Blackrock Throgmorton Investment Trust PLC — Proxy Solicitation & Information Statement 2013

Oct 23, 2013

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser who, if you are taking advice in the United Kingdom, is authorised under the Financial Services and Markets Act 2000, or from another appropriately authorised independent financial adviser if you are taking advice in a territory outside the United Kingdom.

If you have sold or transferred all of your holding of Ordinary Shares in The Throgmorton Trust PLC, please forward this document, but not the accompanying personalised Form of Proxy or Form of Direction, to the purchaser or transferee or to the stockbroker, bank or other agent through or by whom the sale or transfer was effected for onward transmission to the purchaser or transferee. If you have sold or transferred part only of your registered holding of Ordinary Shares, please contact the stockbroker, bank or other agent through whom the sale or transfer was effected.

THE THROGMORTON TRUST PLC

(incorporated in England and Wales under the Companies Act 1948 to 1985 with registered number 00594634 and registered as an investment company under section 833 of the Companies Act 2006)

PROPOSED AMENDMENT TO INVESTMENT OBJECTIVE AND POLICY AND ADOPTION OF NEW BENCHMARK INDEX, REVISION OF INVESTMENT MANAGEMENT AGREEMENT AND CHANGE OF NAME

AND

NOTICE OF GENERAL MEETING

Notice of a General Meeting of the Company to be held at 12 Throgmorton Avenue, London EC2N 2DL at 12.30 p.m. on 27 November 2013 is set out at the end of this document. The proposed amendment to the Company's investment objective and policy and adoption of the New Benchmark Index described in this document are conditional upon Shareholder approval of the Resolution to be proposed at the General Meeting.

Shareholders and holders of Ordinary Shares through the Savings Schemes are requested to complete and return the Form of Proxy or Form of Direction, respectively, accompanying this document for use at the General Meeting. To be valid, Forms of Proxy must be completed and returned in accordance with the instructions printed thereon to Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible and in any event so as to arrive by no later than 12.30 p.m. on 25 November 2013. To be valid, Forms of Direction must be completed and returned in accordance with the instructions printed thereon to BlackRock Investment Management (UK) Limited, Freepost RLTZ-KHUH-KZSB, PO Box 9036, Chelmsford CM99 2XD as soon as possible and in any event so as to arrive by no later than 12.30 p.m. on 18 November 2013.

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TABLE OF CONTENTS

Expected Timetable 2

Part 1 Letter from the Chairman 3

Part 2 Definitions 8

Notice of General Meeting 10

EXPECTED TIMETABLE

Latest time and date for receipt of Forms of Direction for the General Meeting 12.30 p.m. on 18 November 2013

Latest time and date for receipt of Forms of Proxy for the General Meeting 12.30 p.m. on 25 November 2013

General Meeting 12.30 p.m. on 27 November 2013

Effective date of amendment to investment objective and policy, adoption of New Benchmark Index, revision of Investment Management Agreement and change of name 1 December 2013

All references to time in this document are to London time.

All future times and dates in the expected timetable may be adjusted by the Company, in which event details of the new times and dates will be notified by publication of a notice through a regulatory information service approved by the FCA.

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PART 1

LETTER FROM THE CHAIRMAN

THE THROGMORTON TRUST PLC

(the "Company")

(incorporated in England and Wales under the Companies Act 1948 to 1985 with registered number 00594634 and registered as an investment company under section 833 of the Companies Act 2006)

Directors:
Lord Latymer (Chairman)
S D Beart
J G K Matterson
E St. C Stobart
A H Westropp

Registered Office:
12 Throgmorton Avenue
London
EC2N 2DL

23 October 2013

To Shareholders and holders of Ordinary Shares through the Savings Schemes

Dear Shareholder

Proposed amendment to investment objective and policy and adoption of New Benchmark Index, revision of Investment Management Agreement and change of name

1 Introduction

On 25 September 2013, the Company announced that, following positive consultation with the Company's largest shareholders, the Board is proposing the following changes which are expected to be effective from 1 December 2013, including:

• the adoption of a new benchmark index, the Numis Smaller Companies excluding AIM (excluding Investment Companies) Index (the "New Benchmark Index");
• an amendment to the current investment objective and policy of the Company;
• a change of the Company's name to "BlackRock Throgmorton Trust plc"; and
• a reduction in the cap on the Investment Manager's performance fee.

