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The Bankers Investment Trust PLC Proxy Solicitation & Information Statement 2012

Oct 31, 2012

5132_agm-r_2012-10-31_65fca069-263f-444c-9e04-4fea00735cd1.pdf

Proxy Solicitation & Information Statement

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THE BANKERS INVESTMENT TRUST PLC

ATTENDANCE CARD

for the Annual General Meeting to be held at 12 noon on Tuesday 26 February 2013 at Stationers' Hall, Ave Maria Lane, London EC4M 7DD ("the Meeting")

This Attendance Card will admit the named person to the Meeting.

The person named is an investor through Halifax Share Dealing Limited.

If you wish to attend the Meeting, please detach the Attendance Card and bring it to the Meeting.

THE BANKERS INVESTMENT TRUST PLC

VOTING INSTRUCTION FORM

for the Annual General Meeting to be held at 12 noon on Tuesday 26 February 2013 at Stationers' Hall, Ave Maria Lane, London EC4M 7DD ("the Meeting")

This document is issued to you as an investor holding your shares in an account managed by Halifax Share Dealing Limited. It comprises two sections: the Attendance Card (above), which will admit you to the Meeting as a guest, and the Voting Instruction Form.

If you wish to instruct how the voting rights attached to your investment should be exercised on a poll, please detach this Voting Instruction Form, complete and sign it and return it in the enclosed prepaid envelope to arrive by Monday 18 February 2013.

Notes:

  • 1. For the full text of the Resolutions, please refer to the Notice of Meeting in the accompanying circular to shareholders.
  • 2. Shares are registered in the name of HSDL Nominees Limited ("the Nominee"). The Nominee will appoint the Chairman of the Meeting as proxy to vote on a poll in accordance with the Voting Instruction Forms that have been validly completed and returned. A poll will not necessarily be held on a Resolution but the aggregate proxy votes received by the Company in respect of each Resolution will form part of the record of the Meeting and will be available to investors at and after the Meeting.
  • 3. To be valid, this Voting Instruction Form must be completed, signed and sent to Customer Registration & Support Team HSDL, Lovell Park Road, Leeds LS1 1NS to be received by close of business on Monday 18 February 2013. A prepaid envelope is provided.
  • 4. If you mark the VOTE WITHHELD box for any Resolution, you are directing the Chairman not to vote on your behalf on a poll on that Resolution and your votes will not be counted in computing the required majority on that poll.
  • 5. In accordance with an agreement with Henderson, the Nominee will exercise the voting rights of any shares that have not been exercised by the instructions of the individual investors. It will do so by voting for or against all the Resolutions to be put to the Meeting (or by withholding votes on such Resolutions) pro rata to the aggregate voting instructions for each Resolution received from those investors who have chosen to exercise their voting rights.

Venue

The Meeting will be held at 12 noon on Tuesday 26 February 2013 at Stationers' Hall, Ave Maria Lane, London EC4M 7DD.

Please indicate your voting instructions by marking the appropriate box with an 'X' for each of the Resolutions

ORDINARY BUSINESS For Against Vote withheld
1. To receive the Report of the Directors and the Audited Financial Statements
for the year ended 31 October 2012.
2. To approve the Directors' Remuneration Report for the year ended 31 October 2012.
3. To approve the final dividend.
4. To re-appoint Mr Richard Brewster as a director of the Company.
5. To re-appoint Mr Richard Burns as a director of the Company.
6. To re-appoint Mr Richard Killingbeck as a director of the Company.
7. To re-appoint Mr Peter Sullivan as a director of the Company.
8. To re-appoint Mr Matthew Thorne as a director of the Company.
9. To appoint Ms Susan Inglis as a director of the Company.
10. To re-appoint PricewaterhouseCoopers LLP as Auditors to the Company.
11. To authorise the directors to determine the Auditors' remuneration.
OTHER Business For Against Vote withheld
12. To authorise the directors to allot relevant securities.
13. To disapply pre-emption rights.*
14. To authorise the Company to make market purchases of its own ordinary shares.*
15. To authorise that a general meeting other than an AGM may be called on not
less than 14 clear days' notice.*

*Special Resolution.