Blackrock Throgmorton Investment Trust PLC — Proxy Solicitation & Information Statement 2012

Feb 13, 2012

The Throgmorton Trust PLC

AGM Admission Card

Please bring this card with you when you come to the meeting.

This card shows that you are entitled to attend and vote at the Annual General Meeting of The Throgmorton Trust PLC, which will be held at the offices of BlackRock Investment Management (UK) Limited at 12 Throgmorton Avenue, London EC2N 2DL at 11.00 a.m. on Thursday, 22 March 2012. The Meeting will include a presentation by the Investment Manager.

Shareholder Reference Number

The Annual Report can be viewed on:

www.blackrock.co.uk/literature/annual-report/the-throgmorton-trust-plc-annual-report.pdf

Form of Proxy – Annual General Meeting to be held on 22 March 2012

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

Explanatory Notes:

1. Please indicate with an "X" in the appropriate box how you wish to vote. If no direction is given, the proxy will vote or abstain from voting as he or she thinks fit. On any motion to amend a resolution, to propose a new resolution, to adjourn the Meeting and on any other motion put to the Meeting, the proxy will act at his/her discretion.
2. You can submit your proxy electronically at www.eproxyappointment.com by entering the control number, your PIN and SRN printed below. The latest date for the submission of proxy votes electronically is 11.00 a.m. on 20 March 2012.
3. If you are a CREST system user (including a CREST Personal member) you can appoint one or more proxies or give an instruction to a proxy by having an appropriate CREST message transmitted. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by Computershare (ID number 3RA50) not later than 48 hours before the time appointed for holding the Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which Computershare is able to retrieve the message. CREST personal members or other CREST sponsored members should contact their CREST sponsor for assistance with appointing proxies via CREST. For further information on CREST procedures, limitations and system timings, please refer to the CREST manual. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
4. To be valid, this form of proxy must be received by the registrar no later than 11.00 a.m. on 20 March 2012. Please return to Computershare in the business reply paid envelope provided.

5. In the case of a corporation this form of proxy should be given under its common seal or signed on its behalf by an attorney or a duly authorised officer.

6. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the other joint holders. For this purpose, seniority is determined by the order in which the names stand in the register of members in respect of the holding.

7. Shareholders have the right to appoint some other person(s) of their choice, who need not be a member of the Company, as his/her proxy to exercise all or any of his/her rights to attend, speak and vote on their behalf at the Meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse).

If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement, (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).

1. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0870 707 4016 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and returned together in the same envelope.
2. Appointment of a proxy does not prevent a member from attending and voting in person should he or she so wish.
3. An abstention is not a vote in law and will not be counted in the calculation of the proportion of votes 'for' and 'against' a resolution.

To be valid, all votes must be lodged at the office of the Company's registrars at:

Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 11.00 a.m. on 20 March 2012

All Named Holders:

Control Number: 911098

SRN.

PIN.

To lodge a vote using the internet

go to the following website

www.eproxyappointment.com

You will be asked to enter the Control Number, the Shareholder Reference Number (SRN) and PIN as printed opposite and agree to certain terms and conditions.

Registered in England & Wales No 3498808. Registered Office The Pavilions, Bridgwater Road, Bristol BS13 8AE

Computershare Investor Services PLC is authorised and regulated by the Financial Services Authority.

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BlackRock, 12 Throgmorton Avenue, London, EC2N 2DL

Nearest Underground Stations:

Bank
(Central, Circle/District, Northern Lines)
Moorgate
(Circle, Hammersmith & City, Metropolitan, Northern Lines)
Liverpool Street
(Central, Circle, Hammersmith & City, Metropolitan Lines)
London Bridge
( Jubilee, Northern Lines)

Nearest National Rail Stations:

Liverpool Street
London Bridge
Cannon Street
Fenchurch Street

Form of Proxy

Please read the Notice of Meeting (in the Annual Report) before completing this form. The Annual Report can be viewed on: www.blackrock.co.uk/literature/annual-report/the-throgmorton-trust-plc-annual-report.pdf

I/We hereby appoint the Chairman of the Meeting OR the following person

☐ Please use a black pen. Mark with an X inside the box as shown in this example.

Please leave this box blank if you have selected the Chairman. Do not insert your own name(s). Please refer to note 7 (see overleaf).

as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement* on my/our behalf at the Annual General Meeting of The Throgmorton Trust PLC to be held at 11.00 a.m. on Thursday, 22 March 2012 and at any adjournment thereof. I/We hereby authorise and instruct my/our said proxy to vote on the resolutions to be proposed at such Meeting as indicated below (see note 1 overleaf).

☐ Please tick here if this proxy appointment is one of multiple appointments being made.
For the appointment of more than one proxy, please refer to note 8 (see overleaf).

ORDINARY	For	Against	Abstain
1. To receive the report of the Directors and the financial statements for the year ended 30 November 2011, together with the report of the auditors' thereon	☐	☐	☐
2. To approve the Directors' Remuneration Report for the year ended 30 November 2011	☐	☐	☐
3. To declare a final dividend of 2.55 pence per ordinary share	☐	☐	☐
4. To re-elect Mr Westropp as a Director	☐	☐	☐
5. To re-elect Mr Beart as a Director	☐	☐	☐
6. To reappoint Ernst & Young LLP as auditors to the Company	☐	☐	☐
7. To authorise the Directors to determine the auditors' remuneration	☐	☐	☐
8. To grant the Directors authority to allot shares	☐	☐	☐

Special Resolutions:

1. To authorise the Directors to disapply pre-emption rights in respect of issues of new ordinary shares or the sale of ordinary shares out of treasury
2. To authorise the Directors to purchase the Company's ordinary shares for cancellation or to be held in treasury

I/We instruct my/our proxy to vote on the resolutions proposed at the Meeting as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the Meeting.

I/We wish to attend the Annual General Meeting

(Please tick if you wish to attend) ☐

Signature

Date

/

THG

02

E 1182