The purpose of this document is to set out the background to and reasons for the proposed amendment to the Company's investment objective and policy and adoption of the New Benchmark Index. The Board is unanimously recommending that you vote in favour of the Resolution to amend the investment objective and policy of the Company including the adoption of the New Benchmark Index (the "Resolution"). Shareholder approval is being sought in accordance with the Listing Rules. The Resolution will be proposed as an ordinary resolution at a General Meeting to be held at 12 Throgmorton Avenue, London EC2N 2DL at 12.30 p.m. on 27 November 2013, notice of which is set out at the end of this document.

Subject to Shareholder approval, the proposed amendment to the Company's investment objective and policy, including the adoption of the New Benchmark Index, will take effect from the start of the Company's next financial year, 1 December 2013. Shareholder approval is not required in respect of the change of the Company's name to "BlackRock Throgmorton Trust plc" or the amendments to the performance fee arrangements under the Company's Investment Management Agreement, which will be effected at the same time.

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2 Background to the proposed amendment to the Company's investment objective and adoption of New Benchmark Index

Current investment objective and policy

The Company's existing investment objective is to provide Shareholders with capital growth and an attractive total return by investing predominantly in UK smaller companies which are traded on the main market of the London Stock Exchange or on AIM.

In addition to holding a conventional portfolio of UK small and mid-cap equities, the Company also holds a percentage of its assets in a portfolio of contracts for difference ("CFD") and/or comparable equity derivatives which enables the Company's managers to have both long and short exposure. The CFD portfolio has a target gross underlying equity exposure of approximately 30 per cent. of the Net Assets of the Company. Under normal circumstances, the Board expects the direct equity portfolio to comprise 100 per cent. of the Company's Net Assets. Hence, the Company typically has gross exposure of 130 per cent. of Net Assets, albeit that some of this exposure represents short positions.

The performance of the Company was measured by reference to the Hoare Govett Smaller Companies plus AIM (excluding Investment Companies) Index until 9 April 2012 and the Numis Smaller Companies plus AIM (excluding Investment Companies) Index (the "Current Benchmark Index") from 10 April 2012. The change in index name did not affect the index series or its constituents. The Investment Manager may currently invest in companies outside the Current Benchmark Index without restriction subject to the limits noted below, and may invest in stocks traded on AIM which are considered to be an attractive investment.

The risks of investing in smaller companies are currently managed by investment in a diversified portfolio of companies. The equity portfolio comprises not less than 75 stocks and the CFD portfolio comprises approximately 60 positions. In addition, the Board has an operating guideline that not more than 50 per cent. of the equity portfolio by value should be invested in AIM stocks.

The maximum amount which may be invested in any one company is 15 per cent. of the Company's investments. However, such concentration is unlikely to occur and in practice it would be unusual for more than 5 per cent. to be invested in one company. The Company may not invest more than 10 per cent., in aggregate, of the value of its total assets in other listed closed-ended investment funds except in the case of investment in 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 investment funds, in which case the limit is 15 per cent.

The Company's Articles allow it to borrow up to a sum equal to twice the amount paid up on the issued share capital for the time being of the Company and the amounts standing to the credit of the reserves of the Company and its subsidiaries. The Board's policy is that the net gearing, i.e. borrowings less cash, should not exceed 20 per cent. of Gross Assets. However, the Company is geared primarily through its CFD portfolio.

Background to the proposed amendments to the investment objective and policy

Over the last three and a half years, the Company's exposure to AIM stocks has been reducing and has declined from approximately 40 per cent. to approximately 20 per cent. of Net Market Exposure.

This process has been gradual but progressive over that time. Your Board is therefore proposing to amend the investment objective and policy of the Company to reflect this change in focus.

Given that a significant majority of the Company's portfolio is currently invested in main market securities, and having reviewed the alternative indices available, the Board is of the view that the New Benchmark Index better reflects the investment portfolio of the Company. The Board therefore proposes to change the Current Benchmark Index to the New Benchmark Index. However, the Board proposes that, under the new investment policy, the Investment Manager should retain the option to invest outside the New Benchmark Index, including investing in selected opportunities traded on AIM. However, the maximum percentage which may be held in AIM stocks will be reduced from 50 per cent. of the equity portfolio to 25 per cent. of Gross Assets.

