Blackrock Throgmorton Investment Trust PLC — Proxy Solicitation & Information Statement 2021

Feb 23, 2021

BlackRock Throgmorton Trust plc

The Annual General Meeting of BlackRock Throgmorton Trust plc will be held at the offices of BlackRock at 12 Throgmorton Avenue, London EC2N 2DL at 11.00 a.m. on Wednesday, 24 March 2021. Restrictions on public gatherings are in place in England as at the date of this document made pursuant to the Public Health (Control of Disease) Act 1984. Under these restrictions, limits apply to the size of public gatherings and it is not clear how this legislation will have evolved by the time that the Annual General Meeting is held. Accordingly, Shareholders will not be able to attend the Annual General Meeting in person and they are therefore advised to submit their votes by proxy. The only attendees who will be permitted entry to the meeting will be those who will need to be present to form the quorum to allow the business to be conducted.

Shareholder Reference Number

The Annual Report can be viewed on:

http://www.blackrock.com/uk/individual/literature/annual-report/blackrock-throgmorton-trust-plc-annual-report.pdf

Form of Proxy – Annual General Meeting to be held on 24 March 2021

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 22 March 2021.
• 3. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any such messages must be received by the issuer's agent prior to the specified deadline within the relevant system. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platform 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 22 March 2021. 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). Shareholders are reminded that Shareholders will not be able to attend the meeting

in person and they are therefore advised to submit their votes by proxy. In order to ensure their vote will count, Shareholders should appoint the Chairman of the Annual General Meeting as their proxy. This is because the Annual General Meeting is to be held as a closed meeting as described above, meaning that any other person attempting to attend the Annual General Meeting will be refused admission and will therefore be unable to vote.

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).

• 8. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 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.
• 9. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the Meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the Meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the Meeting.
• 10. Appointment of a proxy does not prevent a member from attending and voting in person should he or she so wish. However, Shareholders are reminded that Shareholders will not be able to attend the meeting in person for the reasons set out above.
• 11. A vote withheld 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 22 March 2021

All Named Holders:
Control Number:	917005		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.
SRN.		PIN.

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 Conduct Authority.

Job No: 43564.01 Proof Event: 6 Black Line Level: 0 Park Communications Ltd Alpine Way London E6 6LA Customer: BlackRock Project Title: Throgmorton Form of Proxy T: 0207 055 6500 F: 020 7055 6600

BlackRock Throgmorton Trust plc – Presentation and Live Q&A

Following the AGM, there will be a prerecorded presentation from Dan Whitestone, your Portfolio Manager, with an introduction from the Chairman, Christopher Samuel. This presentation will be followed by a live Q&A with Christopher Samuel, Dan Whitestone and representatives from BlackRock Investment Management (UK) Limited.

To register for this event please visit the Company's website at www.blackrock.com/uk/thrg. Alternatively, questions can be submitted to the Company beforehand by emailing the Company Secretary at cosec@blackrock.com.

Form of Proxy

Please read the Notice of Meeting (in the Annual Report) before completing this form. The Annual Report can be viewed on: http://www.blackrock.com/uk/individual/literature/annual-report/blackrock-throgmorton-trust-plc-annual-report.pdf I/We hereby appoint the Chairman of the Meeting OR the following person

*

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 entitlement1 on my/our behalf at the Annual General Meeting of BlackRock Throgmorton Trust plc to be held at 11.00 a.m. on Wednesday, 24 March 2021 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.*

1 For the appointment of more than one proxy, please refer to note 8 (see overleaf).

Please use a black pen. Mark with an X inside the box as shown in this example. 7

		FOLD
		HERE

Ordinary Resolutions: Vote

FOLD HERE

	For	Against	withheld
1. To receive the report of the Directors and the financial statements for the year ended 30 November 2020 together with the report of the auditor thereon
2. To approve the Directors' Remuneration Report for the year ended 30 November 2020
3. To approve a final dividend of 7.70 pence per share
4. To re-elect Mr Samuel as a Director of the Company
5. To re-elect Mr Greenlees as a Director of the Company
6. To re-elect Mrs Nash as a Director of the Company
7. To elect Mrs Lane as a Director of the Company
8. To elect Dr Burton as a Director of the Company
9. To elect Ms Somerset Webb as a Director of the Company
10 To re-appoint PricewaterhouseCoopers LLP as auditor of the Company
11. To authorise the Audit Committee to determine the auditor's remuneration
12 To grant the Directors authority to allot shares

Special Resolutions:

13. 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
14. To authorise the Directors to purchase the Company's ordinary shares for cancellation or to be held in treasury
15. To amend the Company's Articles of Association

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.

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

Signature	Date

વાદ

DD / MM / YY

Job No: 43564.01 Proof Event: 6 Black Line Level: 0 Park Communications Ltd Alpine Way London E6 6LA Customer: BlackRock Project Title: Throgmorton Form of Proxy T: 0207 055 6500 F: 020 7055 6600