with, the Company for any purposes other than those expressly stated.

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Park Communications 23199.01