The Board proposes to continue the policy of investing in a conventional long only portfolio of equities alongside the ability to hold approximately 30 per cent. of the Company's Net Assets in a portfolio of contracts for difference and/or comparable equity derivatives providing both long and short exposure.

In order to mitigate portfolio risk, the Company will continue to invest in a diversified portfolio of companies. Under the existing investment policy, the maximum amount which may be invested in any one company is 15 per cent. of the Company's investments although such concentration is unlikely to occur and in practice

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it would be unusual for more than 5 per cent. to be invested in one company. The Board proposes to reduce the existing limit and specify that no more than 5 per cent. of the Company's Gross Assets, at the time of acquisition, may be invested in any one single company.

The Board believes that the proposed amendment to the Company's investment objective and adoption of New Benchmark Index will offer the following benefits to Shareholders:

• the pattern of recent buying by the portfolio managers has seen a shift away from AIM stocks, arising from the portfolio managers' assessment of where the most attractive longer term growth prospects are available. The adoption of the New Benchmark Index more closely reflects this whilst the revised investment policy allows the portfolio managers the flexibility to take advantage of selected opportunities outside the New Benchmark Index, including investment in companies traded on AIM; and
• the reduction in the limit on the size of investment per investee company will provide further risk diversification for Shareholders.

The proposed amended investment objective and policy will expose the Company to similar investment risks to those that it currently encounters, such as the risks inherent in the purchase, holding or selling of equity securities in companies with small and mid-market capitalisations which are typically less liquid than securities in companies with large market capitalisations and may be more sensitive to economic and other factors, and hence more volatile.

3 Proposed new investment objective and policy

If approved by Shareholders at the General Meeting, the Company's investment objective and policy will be as follows with effect from 1 December 2013:

"The Company's objective is to provide shareholders with capital growth and an attractive total return through investment primarily in UK smaller and mid-capitalisation companies listed on the main market of the London Stock Exchange.

The Company's performance will be measured against the Numis Smaller Companies excluding AIM (excluding Investment Companies) Index (the "Index").

The Company may hold up to 25 per cent. of its Gross Assets, at the time of acquisition, in equities or collective investment vehicles traded on the AIM Market of the London Stock Exchange.

The Investment Manager may invest in companies outside the Index without restriction subject to the limits noted above.

In addition to holding a conventional long only portfolio of UK smaller and mid-capitalisation equities, the Company will hold approximately 30 per cent. of its Net Assets in a portfolio of contracts for difference ("CFDs") and/or comparable equity derivatives which provide both long and short exposure. Under normal circumstances, the long only portfolio is expected to comprise 100 per cent. of the Company's Net Assets. Therefore, the Company can have gross exposure of 130 per cent. of Net Assets, albeit that some of this exposure represents short positions.

Portfolio risk will be mitigated by investment in a diversified portfolio of companies. No more than 5 per cent. of the Company's Gross Assets, at the time of acquisition, may be invested in any one single company and the Company will not invest more than 10 per cent. of its Gross Assets, at the time of acquisition, in other listed closed-ended investment funds, unless such companies have a stated investment policy not to invest more than 15 per cent. of their Gross Assets in other listed closed-ended investment funds, in which case the limit is 15 per cent. of Gross Assets.

The Board's policy is that the net gearing, i.e. borrowings less cash, should not exceed 20 per cent. of Gross Assets. However, the Company is geared primarily through its CFD portfolio."

No material change will be made to the amended investment objective and policy without Shareholder approval.

4 Revisions to Investment Management Agreement

The terms of the current Investment Management Agreement between the Company and the Investment Manager provide for payment to the Investment Manager of (i) a basic management fee, payable quarterly in arrears, of 0.7 per cent. per annum on the gross asset value of the Company's long only portfolio plus the gross

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value of the underlying equities, long and short, to which the Company is exposed through its CFD portfolio; and (ii) a performance fee of 12.5 per cent. of any net asset value (total return) outperformance against the Current Benchmark Index, such performance fee to be capped at 3.5 per cent. of average Gross Assets over the relevant performance period. A sliding scale cap applies in respect of the performance fee in performance periods during which the net asset value return per Ordinary Share decreases over such period but still outperforms the Current Benchmark Index.

Subject to approval by Shareholders of the Resolution at the General Meeting, the Current Benchmark Index will be substituted with the New Benchmark Index in calculating performance fees for the financial period commencing on 1 December 2013.

In addition, the cap on the performance fee will be reduced to:

• 2 per cent. of average Gross Assets over the relevant performance period in respect of performance periods where the New Benchmark Index has been exceeded and there has been a zero or a positive net asset value total return per Ordinary Share; and
• 1 per cent. of average Gross Assets over the relevant performance period in respect of performance periods where the New Benchmark Index has been exceeded but there has been a negative net asset value total return per Ordinary Share.

5 Change of name of the Company

The Board has resolved to change the name of the Company to "BlackRock Throgmorton Trust plc" with effect from 1 December 2013. The Board expects that the change of name will allow the Company to benefit further from BlackRock's continuing substantial investment in consumer branding. The Company's EPIC code will remain as THRG.

The change in name does not require Shareholder approval at the General Meeting as the power to change the Company's name has been delegated to the Board under the Articles. Following the change to the Company's name, share certificates issued in the present name of the Company, or in any of the Company's previous names, will remain valid.

6 General Meeting

The proposed amendment to the Company's investment objective and policy and the adoption of the New Benchmark Index are subject to Shareholder approval at the General Meeting. A notice convening the General Meeting to be held at 12 Throgmorton Avenue, London EC2N 2DL at 12.30 p.m. on 27 November 2013 is set out at the end of this document. At this meeting, an ordinary resolution will be proposed to sanction the amendment to the Company's investment objective and policy of the Company.

All Shareholders are entitled to attend and vote at the General Meeting. In accordance with the Articles, all Shareholders present in person or by proxy shall upon a show of hands have one vote and upon a poll shall have one vote in respect of each Ordinary Share held. In order to ensure that a quorum is present at the General Meeting, it is necessary for two Shareholders entitled to vote to be present, whether in person or by proxy (or, if a corporation, by a representative).

7 Action to be taken

Form of Proxy

Shareholders (other than holders of Ordinary Shares through the Savings Schemes) will find enclosed with this document a personalised Form of Proxy for use at the General Meeting.

Shareholders (other than holders of Ordinary Shares through the Savings Schemes) are asked to complete and return the Form of Proxy in accordance with the instructions printed thereon to the Company's Registrar, Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol BS99 6ZY, or deliver it by hand during office hours only to the same address so as to be received as soon as possible and in any event by no later than 12.30 p.m. on 25 November 2013.

Shareholders (other than holders of Ordinary Shares through the Savings Schemes) are requested to complete and return a Form of Proxy whether or not they wish to attend the General Meeting. The return of a Form of Proxy will not prevent Shareholders from attending the General Meeting and voting in person should they so wish.

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Form of Direction

Investors in the Savings Schemes will find enclosed with this document a personalised Form of Direction for use at the General Meeting.

Investors in the Savings Schemes are asked to complete and return the Form of Direction in accordance with the instructions printed thereon to BlackRock Investment Management (UK) Limited, Freepost RLTZ-KHUHKZSB, PO Box 9036, Chelmsford CM99 2XD as soon as possible and in any event so as to arrive by no later than 12.30 p.m. on 18 November 2013.

Investors in the Savings Schemes are requested to complete and return a Form of Direction whether or not they wish to attend the General Meeting.

8 Recommendation

The Board considers that the proposed amendment to the Company's investment objective and adoption of the New Benchmark Index are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolution to be proposed at the General Meeting. The Directors intend to vote in favour of the Resolution in respect of their holdings of Ordinary Shares amounting to 123,707 Ordinary Shares in aggregate (representing approximately 0.17 per cent. of the issued share capital of the Company as at 22 October 2013 (being the latest practicable date prior to the publication of this document)).

Yours faithfully

Crispin Latymer

Chairman

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PART 2

DEFINITIONS

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

"AIM" the AIM Market of the London Stock Exchange
"Articles" the articles of association of the Company, as amended from time to time
"Board" or "Directors" the board of Directors of the Company
"Business Day" any day which is not a Saturday or Sunday, Christmas Day, Good Friday or a bank holiday in the City of London
"CFD" contracts for difference
"Company" The Throgmorton Trust PLC
"CREST" the computerised settlement system operated by Euroclear which facilitates the transfer of title to shares in uncertificated form
"CREST Manual" the compendium of documents entitled 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
"Current Benchmark Index" Numis Smaller Companies plus AIM (excluding Investment Companies) Index
"Euroclear" Euroclear UK & Ireland Limited, being the operator of CREST
"Financial Conduct Authority" or "FCA" the UK Financial Conduct Authority or any successor authority
"Form of Direction" the personalised form of direction provided with this document for use by holders of Ordinary Shares through the Savings Schemes in connection with the General Meeting
"Form of Proxy" the personalised form of proxy provided with this document for use by Shareholders (other than holders of Ordinary Shares through the Savings Schemes) in connection with the General Meeting
"FSMA" the Financial Services and Markets Act 2000 (as amended)
"General Meeting" the general meeting of the Company to consider the amendment to the Company's investment objective and policy and the adoption of the New Benchmark Index, convened for 12.30 p.m. on 27 November 2013 or any adjournment thereof, notice of which is set out at the end of this document
"Gross Assets" the value of the Company's long-only portfolio (including cash) and the gross value of the underlying equities, long and short, to which the Company is exposed through derivatives, including CFDs
"Investment Management Agreement" the discretionary investment management agreement dated 2 February 2012 between the Company and the Investment Manager
"Investment Manager" BlackRock Investment Management (UK) Limited
"Listing Rules" the listing rules made by the UK Listing Authority under section 74 of FSMA

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"London Stock Exchange"
London Stock Exchange plc

"Net Assets"
the total value of all of the assets of the Company less its liabilities as determined by the Board and calculated in accordance with AIC guidelines and the Company's accounting policies

"Net Market Exposure"
the Company's long only portfolio plus its long CFD portfolio less its short CFD portfolio

"New Benchmark Index"
Numis Smaller Companies excluding AIM (excluding Investment Companies) Index

"Notice of General Meeting"
the notice of the General Meeting as set out at the end of this document

"Official List"
the Official List maintained by the UK Listing Authority

"Ordinary Shares"
ordinary shares of £0.05 each in the capital of the Company

"Resolution"
the ordinary resolution to be proposed at the General Meeting to amend the investment objective and policy of the Company, details of which are contained in the Notice of General Meeting

"Savings Schemes"
the BlackRock Investment Trust Stocks and Shares ISA and the BlackRock Investment Trust Savings Plan

"Shareholder"
a holder of Ordinary Shares

"UK Listing Authority"
the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of admissions to the Official List

"UK" or "United Kingdom"
the United Kingdom of Great Britain and Northern Ireland

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THE THROGMORTON TRUST PLC

(the "Company")

(incorporated in England and Wales under the Companies Act 1948 to 1985 with registered number 00594634 and registered as an investment company under section 833 of the Companies Act 2006)

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a General Meeting of the Company will be held at 12.30 p.m. on 27 November 2013 at 12 Throgmorton Avenue, London EC2N 2DL for the purpose of considering and, if thought fit, passing the following resolution which will be proposed as an ordinary resolution:

ORDINARY RESOLUTION

THAT the investment objective and policy of the Company be amended and restated to read as follows:

"The Company's objective is to provide shareholders with capital growth and an attractive total return through investment primarily in UK smaller and mid-capitalisation companies listed on the main market of the London Stock Exchange.

The Company's performance will be measured against the Numis Smaller Companies excluding AIM (excluding Investment Companies) Index (the "Index").

The Company may hold up to 25 per cent. of its Gross Assets, at the time of acquisition, in equities or collective investment vehicles traded on the AIM Market of the London Stock Exchange.

The Investment Manager may invest in companies outside the Index without restriction subject to the limits noted above.

In addition to holding a conventional long only portfolio of UK smaller and mid-capitalisation equities, the Company will hold approximately 30 per cent. of its Net Assets in a portfolio of contracts for difference ("CFDs") and/or comparable equity derivatives which provide both long and short exposure. Under normal circumstances, the long only portfolio is expected to comprise 100 per cent. of the Company's Net Assets. Therefore, the Company can have gross exposure of 130 per cent. of Net Assets, albeit that some of this exposure represents short positions.

Portfolio risk will be mitigated by investment in a diversified portfolio of companies. No more than 5 per cent. of the Company's Gross Assets, at the time of acquisition, may be invested in any one single company and the Company will not invest more than 10 per cent. of its Gross Assets, at the time of acquisition, in other listed closed-ended investment funds, unless such companies have a stated investment policy not to invest more than 15 per cent. of their Gross Assets in other listed closed-ended investment funds, in which case the limit is 15 per cent. of Gross Assets.

The Board's policy is that the net gearing, i.e. borrowings less cash, should not exceed 20 per cent. of Gross Assets. However, the Company is geared primarily through its CFD portfolio."

By order of the Board

BlackRock Investment Management (UK) Limited

Secretary

23 October 2013

Registered Office:

12 Throgmorton Avenue

London EC2N 2DL

United Kingdom

Notes:

1. A member entitled to attend and vote at the General Meeting convened by the above Notice of General 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 General Meeting, each proxy must be appointed to exercise the rights attached to a different Ordinary Share or

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Ordinary Shares held by the member.

1. To appoint a proxy you may use the Form of Proxy enclosed with this Notice of General Meeting. 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 or office copy of the same, must be completed and returned in accordance with the instructions printed thereon to Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol BS99 6ZY, or delivered by hand during office hours only to the same address to be received as soon as possible and in any event by not later than 12.30 p.m. on 25 November 2013. Amended instructions must also be received by the Company's registrar by the deadline for receipt of proxies. Alternatively, you can vote or appoint a proxy electronically by visiting www.eproxyappointment.com. You will be asked to enter the Control Number, the Shareholder Reference Number and PIN which are printed on the Form of Proxy. The latest time for the submission of proxy votes electronically is 12.30 p.m. on 25 November 2013.

2. Completion of the Form of Proxy will not prevent you from attending and voting in person.

3. Any person receiving a copy of this Notice of General Meeting 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 1 to 3 above concerning the appointment of a proxy or proxies to attend the General 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 General 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 General Meeting.

4. 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.

5. Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, only Shareholders registered in the register of members of the Company by not later than 6.00 p.m. two days prior to the time fixed for the General Meeting shall be entitled to attend and vote at the General Meeting in respect of the number of Ordinary Shares registered in their name at such time. If the General Meeting is adjourned, the time by which a person must be entered on the register of members of the Company in order to have the right to attend and vote at the adjourned General Meeting is 6.00 p.m. two days prior to the time of the adjournment. 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 General Meeting.

6. In the case of joint holders, the vote of the senior holder who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.

7. Holders of Ordinary Shares through the Savings Schemes are entitled to attend and vote at the meeting if the Form of Direction which is enclosed with this document is correctly completed and returned in accordance with the instructions printed thereon.

8. Shareholders who hold their Ordinary Shares electronically may submit their votes through CREST, by submitting the appropriate and authenticated CREST message so as to be received by the Company's registrar not later than 48 hours before the start of the meeting. Instructions on how to vote through CREST can be found by accessing the following website: www.euroclear.com/CREST. Shareholders are advised that CREST and the internet are the only methods by which completed proxies can be submitted electronically.

9. 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 excluding non-working days. 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.

10. Any corporation which is a member may appoint one or more corporate representative(s) who may exercise on its behalf all of its powers as a member provided that, if it is appointing more than one corporate representative, it does not do so in relation to the same Ordinary Shares. It is therefore no longer necessary to nominate a designated corporate representative. Representatives should bring to the General Meeting evidence of their appointment, including any authority under which it is signed.

11. 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

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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.

1. Any question relevant to the business of the General Meeting may be asked at the General Meeting by anyone permitted to speak at the General Meeting. A holder of Ordinary Shares may alternatively submit a question in advance by a letter addressed to the Company Secretary at the Company's registered office. Under Section 319A of the Companies Act 2006, the Company must answer any question a Shareholder asks relating to the business being dealt with at the General Meeting, unless (i) answering the question would interfere unduly with the preparation for the General Meeting or involve the disclosure of confidential information; (ii) the answer had already been given on a website in the form of an answer to a question; or (iii) it is undesirable in the interests of the Company or the good order of the General Meeting that the question be answered.

2. Further information regarding the General Meeting which the Company is required by section 311A of the Companies Act 2006 to publish on a website in advance of the General Meeting can be accessed at http://www.blackrock.co.uk/individual/literature/shareholder-letters/shareholder-circular-oct-2013-throgmorton-trust-plc.pdf.

3. As at 23 October 2013, being the last business day prior to the printing of this Notice of General Meeting, the Company's issued capital consisted of 73,130,326 Ordinary Shares carrying one vote each. Therefore, the total voting rights in the Company as at 23 October 2013 are 73,130,326.

4. You may not use any electronic address provided either in this Notice of General Meeting or any related documents (including the Form of Proxy) to communicate with the Company for any purpose other than those expressly stated.

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